Iværksætterselskabets fremtid

Abstract

This master thesis has its outset in the regulation of the Danish entrepreneur company. The entrepreneur company was first introduced in 2014 because of the competition between the legal systems in EU – a competition possible because of the CJEU ruling in the Centros-case. The parliament wanted an easy way for an entrepreneur to start a company with limited liability and limited capital requirement. The Danish Parliament abolished the company form in 2019 after a report from November 2018 concluded that the Danish entrepreneur company had higher compulsory dissolution rate than other Danish company forms and that the entrepreneur companies had large sums of unpaid debt to the Danish state. Not only Denmark has introduced an entrepreneur company in their company law. Germany, Belgium, Luxembourg and Italy have also through the 00’s and 10’s created a similar company form for entrepreneurs. They all have in common that the entrepreneur company was created as a variation of the states limited liability company and that the rule regarding the limited liability company also applied to the entrepreneur company with few explicit exceptions. Furthermore, all five countries have similar rules regarding capital requirement, company denomination and reserve. All the of the entrepreneur companies are inspired by the German Unternehmergesellschaft (Haftungsbeschränkt) but they have some differences. Some of the countries have made limitations to who can create entrepreneur companies and how many can be created at a time, some have limited the possibility to make non-cash contributions and one have forbidden payment of dividend. The protection of creditors in the Danish entrepreneur company is similar to the other limited liability company forms in Denmark. The three particular provisions – no non-cash contributions by formation of the company, no dividend payments and forces reserve – regarding the Danish entrepreneur company have been evaluated in regard to their contribution to an efficient allocation of welfare. None of the provisions create the efficient welfare since the founder of the company will try to evade the rules as this will generate a higher payoff. The abolishment of the entrepreneur company can therefore be an efficient solution. Two alternatives to the abolishment is discussed. Either continued abolishment and a further reduction in the capital requirement for the private limited liability company or reinstatement of the entrepreneur company with two new company-specific rules.