Guidance on re-registering

According to §126 in the Act on Public Limited Companies or §62 in the Act on Limited Liability Companies, reregistering can only take place when a registration is sent to the Authority and conditional on:

• That the Authority has received the registration within 3 months after the company has been sent to Insolvency Court for enforced liquidation, see §126,3 in the Act on Public Limited Companies or §62,3 in the Act on Limited Liability Companies.
• Please note: a postponement in the liquidation process at the Insolvency Court does not affect the time limit for reregistering according to the above mentioned Acts.
• that the company has not previously within the past 5 years been sent to Insolvency Court for liquidation.
• that the share capital is at least DKK 500,000 for public limited companies and DKK 125,000 for limited liability companies, according to §126,3 in the Act on Public Limited Companies or §62,3 in the Act on Limited Liability Companies.

The registration must contain or be accompanied by:

1. Proper registrition form. Management and auditors must be notified, even if said parties were registered prior to the liquidation.
2. Confirmed minutes from the annual general meeting, according to §126 in the Act on Public Limited Companies or §62 in the Act on Limited Liability Companies:
           a. resolution that the company shall be reformed
           b. election of management and board
           c. election of auditors
           d. resolution to increase or decrease share capital and other
               possible changes to the articles of association
   
   
3. If there are changes to the articles of association, a dated copy of the changed articles shall accompany the registration
4. A notice signed by the auditor, that the equity (after possible changes) is at least the same as the share capital at the time of the annual general meeting, and that possible loans to share holders etc. have all been paid back to the company
5. All annual accounts not previously submitted. The annual accounts must be prepared in accordance with the Act on Annual Financial Statements, and be signed by the management, confirmed without reservation by the auditors, and be approved by the annual general meeting.
6. A registration fee of DKK 5,000 according to statute no. 87 of 11 June 2009.

It is advisable that the reregistration is done in conjunction with the company’s lawyer and auditor.

Queries concerning conditions for reregistration should be directed to the Authority.