Virk ownership-book entries no longer transfer to owner registration

Companies using Erhvervsstyrelsen’s ownership-book tool can no longer transfer its information into legal-owner registrations in Virk. The authority’s guidance now instructs companies to register and update ownership information in both places. Advisers administering company ownership records should therefore ensure that maintaining the book is accompanied by the required Virk registration.

The ownership book and the legal-owner register serve distinct functions. The book records the company’s shareholders and their holdings. Legal-owner registration concerns the significant holdings and voting rights that meet the applicable thresholds. For companies covered by selskabsloven, section 55 begins with holdings of at least 5% of capital or voting rights and also requires notification when specified ownership thresholds are reached or cease to be reached.

The statutory responsibilities remain relevant to the changed workflow. Section 50 requires the central management body to establish the ownership book as soon as possible after formation. The articles may provide for a person selected by the company to maintain it on the company’s behalf. Under section 58, significant owners, or the absence of such owners, must be registered no later than the company’s registration, with subsequent changes registered as soon as possible.

For registered shares, the book’s required information includes holdings, shareholder and pledgee identification, acquisition or disposal or pledge dates, and the voting rights attached to the shares, subject to the statutory exceptions. Keeping that information in the book does not, under the authority’s revised tool guidance, complete the separate legal-owner registration in Virk.

The authority continues to describe its ownership-book tool as optional.Erhvervsstyrelsen Companies may retain the solution they consider most suitable for maintaining the book. The practical change is the loss of the transfer facility for users of that tool, rather than a requirement to adopt it.Erhvervsstyrelsen The guidance places responsibility for legal-owner registration on the company and its managementErhvervsstyrelsen, while allowing the practical registration work to be delegated, for example to an accountant or lawyer.

The legal basis is selskabsloven sections 50, 52, 55 and 58, with the changed tool workflow described in section 3.7 of Erhvervsstyrelsen’s guidance on legal owners and ownership books.