New (far-reaching) publicity requirements in A/S and ApS

The Minister of Commerce and Economics presented on January 25, 2006, a new draft bill (no. 134) with amendments to the Acts on Companies in order to implement the amendments to the so called 1st EU-company law directive (directive 2003/58/EEC).

Public and private companies, including SE-companies, and Danish branches of foreign companies have for a long time been required to provide information on name, domicile, and registration No. on their letterheads etc. In the future, such information must also be available on a company’s homepage on the web, if the company has a homepage. There is no requirement to have a homepage.

Many companies do have a homepage, but the new draft bill is not clear as to how to determine what company among more or several companies (affiliates) in a Group legally has the homepage in question.

Often more business areas are presented on the same homepage, whilst there are separate legal entities for each business area. Do the new amendments imply an obligation to list all Group companies and inform about domicile, registration No.?. The new draft bill does not give an answer.

In the other EU-member states similar amendments to the company laws will be introduced, and e.g. in a Danish Group with several companies in various EU-member states, each local company law may require information be provided on the Group’s homepage, which in each country serves as the local homepage, too. The information to be provided may vary in each jurisdiction (e.g. to include not only domicile, registration No., but also the identity of the authorised signatories).

The commercial and companies register (“Erhvervs- og Selskabsstyrelsen”) must make available company information and documents in any official EU-languages other than the Danish language, if a Danish company so requests. Danish companies are given the opportunity to officially make company information in other languages than Danish public to customers and business partners etc., who may be interested in obtaining such information. It is only an option. A Danish company may not suffice with making filings of corporate documents in English language only.

According to the new draft bill the amendments shall enter into force as of December 31, 2006.