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 292.-(1) In limited insurance companies, distributions of the company's funds to the shareholders, in addition to distributions under sections 290 and 291, may only take place as payment of a dividend in connection with a reduction in the share capital or dissolution of the company. In mutual companies, distribution to members in other respects may only take place in accordance with regulations in the articles of association. (2) Dividends to shareholders, interest to guarantors, or payments to members of mutual insurance companies may not exceed what is appropriate in consideration of the company's financial position or the group's financial position in parent companies. 293.-(1) An insurance company may, if the articles of association contain provisions in this respect, make provisions to a contingency fund. (2) Funds, which have been allocated to the contingency fund, may not be withdrawn from said contingency fund. Similarly, no changes to the articles of association may be made, which have the effect that funds that have already been allocated to the contingency fund under subsection (1) can be withdrawn from said contingency fund. The funds of the contingency fund may, however, after authorisation by the Danish FSA, be used to cover losses in connection with payment of insurance liabilities, or in other ways that are advantageous for the insured parties. Special regulations for mutual non-life assurance companies with limited objects 294.-(1) The provisions of sections 295-303 shall apply to mutual non-life assurance companies whose articles of association state 1) that the objects of the company are limited to effecting contracts of insurance against accidents and sickness in such manner that the insured parties are also policyholders, or to effecting contracts of insurance for domestic animals, 2) that the company only carries out business in Denmark, 3) that the company does not effect contracts of insurance for periods of more than one year at a time, 4) that the company only effects direct insurance contracts, 5) the maximum sum which the company may accept on a single risk without reinsurance, or state a provision to the effect that regulations thereon shall be laid down by the Danish FSA in connection with the issue of the concession, and 6) the possibility of collecting supplementary contributions or reducing the benefits. (2) A mutual non-life assurance company shall not be covered by the provisions of this part of this Act if 1) its annual premium income exceeds an amount fixed by the Danish FSA, or 2) less than one-half of its annual premium income derives from natural persons who are members of the company. 295.-(1) The provisions of sections 112(2) and 126(1) of this Act, and sections 3 and 5, section 6(1) and (3)-(5), sections 7-10 and section 11(1) and (3) of the Public Companies Act shall not apply in relation to the formation of companies covered by this part of this Act. EXCLUDING MINOR AMENDMENTS (2) The articles of association may provide that a board of management shall not be appointed.
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 296.-(1) No members or guarantors may be enrolled before draft articles of association have been drawn up. The draft articles of association shall be available on such enrolment. (2) The first general meeting shall be held no later than six months after the enrolment was commenced unless no members or guarantors have been enrolled. In the latter case, the obligations assumed in connection with subscription to the share capital shall lapse and amounts paid up shall be repaid, however, after deduction of expenses incurred, if this was stipulated at the time of the subscription. (3) Persons entitled to vote according to the draft articles of association shall be invited to the first general meeting. (4) The general meeting shall resolve by a simple majority of votes whether the articles of association shall be approved and whether the company shall be formed. A resolution altering the draft articles of association may be passed by a simple majority of votes notwithstanding the provisions of the draft articles of association on alterations after the formation of the company. However, a resolution for alteration, which has not been mentioned in the notice of the meeting, shall require the consent of all persons entitled to vote. A resolution for formation shall not be passed until the articles of association have been finally approved. (5) When the company has been formed, a board of directors and auditors shall be elected as provided by the articles of association. 297.-(1) The company shall apply for registration with the Danish Commerce and Companies Agency no later than two months after the first general meeting. If such time limit is exceeded, the obligations assumed on the subscription of the share capital shall lapse, cf. section 296(2), 2nd clause. No registration may be effected thereafter. (2) On or before the date of filing of the application for registration of the company with the Danish Commerce and Companies Agency, the company shall file an application for a license with the Danish FSA. The application shall be accompanied by a certified transcript of the minutes of the proceedings of the general meeting. 298. With the authorisation of the Danish FSA, the operating plan mentioned in section 18 may be limited in time, or be omitted, if it is not necessary for determining the capital base. The Danish FSA may also, having regard to the nature and extent of the business of the company, permit there to be no share capital or other form of capital base. 299. If the company has no board of management, the duties imposed on the board of management by this Act shall be performed by the board of directors. 300.-(1) Members of the board of directors and of the board of management shall represent the company in its external affairs. (2) The company shall be bound by legal transactions entered into on behalf of the company by the entire board of directors or by a member of the board of directors or by a member of the board of management. EXCLUDING MINOR AMENDMENTS (3) The authority to sign for the company conferred on each member of the board of directors and of the board of management in pursuance of subsection (2) may be restricted by the articles of association so that the authority to sign may only be exercised by one or more
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