Extension for submission of the annual report and eased regulations for hosting electronic general meetings

The deadline for submitting the annual report is postponed with 3 months

In our latest blogpost the consequences of the Assembly Prohibition are discussed, as well as the extension of the deadline for submission of the annual report. The Danish Parliament has hereafter adopted new legislation that alters the former situation. The following points are to be kept in mind.

In accordance with the applicable regulations for listed companies, the annual report must be submitted to the Danish Business Authority (Erhvervsstyrelsen) no later than four months after the end of the financial year, and no later than five months for unlisted companies and other legal entities.

With the newly adopted legislation (April 7, 2020), the deadline for submission of the annual report in the Danish Financial Statements Act (årsregnskabsloven) is postponed by three months. Hence, for listed companies with the calendar year as the financial year the deadline is July 31, 2020, and for unlisted companies with the calendar year as the financial year the deadline is August 31, 2020.

The extension of the deadline for submission applies to both listed and unlisted companies with a financial year that ends in the period of October 31, 2019 to April 30, 2020. The notice equally applies to branches of foreign companies that is required by the Danish Financial Statements Act (årsregnskabsloven) to submit the foreign companies’ annual reports to the Danish Business Authority (Erhvervsstyrelsen).

If the Assembly Prohibition continues. The deadline is expected to be postponed further. In that case, companies must submit the annual report no later than eight weeks after the end of the Assembly Prohibition and furthermore the extension requires:

  • (i) the Assembly Prohibition is in effect at the end of the extended deadline for submitting the annual report (i.e. after July 31 and August 31, 2020, respectively)
  • (ii) the companies have not been able to host the general meeting before the deadline.
  • (iii) this extension furthermore requires notification of the Danish Business Authority (indberet@erst.dk) no later than 31 July, 2020 for listed companies and no later 31 August, 2020 for unlisted.

The newly adopted legislation also leads to an extension of the deadline for hosting the annual general meeting. Thereby, listed companies will have to host the annual general meeting no later than 31 July, 2020 and unlisted companies no later than 31 August, 2020. This is unless the deadline is postponed further, cf. above.

The extension of the deadline applies regardless of provisions in the articles of associations that may stipulate otherwise. Therefore, the extension applies also if the provisions manifest shorter deadlines for the hosting the annual general meeting.

Electronic general meetings

According to the Danish Companies Act (selskabsloven), it is a requirement that the articles of association provides provisions hereof. The newly adopted legislation provides an opportunity to host a general meeting electronically, without provisions hereof in the Articles of Association, and without a decision from the general meeting.

The new legislation hereby makes it possible to host the general meeting electronically due to the extraordinary circumstances. It is the decision of the management to host a general meeting electronically.

The newly adopted regulation concerning the electronic general meeting applies to general meetings held within eight weeks after the end of the Assembly Prohibition.

Link to the newly adopted legislation:

https://www.retsinformation.dk/Forms/R0710.aspx?id=213969