Directors’ Duties in Denmark

>> Liabilities and Penalties in Denmark

Exercise your responsibilities carefully as the penalties for failure to do so can be severe. You may be personally liable for losses, damages and costs incurred by the entity as a consequence of a breach of any of your duties as a director.

You may also be held personally liable if you exceed your powers or for failing to satisfy your duties. The liabilities are based on general principles under Danish law and in severe cases, you may be subject to criminal offences pursuant to the Act, as applicable from time to time.

Further, either the breach of duty itself, or the imposition of one of the sanctions described above, may lead to disciplinary action being taken against you and/or limitations upon you being able to continue in your role.

Please note that a directors’ liability cannot be restricted or limited, save for the General Meeting granting the board of directors’ relief from such liabilities.

Delegation of authorities

You are empowered to delegate aspects of your authority to other bodies or persons, however you will remain liable for the delegated body/person’s actions. Further, a delegation of powers may not result in or allow all mandatory duties prescribed to the board of directors to be delegated, for example responsibility surrounding the supervision of the management.

Directors and officers (“D&O”) insurance

D&O insurance can be obtained in Denmark, with respect to medium and large size companies, almost all board of directors are covered by a liability insurance paid for by the company.


Latest version updated 4th April 2018

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