Company bill targets straw men, freezes abusive filings, widens audit bans

Boards, officers, advisers and auditors face a broad company-law bill L 10, tabled in the Folketing on 7 October 2026Retsinformation by the Minister for Business and Competitive Strength. The bill follows up on the TV 2 documentary Den Sorte Svane, implements Directive (EU) 2025/25 of 19 December 2024 on digital tools in company law, and aligns related-party transaction rules with the shareholder-rights directive. Most of the act would enter into force on 1 January 2027Retsinformation, with the BRIS register-link and curator-publication provisions taking effect on dates the minister sets.

The Business Authority could immediately shut a filer's access to instant digital decisions where it has reasoned suspicion of IT-system abuseRetsinformation, and shut a capital approver's access where declarations on paid-up capital are abusedRetsinformation. Affected filers still file, but cases go to manual handling; restoration is possible on request or on the authority's own initiative, and repeat abuse can bring a suspension of up to one year.

Filers warrant that every registration or filing is lawful, with proper authority and valid documentation. Persons and businesses running customer due-diligence checks under the anti-money-laundering act carry a heightened duty, including identifying and verifying the client who authorised the filing. Shareholders must not assist a registration they knew or should have known was unlawful. In special cases the authority could demand an expert statement on the correctness of specific information, including capital, beneficial owners, actual management and the legality of related transactions, appointing the expert at the company's expense.

Companies sent to compulsory dissolution over failed actual-management or beneficial-owner checks could no longer enter mergers or divisions. The authority could refuse or deregister management members where actual management is in doubt, branch managers must actually manage the branch and must not be disqualified in Denmark or another EU/EEA country, and uncontactable branches could be deleted. Probate courts would notify the authority of appointed trustees for registration.

The Audit Board could impose prohibitions and disqualify auditors whether or not the complainant sought that sanctionRetsinformation, could add a special examination as a condition of a conditional disqualification, and re-admission after disqualification would require passing the written auditor examination plus clean public-debt, residence, capacity and insurance conditions.

Listed companies with voting shares on a regulated market in the EU/EEA get a rewritten related-party chapterRetsinformation: a transaction is material at 10 per cent or more of total assets or 25 per cent or more of operating profit by fair value under the latest group accountsRetsinformation, aggregated per related party per financial year, with related parties defined by IAS 24 as adopted by the Commission. Material transactions need advance approval of the supreme governing body without the involvement of conflicted membersRetsinformation, and a notice on the company website for five years covering the relationship, names, date, fair value and facts needed to judge arm's-length terms. Ordinary business transactions are exempt but need an internal periodic-review procedureRetsinformation; wholly owned intra-group deals and a handful of defined categories are also exempt. Remuneration policies must state contract durations and notice periods, and temporary deviations must serve the company's long-term interests and sustainability or secure its viability.

Legal basis: bill L 10 (Fremsat den 7. oktober 2026Retsinformation) amending the Companies Act (selskabsloven), the Business Undertakings Act (erhvervsvirksomhedsloven), the Commercial Foundations Act, the Auditor Act and others; Directive (EU) 2025/25 of 19 December 2024.