Financial Business Act.pdf
Financial Business Act.pdf
Financial Business Act.pdf
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While this translation was carried out by a professional translation agency, the text<br />
is to be regarded as an unofficial translation based on the latest official Consolidated<br />
<strong>Act</strong> no. 286 of 4 April 2006. Only the Danish document has legal validity.<br />
October 2006, GlobalDenmark Translations<br />
(3) The company shall endorse the guarantee interest regarding the registration mentioned in<br />
subsection (2).<br />
General meetings in mutual insurance companies<br />
289.-(1) Legal proceedings regarding a resolution of a general meeting that has not been<br />
made legally or is contrary to this <strong>Act</strong> or to the articles of association of the company, may be<br />
commenced by a voting participant, a member of the board of directors, or by a member of<br />
the board of management.<br />
(2) Such legal proceedings shall be commenced no later than three months after the<br />
resolution. Otherwise, the resolution shall be regarded as valid.<br />
(3) The time limit mentioned in subsection (2) shall not apply when<br />
1) the resolution could not be made legally even with the consent of all voting<br />
participants,<br />
2) the company's articles of association require consent for the resolution by all or certain<br />
members, guarantors or voting participants, and when such consent has not been<br />
given,<br />
3) the general meeting has not been called, or the company's regulations regarding calling<br />
a meeting have been substantially disregarded, or<br />
4) the person, who has commenced legal proceedings after expiry of the time limit<br />
mentioned in subsection (2) but no later than 2 years after the resolution was made,<br />
has had a good reason for the delay, and the courts, for this reason and in<br />
consideration of the general circumstances, find that application of the provisions in<br />
subsection (2) would lead to obvious unfairness.<br />
(4) If the court finds that the general-meeting resolution has not been made legally or is<br />
contrary to this <strong>Act</strong> or to the articles of association of the company, cf. subsection (1), said<br />
resolution shall be made invalid or changed by the court. A change of the general-meeting<br />
resolution may, however, only be carried out if a claim in this regard is made and the court is<br />
able to determine the rightful content of said resolution. The court decision shall be valid for all<br />
members and guarantors.<br />
Dividend distribution, contingency fund, etc.<br />
290. Only the profit for the year in accordance with the audited annual report for the most<br />
recent accounting year, retained earnings from previous years, and other reserves that are not<br />
non-distributable in pursuance of legislation or the articles of association of the company after<br />
deduction of both uncovered losses and amounts that must be allocated to a contingency fund<br />
or other purposes in pursuance of legislation or the articles of association of the company may<br />
be used as dividends to shareholders, interest to guarantors, or payments to members of<br />
mutual companies.<br />
EXCLUDING MINOR AMENDMENTS<br />
291. As long as the company's capital base does not meet the capital requirements under this<br />
<strong>Act</strong>, no dividend may be paid to shareholders, nor interest to guarantors, nor amounts to<br />
members of mutual companies.
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