New practice pertaining to a company domicile

Date 31 mar. 2009
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In a memorandum of 10 March 2009, the Danish Commerce and Companies Agency notifies of its decision to change its administrative practices pertaining to the registration of a company’s registered address.

 

Existing practice

In Danish company law, the place of registration is decisive connecting factor. Consequently, a company domiciled outside Denmark is not considered a resident of Denmark by the Danish Commerce and Companies Agency. Therefore Danish company law does not apply to the company.

 

Traditionally it has been stated that the registered address must be the place from where the company is actually managed. This view is supported in UfR 1918.39H as well as in the administrative practice of e.g. the Danish Company Appeals Board, cf. for instance its ruling of 18 November 2003 in which the Danish Commerce and Companies Agency’s practice was upheld.

 

 

Change of practice

Previously, Danish company law required all members of management in limited liability companies and small limited companies to have permanent address in Denmark. In 1996, this requirement was repealed for small limited companies. In 2004, the requirement was similarly repealed for members of management in limited liability companies.

 

As a consequence hereof, all members of management can now have a permanent address abroad. Therefore members of management cannot be required to be Danish citizens.

 

On this background, the Danish Company Appeals Board states in the memorandum of 10 March 2009 that the present requirement about a company’s domicile being the origin of management is moderated.

 

According to the Danish Company Appeals Board, the decisive factor will henceforth be whether or not it is possible to reach the company’s management at a Danish domicile.  It must though be a real contact, meaning that it must actually be possible to reach the management. Consequently, a company still cannot designate a post office box as its registered address.

 

The Danish Company Appeals Board states that the requirement henceforth can be fulfilled by the company having a representative affiliated to the registered address. The repræsentative could for instance be an attorney.

 

 

Which code of practice is subject to the change of practice?

In the memorandum, the Danish Company Appeals Board states that the change of practice only applies to the practices of company law. Any consequences the change of practice may have on the tax and indirect tax legislation has not been addressed

 

 

  

If you have questions or require additional information on the duty of disclosure of companies admitted to trading on a regulated market, please contact attorney Dan Moalem (dmo@mwblaw.dk).

 

 

The above does not constitute legal counselling, and Moalem Weitemeyer Bendtsen does not warrant the accuracy of the information. With the above text, Moalem Weite-meyer Bendtsen has not assumed responsibility of any kind as a consequence of a reader’s use of the above as a basis of decisions or considerations.