Navigation path

Share on 
	Share on Facebook
  
	Tweet it
  
	Share on google+
  
	Share on linkedIn
  
    
      E-mail
Set page to normal font sizeIncrease font size by 200 percentBookmark this pageChoose high-contrast version

Denmark

Mergers

Updated 09/2012

Legal requirements

The rules on mergers are contained in the following legislation:

The Danish Competition Act contains rules to ensure that mergers are not conducted so as to exclude effective competition on the market.

Types of merger

According to the Competition Act, a merger exists when:

  • two or more previously independent companies amalgamate into one company;
  • one or more persons who already control at least one company, or purchase units or shares in one or more companies, by agreement or otherwise, acquire direct or indirect control over all or part of one or more other companies;
  • a joint venture is established to perform all the functions of an independent business in the long term (an independently-operated joint venture).

The key issue is whether there is a change in or transfer of control at the company.

Merger by incorporation

Merger by incorporation (figurative merger) happens when two companies merge, and one of the companies ceases trading without being liquidated and transfers all its assets and liabilities to the other company, which continues trading.

When a company takes over another company; this may be a takeover of the whole company or of a part of it. The part of the company that is not taken over continues to exist as an independent company after the merger.

Merger by incorporation happens, for example, when a company is dissolved and all its assets and liabilities are transferred to another company. This is called a figurative merger.

Merger by setting up a new company

Merger by setting up a new company (actual merger) happens when two companies merge and continue trading as a new (joint) company.

A merger can also happen when two or more previously independent companies amalgamate to become a new company. The merging companies then cease trading as independent legal entities.

This is called an actual merger.

A merger can be both between companies that compete in the same market (horizontal merger), and between companies that are active in different parts of the supply chain (vertical merger).

Buying an existing company, with an already established structure, can be a good way of expanding your business.

Administrative procedures

Notification

When the merger is finally decided upon by the general meetings of the participating companies, notification is sent to the Danish Business Authority together with the minutes of the general meeting and any new statutes.

Merger conditions

A merger plan must be prepared for each company participating in the merger. The merger plan must be sent to the Danish Business Authority within 4 weeks.

The companies' management must prepare merger report.

An assessor (in practice an auditor) must prepare an evaluation report showing whether the remuneration for shares in the relevant company is reasonable and properly justified, and a creditors' report showing that all participating companies' creditors will be adequately insured after the merger.

The Danish Business Authority will publish the fact that the companies have started merger proceedings, immediately after it receives the above (at least the merger plan and creditors' report).

The company can make a final decision on whether to adopt the merger at a general meeting, no sooner than 4 weeks after the Danish Business Authority has published the merger plan, etc.

When a merger exceeds the threshold values for merger control in the Danish Competition Act, which are:

  • total annual turnover of at least DKK 3.8 million in Denmark and at least two of the participating companies with a total annual turnover in Denmark of at least DKK 300 million; or
  • at least one of the participating companies has a total annual turnover in Denmark of DKK 3.8 million, and at least one of the other participating companies has a total global annual turnover of at least DKK 3.8 million,

This must be reported to the Danish Competition and Consumer Authority. Mergers that are covered by the Danish Competition Act rules on notification obligations may only be implemented once the Danish Competition Council has given its approval.

The merger is reported by completing a special form, which can be found on the Danish Competition and Consumer Authority website.

The companies are responsible for ensuring that the notification is complete and correct. The periods in the Danish Competition Act for considering a merger only start to run from the date when the Authority has received all the information and thus the complete notification.

Assessment of the merger by the competition authorities

The Danish Competition Council approves mergers and can intervene in any merger that significantly impedes effective competition.

Registration

Publication of merger plan and creditors' report (at least) no later than 4 weeks after the decision.

The final implementation cannot be decided upon by the companies' general meetings sooner than 4 weeks after publication.

A notification must be sent to the Danish Business Authority, which then finalises the merger.

Changes to the company's statues must be reported to the Danish Business Authority. This can be done online on Virk.dk.

Resources

The Startvaekst portal contains comprehensive information about start-ups, business operations and growth. 

The following websites provide information on bussiness and tax  legislation relating to the purchase and sale of businesses:

For further information on buying and selling shares in companies whose shares are listed for trade in a regulated market, please visit the following websites:

Help & advice

Help & advice

You can involve a lawyer and accountant when contemplating the purchase or sale of a business.

E-mail a business organisation near you

The EU runs a network (Enterprise Europe Network) of local business organisations in most European countries that may be able to help you.

Choose your country and town and enter your enquiry below.

