Aktieselskab
From Wikipedia, the free encyclopedia
 |
| Business law |
|---|
| Business organizations |
| Basic forms: |
| Sole proprietorship |
| Corporation |
| Partnership (General · Limited · LLP) |
| Cooperative |
| USA: |
| Business trust · LLC · LLLP Series LLC Delaware corporation Nevada corporation |
| Commonwealth/Ireland/UK: |
| Limited company (By shares · By guarantee) (Public · Proprietary) |
| Civil law countries: |
| AB · AG · ANS · A/S · A/S |
| K.K. · N.V. · OY · S.A. · GmbH |
| European Company Statute |
| Doctrines |
| Corporate governance |
| Limited liability · Ultra vires |
| Business judgment rule |
| De facto corporation and corporation by estoppel |
| Piercing the corporate veil |
| Related areas of law |
| Contract · Civil procedure |
An Aktieselskab (abbreviated A/S) is the Danish name for a stock-based corporation. An Aktieselskab can be both publicly traded and private. The shareholders of an Aktieselskab is not personally liable for the debts of the company.
Contents |
[edit] Liability
The shareholders of an Aktieselskab is not liable for the debt of the company. This can be used to protect the assets of the company against creditors by making a group of companies. If an A/S is being owned by a holding company (typically another A/S) the profit from the production company can be transferred to the holding company. Since there is no liability for the owners of an A/S, creditors from the production company will not be able to claim the profit in case of bankrupcy. Professional creditors like banks are protecting themselves from this by demanding that the holding company guarantees for the debts of the production company.
[edit] Formation of an A/S
The formation of an Aktieselskab follows five steps:
- The signing of a memorandum of association which must contain a draft of the articles of association of the company.
- Subscription for shares and payment of the share capital. The share capital must be greater than 500.000 DKK.
- Resolution to form the company at the first general meeting.
- Notification concerning the formation to the Danish Commerce and Company Agency.
- Registration of the company.
An Aktieselskab can only acquire rights or incur obligations as a company when it has been registered at the Danish Commerce and Company Agency.
[edit] The share capital
The share capital registered at the Danish Commerce and Companies Agency must be at least 500.000 DKK. The capital can come from contributions of cash or other assets.
If half of the capital is lost the board of directors has to convene a general meeting within six months.
[edit] The board of directors
An Aktieselskab has to have a board of directors of at least three members. Members of the board can be elected for a period of up to four years depending on the articles of association.
The board members are usually elected at the general meeting. The articles of association may confer upon public authorities or any third party the right to appoint one or more members of the board of directors. In companies with a staff of more than 35 employees on average over the last three years the employees are entitled to elect among themselves a number of members of the board of directors equally to half of the members of the board of directors elected by the shareholders or appointed by third parties.
[edit] See also
- Anpartsselskab (another Danish type of corporation equivalent to the limited liability company)
- Aktiebolag (the corresponding concept in Sweden)
- Aksjeselskap (the corresponding concept in Norway)
- Aktiengesellschaft (the corresponding term in Germany)
- Public limited company (the corresponding concept in the UK and in Ireland)
- S. A. (the corresponding concept in France, Spain and other Romanic countries)
- Naamloze Vennootschap (the corresponding concept in the Netherlands)
- Osakeyhtiö (the corresponding concept in Finland)
- Limited liability company
[edit] External links
- The Danish Public Companies Act - An English translation of the Danish Aktieselskabslov.
