Amcham yearbook 2007-Tom5 - American Chamber of Commerce ...

Branch offices
A foreign enterprise officially domiciled in
another EU country may carry on business in
Denmark via a branch office with independent
management. Non-EU enterprises may
also establish branches in Denmark if there is
an international agreement authorising it, or
if similar rights are deemed to be enjoyed by
Danish enterprises in the relevant country, or
if permission to set up a branch is otherwise
given.
A branch is not a separate legal entity.
Therefore no capital contribution is required.
Consequently, no actual capital restoration is
required if the branch is loss-making. The
branch can “distribute” profits and grant
loans to the parent company without restrictions.
In reality, all financial obligations in the
branch are entered into on behalf of the par-
(Left)The Opera House, (Right) Børsen
ent company, which is liable for the obligations
of the branch, even after the branch
may have been closed down. The name of
the branch should include the parent company’s
name with the addition of ‘filial’ and
clearly indicate the nationality of the parent
company.
Management
A branch office must have at least one
branch manager who is authorised to sign
for the branch. The branch manager must be
domiciled in Denmark, be a citizen of an EU
or EEA country or reside in the EU or EEA
country in which the foreign main company
is domiciled. The branch manager can be an
authorised officer and/or manager of the
main company at the same time.
Financial statements and auditing
Separate financial statements for the branch
are not required in Denmark. However, not
later than 5 months after the year-end, the
financial statements comprising the parent
company’s total activities must be filed with
the Commerce and Companies Agency. In
certain circumstances, the ultimate parent
company’s consolidated financial statements
may be filed instead. The financial year must
coincide with the parent company’s financial
year.
Please note that since the branch is a part of
the parent company, the figures relating to
the branch may need to be audited by the
auditors of the parent company.
Once filed with the Commerce and
Companies Agency, the financial statements
are available to the public.
Hans Henrik Tholstrup
Formation and registration
procedures
Application for registration of the company
must be filed with the Commerce and
Companies Agency.
To register a limited liability company, the
following documentation must be submitted
to the Commerce and Companies Agency:
1. The Memorandum of Association
2. Documents referred to in the
Memorandum of Association
(for example the Articles of Association)
3. Documentation for cash payment of the
share capital (for example a statement of
account)
4. In case of a non-cash contribution,
a valuation report must be prepared
5. A copy of the minutes of the statutory
general meeting
6. Information on the names, addresses,
civil register numbers/CVR numbers of the
founders and the members of the supervisory
and executive boards
7. Copies of passports as documentation
for EU citizenship
8. Information on the name and address
of auditors
The company must be registered within 8
weeks of the date of the Memorandum of
Association. The founders are liable for the
company’s obligations until the company has
been registered with the Danish Commerce
and Companies Agency.
The registration takes approximately 1-4
weeks and is exempt from charges.
Further information is available on the
Commerce and Companies Agency’s
homepage, www.eogs.dk.
Purchase of a Ready-made Company
As an alternative to forming and registering a
new company, it is possible to buy an existing
company (a so-called ready-made company).
By doing so, the founders will avoid
any liability for the company's obligations in
the period from the time of foundation to the
time of registration. The cost of acquiring a
ready-made company is approx. DKK
10,000, in addition to the nominal share
capital.
Immediately following the acquisition of the
shares in a ready-made company, an
Extraordinary General Meeting of shareholders
is held in order to change the Articles of
Association and to elect a new board of
directors and auditors. Such changes must
be registered with the Commerce and
Companies Agency not later than 2 weeks
after having been adopted.
Registration of Branches
Branches are to be registered with the Danish
Commerce and Companies Agency
(Erhvervs- og Selskabsstyrelsen), before it can
carry on business activities in Denmark.
Further information is available on the
Danish Commerce and Companies Agency’s
homepage, www.eogs.dk.
Adresses and links
Ernst & Young
Tagensvej 86
DK-2200 Copenhagen K
+45 3587 2222
www.ey.com/dk
ey.copenhagen@dk.ey.com
The Danish Commerce
and Companies Agency
Kampmannsgade 1
DK-1780 Copenhagen V
+45 3330 7700
www.eogs.dk
ckk@eogs.dk
Invest in Denmark
Asiatisk Plads 2
DK-1448 Copenhagen K
+45 3392 1116
www.investindk.com
Ministry of Economic Affairs
Ved Stranden 8
DK-1061 Copenhagen K
+45 3392 3322
www.oem.dk
oem@oem.dk
Ministry of Finance
Christiansborg Slotsplads 1
DK-1218 Copenhagen K
+45 3392 3333
www.fm.dk
fm@fm.dk
Copenhagen Stock Exchange
Nikolaj Plads 6
DK-1007 Copenhagen K
+45 3393 3366
www.omx.dk
xcse@xcse.dk
The National Bank of Denmark
Havnegade 5
DK-1093 Copenhagen K
+45 3363 6363
www.nationalbanken.dk
nationalbanken@nationalbanken.dk
Statistics Denmark
Sejrøgade 11
DK-2100 Copenhagen Ø
+45 3917 3917
www.dst.dk
dst@dst.dk
52 53
Marble Church