Country

Austria

Feldkirch

Graz

Innsbruck

Klagenfurt

Linz

Salzburg

Wien

Belgium

Antwerpen

Arlon

Brugge

Brussels

Charleroi

Gent

Hasselt

Leuven

Libramont

Liège

Mons

Namur

Nivelles

Bulgaria

Dobrich

Plovidiv

Ruse

Sandanski

Sofia

Sofia

Stara Zagora

Vratsa

Yambol

Croatia

Osijek

Rijeka

Split

Varazdin

Zagreb

Cyprus

Nicosia

Czech Republic

Brno

Liberec

Ostrava

Ostrava

Pardubice

Plzen

Praha

Usti nad Labem

Denmark

Aalborg

Copenhagen

Herning

Kolding

Viborg

Estonia

Tallinn

Finland

Helsinki

Oulu

Tampere

Turku

Vantaa

France

Amiens

Annecy

Aulnat

Besançon

Bordeaux

Bourg en Bresse

Caen

Cayenne

Chalons-en-Champagne

Chambéry

Dijon

Fort-de-France

Grenoble

Lille

Limoges

Lyon

Marseille

Marseille

Marseille

Montpellier

Montpellier

Nancy

Nantes

Orléans

Paris

Pointe-à-Pitre

Poitiers

Privas

Rennes

Rouen

Saint-Denis

Saint-Etienne

Strasbourg

Toulouse

Valence

Germany

Berlin

Bremen

Bremenhaven

Chemnitz

Dresden

Düsseldorf

Erfurt

Frankfurt/Oder

Freiburg

Hamburg

Hannover

Kaiserslautern

Kiel

Konstanz

Leipzig

Magdeburg

Mannheim

Mülheim an der Ruhr

München

Potsdam

Reutlingen

Rostock

Saabrücken

Stuttgart

Trier

Ulm

Villingen-Schwenningen

Wiesbaden

Greece

Athens

Heraklion

Ioannina

Kavala

Kozani

Thessaloniki

Tripolis

Volos

Hungary

Budapest

Debrecen

Győr

Nyíregyháza

Pécs

Szeged

Székesfehérvár

Zalaegerszeg

Ireland

Dublin

Italy

Abruzzo

Aosta

Apulia

Apulia

Ascoli Piceno

Basilicata

Bologna

Bologna

Cagliari

Calabria

Calabria

Campania

Catania

Catania

Florence

Genova

Gorizia

Milano

Milano

Milano

Molise

Naples

Naples

Palermo

Palermo

Perugia

Pesaro

Pordenone

Ravenna

Rome

Rovereto

Sassari

Sicily

Terni

Torino

Torino

Torino

Trieste

Trieste

Udine

Venezia

Venezia

Venezia

Latvia

Riga

Lithuania

Kaunas

Klaipėda

Vilnius

Luxembourg

Luxembourg

Malta

Pieta`

Netherlands

Den Haag

Nieuwegein

Norway

Ås

Oslo

Stavanger

Tromsø

Poland

Bialystok

Gdańsk

Kalisz

Katowice

Kielce

Konin

Kraków

Lublin

Lublin

Olsztyn

Opole

Poznań

Rzeszów

Szczawno-Zdrój

Szczecin

Szczecin

Toruń

Warsaw

Warsaw

Wroclaw

Zielona Góra

Łódź

Portugal

Aveiro

Braga

Coimbra

Évora

Faro

Funchal

Lisboa

Ponta Delgada

Porto

Romania

Arad

Bacau

Bucuresti

Cluj-Napoca

Constanta

Craiova

Galati

Iasi

Ramnicu Valcea

Timișoara

Slovakia

Bratislava

Prešov

Slovenia

Koper

Ljubljana

Maribor

Spain

Albacete

Alicante

Badajoz

Barcelona

Bilbao

Bilbao

Ciudad Real

Donostia- San Sebastian

Ferrol

Las Palmas de Gran Canaria

Llanera

Logroño

Madrid

Murcia

Oviedo

Palma

Pamplona

Paterna (Valencia)

Santa Cruz de Tenerife

Santander

Santiago de Compostela

Sevilla

Toledo

Valencia

Valladolid

Vitoria- Gazteiz

Zaragoza

Sweden

Borlänge

Göteborg

Jönköping

Kramfors

Luleå

Malmö

Örebro

Östersund

Stockholm

Umeå

Västerås

Växjö

United Kingdom

Belfast

Bristol

Cambridge

Cardiff

Coventry

Inverness

London

Manchester

Newcastle

Yorkshire and Humber

Enter your message here

* required field (you must enter data here)