7 - Denmark

Summary

Introduction

1. Denmark implemented the Regulation by the Act on the European Company (the‘SE Act’) and the Act amending the Danish Companies Act. The Directive was transposed into national law by the Act on Employee Involvement in the SE (the ‘Employee Involvement Act’). The Danish legislation entered into force on 8 October 2004.

In implementing the Regulation and transposing the Directive, Denmark sought to make the rules governing SEs as similar as possible to those applicable to Danish public limited-liability companies (‘A/S’). In most cases where the Regulation gives Member States an option to apply existing national law to SEs registered on their territory, this option has been adopted.

This report is a practical guide to the possibilities and obstacles inherent in establishing an SE in Denmark and in using Danish legal entities to form an SE. Furthermore, it reflects where Danish law contains preconditions for the formation or operation of an SE. Finally, pursuant to Article 9(1) of the Regulation, some essential provisions of the Danish Companies Act and other pieces of legislation applicable to SEs are outlined.

Reasons to opt for an SE

2. The European character of an SE distinguishes it from other corporateforms in Denmark. Unfortunately, the initial lack of uniform rules throughout the EU will undoubtedly discourage, to a certain extent, use of the SE. Its main selling point, namely a reduction in costs due to an ability to operate in all Member States in accordance with a uniform set of rules, is not yet a reality.