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Board of Directors

The Board of Directors (“BoD”) is defined in the Danish Companies Act as part of an organisational structure which includes 2 governing bodies in the Company, the other governing body being the Executive Board (“EB”). This structure may be described as a Danish “hybrid” of the classic one-tier- and two-tier-setups of companies since BoD members may be EB members and vice versa.

[...]

Division of Duties: The BoD performs the overall management of the Company. The BoD is responsible for a proper organisation of the business of the Company, including the strategic management of the Company through establishment of an overall strategy, making decisions of unusual nature or major importance, ensuring bookkeeping, financial reporting and adequate financial resources of the Company as well as appointing members of the EB. The EB, on the other hand, is responsible for the “day-to-day” management of the Company. A more specific division of duties of the BoD and the EB is determined by the BoD, since the EB must follow the guidelines and directions issued by the BoD.

Composition: The BoD of a Public Limited Liability Company (“Public LLC”) must consist of at least 3 members and no maximum applies. Only natural persons with full legal capacity can be BoD members. Usually the BoD elects its own Chairman, unless otherwise provided in the Articles of Association (“AoA”) of the Company. The majority of the BoD members of a Public LLC must be non-members of the EB and no EB member of a Public LLC may be Chairman or Vice Chairman of the BoD of that Company. The Chairman of the BoD of a listed company may generally not perform any duties for the Company not related to his duties as Chairman.

Appointment/Dismissal Competence: The BoD members are appointed and dismissed by the shareholders at the General Meeting ("GM") of the Company by a simple majority of votes. However, the AoA may provide public authorities or other parties with the right to appoint and dismiss one or more BoD members. In a Public LLC the majority of the BoD members must be appointed by the shareholders at the GM. Furthermore, depending on the number of employees in the Company, the employees may as well be entitled to appoint and dismiss employee representatives for the BoD, amounting to approximately one-third of the total BoD members. The BoD members are appointed for a maximum period of 4 years or for a shorter period stipulated in the AoA with the possibility of reappointment. A BoD member may resign at any time.

Alternates: Alternates (in Danish: “suppleanter”) may be appointed for the BoD, either as (i) “general” alternates being able to a represent any member of the BoD who is absent or (ii) “specific” alternates representing a specific BoD member who is absent. It is optional whether alternates are appointed or not. The procedure for appointing and dismissing alternates is similar to the procedure for appointing and dismissing BoD members. The appointment and dismissal of BoD members and alternates may be handled simultaneously at the same GM.

Appointment
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice.

No, however usually signed by a representative of the BoD.

Maximum 4 weeks and minimum 2 weeks prior to the GM or maximum of 5 weeks and minimum of 3 weeks prior for listed Public LLCs (unless the AoA requires a longer notice period).

No.

No.

Yes, if all Shareholders of the Company concur.

In Private LLCs notice is to be given in writing (by letter or by email if electronic communication is adopted by the GM) to all Shareholders registered by name in the Company's Shareholders Register.

2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman of the GM.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

No.

No.

No, however, the GM may be held by written procedure if all Shareholders concur.

The appointment will become effective as per the date of the GM and is generally not affected by the registration with the Danish Business Authority (cf. Step 3).

3

Filing with the Danish Business Authority.

(i) Online form;

(ii) The new BoD member's consent to the registration. 

No.

No later than 2 weeks following the GM.

No.

No.

No.

Information needed in respect of each new BoD member; (i) non-Danish citizens - PDF copy of passport and home address, (ii) Danish citizens - social security number (in Danish: “CPR”.).

Documentation showing that the new BoD member is well aware of the registration with the Danish Business Authority may make up for consent.

1
Step 1
0-5 weeks*
2
Step 2
0 weeks
3
Step 3
0-2 weeks

0-7 weeks

*Less than 2 weeks only possible if Step 1 is waived.

Dismissal
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice.

No, however usually signed by a representative of the BoD.

Maximum 4 weeks and minimum 2 weeks prior to the GM or 5 and 3 weeks prior for listed Public LLCs (unless the AoA requires a longer notice period).

No.

No.

Yes, if all Shareholders of the Company concur.

In Private LLCs notice is to be given in writing (by letter or by email if electronic communication is adopted by the GM) to all Shareholders registered by name in the Company's Shareholders Register.

2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman of the GM.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

No.

No.

No, however, the GM may be held by written procedure if all Shareholders concur.

The dismissal will become effective as per the date of the GM and is generally not affected by the registration with the Danish Business Authority (cf. Step 3).

3

Filing with the Danish Business Authority.

Online form.

No.

No later than 2 weeks following the GM.

No.

No.

No.

1
Step 1
0-5 weeks*
2
Step 2
0 weeks
3
Step 3
0-2 weeks

0-7 weeks

*Less than 7 days only possible if Step 1 is waived.

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Plesner has provided all input about changing board members in Denmark. Plesner is recognized [...] as a leading Danish full-service law firm. Plesner covers all important areas of commercial law and is continuously rated among the best law firms in Denmark. Plesner carries out large and complex legal projects and our specialists are among the absolute best in their fields.

For more information about Plesner and changing board members in Denmark, please use the below contacts:

CONTACT: Lars Bunch, Partner
TEL: +45 36 94 11 36
EMAIL: labu@plesner.com
WEB: www.plesner.com