Directors’ Duties in Denmark

>> Board Requirements in Denmark

Appointment of directors

The members of the board of directors and managers are elected by the general meeting of shareholders and according to Danish Law there is no minimum number of directors to be appointed to a private limited liability company (ApS). For an A/S and P/S the minimum number of directors is three.

In a limited liability company, directors must have full legal capacity and cannot be under any form of guardianship (in accordance with section 5 and 7 of the Danish Guardianship Act).

Board meetings and composition requirements

There is no stipulated minimum number of board meetings according to Danish law, although there is an implied minimum of one (1). The board may meet as often as they deem necessary in order to responsibly manage the company; in practice a board of a large company will meet five to nine times a year. The board must also, however, meet to discuss the Annual Accounts and the Annual Report once a year, where the board will acknowledge and confirm the content of both.

However, there is no requirement that the directors must act as a Board, an ApS company can chose between two governance compositions:

  1. A board of directors and a management board or
  2. A management board

Signatory rights/powers of directors

Under Danish company law a distinction is made between the right to represent the company and the right to sign on behalf of the company. The right to represent the company befalls all directors and managers individually but does not include the right to enter any legal transactions on behalf of the company.

Please note there are some decisions that neither directors nor managers have the competence or authority to decide on; these must be referred to the general meeting. Such decisions include amendments to the AoA, liquidation or decisions of an ‘extraordinary’ nature.

Conflicts

You also have a duty to declare any conflicts of interest. In some cases the conflict can be noted and you can remove yourself from any decision making within the entity upon the relevant matter. However if the conflict is of a more fundamental or continuing nature then you may need to resign your position. If in doubt, seek advice.

No officer may participate in any transaction of business, either directly or indirectly, that involves an agreement between the limited liability company and that officer, or legal proceedings against that officer, if they have a material interest in such business and their material interest could conflict with the interests of the company.

Therefore, a director is obliged to report any potential conflict of interest that may arise to the board of directors. The other directors will then decide on the matter without the member who has declared a conflict being present. Should the conflicted director’s absence result in a failure to reach the meeting quorum a general meeting must be called to decide on the matter.

Please note there are no qualifying requirements for a director relating to either nationality, residence, education or professional experience.


Latest version updated 4th April 2018

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