March 2009, the Minister for Economic and Business Affairs submitted a draft for a new Companies Act (L170 2008-09). The draft which was based on the Committee for Modernizing Company Law’s recommendations allowed loan to shareholders under certain conditions. However when the Companies Act was adopted, the ban against loans to shareholders was retained. On this background the thesis address the following main question: What is the reasons for the ban in the Companies Act § 210 against loans to shareholders, and is it relevant to retain the ban? The purpose of this thesis is to investigate the law of the Companies Act regarding loans to shareholders in order to answer the thesis main question. First the main purpose for the Companies Act is investigated, after this the thesis goes one level deeper into the legal framework, to find the reasons for the ban against loans to shareholders. The Danish Act is compared with Companies Acts in other European countries to see if these countries also ban loans to shareholders. The thesis will then discuss whether the ban is relevant compared to the primary stated purpose for creditor protection. The thesis argues that the Danish ban against loans to shareholders, meets the purpose for creditor protection for companies whit negative profit and loss accounts, and if loans exceeds the profit and loss accounts. If loans do not exceed profit and loss accounts the ban does not protect the creditors, because the shareholders will have other ways to transfer funds to the shareholder such as dividend and purchase for own shares. Therefore there are reasons to consider whether the Danish ban should be changed so that loans could be allowed under certain conditions such as suggested by the Committee for Modernizing company law.
|Uddannelser||Cand.merc.aud Regnskab og Revision, (Kandidatuddannelse) Afsluttende afhandling|