Statute Of Limitations ' Partially Paid Shares

Published date07 March 2022
Subject MatterCorporate/Commercial Law, Corporate and Company Law, Directors and Officers, Shareholders
Law FirmWinslow
AuthorMr Dines Benned Jensen

Until March 1st 2011 the subscribed capital and premium, if relevant, should be paid up to the company in full upon registration of a limited company in Denmark. The reasoning behind this rule was that the company should have a minimum capital that creditors could seek fulfilment in. The minimum amount of nominal paid-up capital depends on the type of limited company, and ranged from DKK 40,000 (ApS) to DKK 400,000 (A/S). (For a while it could be a low a DKK 1 (IVS), but this possibility no longer exists).

On March 1st 2011 this rule was amended, allowing registration of limited companies with only 25% of the subscribed nominal capital (minimum payment of DKK 40,000) and from 2013 the same rule has been in force for capital increases, allowing shareholders to pay up only 25% of the subscribed nominal capital.
If shares are subscribed at a premium, the premium must always be paid in full.

If the shareholder does not pay the capital of subscribed shares in full, a payment obligation arises, meaning the limited company receives a claim on the shareholder for the remaining payment. The claim becomes due on demand with two weeks' notice.

For instance, upon registration of an A/S with a subscribed nominal capital of DKK 400,000 the shareholder needs only to pay up DKK 100,000. The remaining DKK 300,000 is owed to the limited company by the shareholder.

In Danish law, The Company Act imposes an obligation on the management (managing director and/or the board of directors) to ensure sound...

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