Financial Business Act.pdf

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While this translation was carried out by a professional translation agency, the text is to be regarded as an unofficial translation based on the latest official Consolidated Act no. 286 of 4 April 2006. Only the Danish document has legal validity. October 2006, GlobalDenmark Translations under sections 89-96, the dividend shall, however, be approved by the management of the affiliation. (2) The general meeting may resolve that gifts for social purposes or similar may be made from the funds of a cooperative savings bank provided that such gifts seem reasonable after taking account of the intention of the gift and the financial position of the cooperative savings bank, as well as other circumstances in general. For the purposes mentioned in the 1st clause, the board of directors may apply amounts of little significance in relation to the financial position of the cooperative savings bank. VII Intervention in or cessation of the financial undertaking Part 14 Amalgamation and conversion Amalgamation 204.-(1) A financial undertaking may not, without the permission of the Minister for Economic and Business Affairs, be amalgamated with another financial undertaking or a specific business function of another financial undertaking. The same shall apply when the continuing undertaking is a foreign undertaking. (2) An insurance company which, in the event of amalgamation, transfers all or part of its portfolio of insurance contracts to another insurance company and the amalgamation is not covered by part 15 of the Public Companies Act shall be released of its responsibility to the policyholders when being granted the permission mentioned in subsection (1). (3) Unless the Minister for Economic and Business Affairs considers that a license for the transfer of an insurance portfolio should be refused, the Danish FSA shall publish a report on the transfer in the Danish Official Gazette and in a national daily newspaper. The report shall contain a request to the policyholders whose insurance contracts are proposed to be transferred to notify the Danish FSA in writing no later than three months after the publication if they have any objections to the transfer. At the same time, the company shall submit a notice of the transfer and the report of the Danish FSA to the policyholders whose addresses are known to the company. (4) After expiry of the time limit mentioned in subsection (3), the Minister for Economic and Business Affairs shall, under consideration of the objections made, decide whether the insurance portfolio may be transferred in accordance with the proposal made. The transfer may not be invoked as basis for cancelling the insurance contract. (5) If the transfer of an insurance portfolio takes place in connection with a merger of insurance companies, said merger may, notwithstanding section 27 of the "lov om forsikringsaftaler" (act on insurance contracts), not be invoked by the policyholders as a ground for cancelling the insurance contract. EXCLUDING MINOR AMENDMENTS (6) In connection with the transfer of life-assurance business, the insurance conditions of the transferor company may only be modified to the extent deemed by the Danish FSA to be a necessary consequence of the transfer, including changes in the rules for bonuses.
While this translation was carried out by a professional translation agency, the text is to be regarded as an unofficial translation based on the latest official Consolidated Act no. 286 of 4 April 2006. Only the Danish document has legal validity. October 2006, GlobalDenmark Translations (7) Merger plans and the statement of the valuation experts prescribed by section 134c(4) of the Public Companies Act shall, for insurance companies, be submitted to the Danish FSA no later than four weeks after having been signed, and the Danish FSA shall make the merger plan and the statement of the valuation experts public. 205.-(1) The Minister for Economic and Business Affairs may lay down regulations under which sections 134a-134k of the Public Companies Act, subject to the necessary variations, shall apply to savings banks, cooperative savings banks and mutual insurance companies as regards amalgamations. (2) Section 134 of the Public Companies Act shall apply to mutual insurance companies where the amalgamation takes place in accordance with the regulations laid down in pursuance of subsection (1). 206.-(1) The Minister for Economic and Business Affairs may lay down regulations under which sections 134a-134k of the Public Companies Act, subject to the necessary variations, shall apply when a savings bank takes over a limited company with a license to carry out bank business. (2) Section 134 of the Public Companies Act shall apply to takeovers covered by the regulations laid down in pursuance of subsection (1). Conversion of savings banks and cooperative savings banks into limited companies 207.-(1) For savings banks that have carried out operations since 1 January 1989, and for cooperative savings banks or affiliations of cooperative savings banks that have operated since 1 January 1995, the shareholder committee or the general meeting may, according to the regulations of this part of this Act, resolve to dissolve the savings bank, cooperative savings bank or affiliation of cooperative savings banks without a liquidation by transferring the total assets and debt of said savings bank, cooperative savings bank or members of the affiliation of cooperative savings banks to a limited company that is owned or established by the savings bank, cooperative savings bank or affiliation of cooperative savings banks and that has a license to operate bank activities (savings bank limited company/cooperative savings bank limited company). Shares in the limited company corresponding to the value of the assets transferred less the debt of the savings bank or the individual cooperative savings bank, cf. however section 208(2), shall for savings banks be transferred to a fund; for cooperative savings banks to a fund or an association; and for affiliations of cooperative savings banks to a fund or an association established for the individual members of the affiliation of cooperative savings banks. The funds shall be regarded as corporate funds. The members of the associations shall be shareholders in the limited company. (2) Resolutions in accordance with subsection (1) shall be made by the majority required to dissolve the savings bank, the cooperative savings bank or the affiliation of cooperative savings banks. (3) In the event of a dissolution of an association established in pursuance of subsection (1), which owns shares in a cooperative savings bank limited company, the own funds may not be distributed to the members of the association. EXCLUDING MINOR AMENDMENTS 208.-(1) Sections 134-134i of the Public Companies Act shall apply with the necessary changes to the merger, cf. section 207(1), between the limited company as the continuing
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Financial Business Act.pdf

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