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Executive Board

All Danish Public Limited Liability Companies must have an Executive Board (“EB”) either in a combination with a Supervisory Board (“SB”) or a Board of Directors (“BoD”).

[...]

Division of Duties: Generally speaking, the EB handles and is responsible for the “day-to-day” management of the Company. If an SB is established, the EB performs the overall, the strategic and the “day-to-day” management of the Company and the SB supervises and ensures that the responsibilities of the EB are performed properly. Reference is made to the description of, respectively, “Supervisory Board” and “Board of Directors” for the division of roles when such governing bodies are established.

Composition: There are in principle no limitations as to the number of EB members, however, it is rather common that the EB consists of 1-3 members with a Managing Director/CEO in charge. Only natural persons with full legal capacity can be EB members.

Appointment/Dismissal Competence: The EB members are appointed by the SB or the BoD by a simple majority of votes or at the General Meeting ("GM") if the EB is the sole governing body of a Private LLC.

Alternative: Not applicable.

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

Convening of BoD/SB Meeting.

Convening notice.

No, however usually signed by the Chairman of the BoD/SB.

Within "reasonable" time for all BoD/SB members to participate.

No.

No.

Yes, if all BoD/SB members concur.

Notice to be given in writing (by letter, email etc.) to all BoD/SB members.

2

BoD/SB Meeting.

Minutes of the BoD/SB Meeting.

Yes, to be signed by all BoD/SB members present at the Meeting.

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

No.

No.

No, however, no physical meeting is required if all BoD/SB members concur.

The appointment will become effective as per the date of the BoD/SB Meeting 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 (if BoD is established) or registration form on paper (if SB is established);

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

Yes, to be signed by the person filing the registration (only if an SB is established).

No later than 2 weeks following the BoD/SB Meeting.

No.

No.

No.

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

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

1
Step 1
No specific requirements*
2
Step 2
0 weeks
3
Step 3
0-2 weeks

0-2 weeks + reasonable time

*Within reasonable time for all BoD/SB members to participate.

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

Convening of BoD/SB Meeting.

Convening notice.

No, however usually signed by the Chairman of the BoD/SB.

Within "reasonable" time for all BoD/SB members to participate.

No.

No.

Yes, if all BoD/SB members concur.

Notice to be given in writing (by letter, email etc.) to all BoD/SB members.

2

BoD/SB Meeting.

Minutes of the BoD/SB Meeting.

Yes, to be signed by all BoD/SB members present at the meeting.

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

No.

No.

No, however, no physical meeting is required if all BoD/SB members concur.

The dismissal will become effective as per the date of the BoD/SB Meeting 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 (if BoD is established) or registration form on paper (if SB established).

Yes, to be signed by the person filing the registration (only if an SB is established).

No later than 2 weeks following the BoD/SB Meeting.

No.

No.

No.

1
Step 1
No specific requirements*
2
Step 2
0 weeks
3
Step 3
0-2 weeks

0-2 weeks + reasonable time

*Within reasonable time for all BoD/SB members to participate.

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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