Takeovers are regulated by the Danish Public Companies Act - Chapters 4, 10 and 15.
Tax-free mergers, divisions or inputs of assets are regulated by the Danish Merger Tax Act.
Tax-free share conversions are regulated by the Danish Capital Gains Tax Act.
Types of takeover
A merger here means that a public or private limited company is dissolved without liquidation by transferring the company's total assets and liabilities to another public or private limited company.
Division means that a company transfers some or all of its assets and liabilities to one or more existing or newly created companies in return for a payment to the shareholders of the transferring company.
- Mergers and divisions in practice
- The transfer of assets means that a private or public limited company transfers its business or part of its business to another company in return for payment in the form of shares in this company.
The conversion of shares means that a shareholder converts shares in one company to shares in another company. A holding company is created for the conversion of shares, and this company is placed between the shareholder and the original company.
When taking over a new company, you generally take on all the liabilities of the company, as well as any liabilities in relation to the employees.
Steps in the takeover process
A purchase contract between the buyer and seller must be drawn up for a takeover.
The seller has a duty to inform the buyer of any circumstances or problems affecting the company.
The buyer's duty to investigate the company depends on specific circumstances. Importance is given to:
- familiarity with the sector;
- the assistance the buyer has received from experts regarding the transaction;
- whether the buyer has had free and unrestricted access to examine books, accounts, etc.
Retiring business owners need to plan the transfer of their business in advance.
Some standard requirements to be completed when taking over a business are the same as when setting up a new business.
If the transaction involves changes under company law, they must be reported to the Danish Business Authority, usually no later than 2-4 weeks after the decision is made.
To be used when the statutes, etc. of limited liability companies are changed.
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