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 company and the savings bank, the cooperative savings bank or the affiliation of cooperative savings banks as the company to be wound up. (2) The guarantors of the savings bank and the members of the cooperative savings bank shall, at their own choice, be offered either conversion of their guarantee certificates and cooperative share certificates into shares in the limited company at market value or cash redemption. The savings bank may also offer guarantors that the guarantee capital remain in the company for a period of no more than 5 years. In the event of dissolution of the company, guarantee injections shall be repaid before the share capital. (3) The merger plan mentioned in section 134a of the Public Companies Act shall contain information and provisions on the rights afforded the guarantors and the members of the cooperative savings bank. (4) The common presentation of accounts and opening balance sheet mentioned in section 134b of the Public Companies Act shall be prepared in accordance with the relevant accounting regulations for banks. (5) The Minister for Economic and Business Affairs shall approve the merger in pursuance of section 204(1). 209.-(1) The funds or associations established in pursuance of section 207(1) which own shares in a savings bank limited company or a cooperative savings bank limited company shall be managed by a board of directors of no less than 3 members. (2) A majority of the members of the board of directors mentioned in subsection (1) shall be appointed by the board of directors of the savings bank limited company, cf. section 207(1), from amongst the members of its board of directors. (3) A majority of the members of the board of directors of funds and associations possessing more than 25 per cent of the share capital of a cooperative savings bank limited company shall be appointed by the board of directors of the cooperative savings bank limited company, cf. section 207(1), from amongst the members of its board of directors. The chairperson of the board of directors of the savings bank limited company and the cooperative savings bank limited company shall always be a member of the board of directors of the fund or association. (4) For the board of directors of the funds or associations mentioned in subsections (1) and (2), one member shall be appointed by and from amongst the employee representatives of the savings bank limited company or the cooperative savings bank limited company, unless the regulations on group representation in the ”lov om erhvervsdrivende fonde” (corporate funds act) apply. The regulations in the Public Companies Act on group representation shall apply correspondingly for the relevant member. (5) In associations that possess less than the proportion of the share capital of a cooperative savings bank limited company mentioned in subsection (3), the board of directors shall be elected by the members of the association. EXCLUDING MINOR AMENDMENTS (6) Subsections (1)-(5) shall not apply if the savings bank limited company or the cooperative savings bank limited company has been wound up under sections 226 and 227 and the savings bank limited company or the cooperative savings bank limited company is not deemed to be continued. When a savings bank limited company or a cooperative savings bank limited company has been wound up and cannot be deemed to continue, the fund shall continue to be
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 deemed as a corporate fund, cf. section 207. As the fund authority, the Danish Commerce and Companies Agency shall permit the changes in the articles of association of the fund that are necessary under the ”lov om erhvervsdrivende fonde” (corporate funds act). 210.-(1) The articles of association of the savings bank limited company and the cooperative savings bank limited company shall contain provisions on limitations of voting rights for shareholders that ensure that the previous guarantor, depositor and cooperative democracy is retained. (2) The requirement under subsection (1) shall lapse 5 years after conversion into a limited company. 211.-(1) For savings banks that have carried out operations since 1 January 1989, the shareholder committee may resolve to dissolve the savings bank without a liquidation by transferring the total assets and liabilities of the savings bank to a limited company that is owned or established by the savings bank and that has a license to operate bank activities, and the committee may resolve that an undistributable savings bank reserve be established corresponding to the value of the transferred assets after deduction of the debt of the savings bank. (2) Section 7(7) and sections 207, 208 and 210 shall apply correspondingly. 212.-(1) The undistributable savings bank reserve, cf. section 211, may be used to cover a loss that is not covered by amounts available for dividends in the limited company. (2) In the event of a cessation of the bank, a distribution to shareholders may only take place after the obligations under subsection (4) have been fulfilled. (3) In a merger with another bank, the continuing company shall take over the savings bank reserve on the same terms as applied up to the date of the merger. (4) In the event of a cessation of the bank, the savings bank reserve may be used for the public good or for charitable purposes in accordance with more detailed regulations laid down in the resolution under section 211. 213. In addition to the provisions prescribed in section 201, 10 per cent of the profit for the year that is not used to cover losses from previous years shall be transferred to the undistributable savings bank reserve, cf. section 211. If the provision exceeds interest on the savings bank reserve corresponding to the minimum interest laid down by the Minister for Taxation after deduction of a proportionate share of the corporation tax for the year, only an amount corresponding to this interest shall, however, be provided. Mortgage-credit funds and mortgage-credit associations, that have been mortgage-credit institutions 214.-(1) Funds, that have been mortgage-credit institutions, and funds created in connection with conversion of mortgage-credit institutions into limited companies shall be covered by the ”lov om erhvervsdrivende fonde” (corporate funds act). EXCLUDING MINOR AMENDMENTS (2) Irrespective of whether a mortgage-credit limited company is being wound up under sections 226 and 227 and is not deemed to continue, the funds shall, cf. subsection (1),
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