Det danske kapitalkrav og dets potentielle indflydelse på den frie etablering

Thomas Backhausen Tjustrup

Student thesis: Master thesis


This thesis will analyze the Danish capital requirement for limited liability companies and examine its impact on entrepreneur's incentive to establish a company in Denmark. The requirement will be compared in the light of the fundamental freedom of establishment to assess the potential influence of the capital requirement. By analyzing the Danish capital requirement, it is necessary to include EU regulation because Denmark due to the EU membership, Denmark is subject to the principle of supremacy, and thus subject to EU regulation, where it is regulated. The purpose of the requirement is to protect creditors. Through the legal analysis, this protection is found to be of small value, which is why the requirement is found to possess a greater optical value than a real protection. The economic analysis will show different scenarios; establishment under the current conditions and establishment where a share of interest is made. This will be done to assess the scenario that will generate an optimal contract based on asymmetric information, based on the principal-agent theory. With a combination of principal-agent theory, game theory and microeconomics, it is found that the scenario that generates the highest overall utility is the scenario where the parties share their interest, since the parties' individual interests are taken into consideration and by this a pareto-improvement will happen. In the integrated analysis the legal possibilities will be compared with the most efficient outcome from the economic theory. This will establish a game which uses the principles of the classical Prisoners-Dilemma matrix to analyze the new opportunities from an economic point of view. Here it is concluded that the scenario with a tightening of the managerial responsibility and no capital requirement will lead to a more attractive and efficient Danish company law. Therefore it is concluded that the Danish capital requirement has a negative influence on entrepreneurs' incentive on establishing a company in Denmark, as this can be realized more easily and legally in most of the surrounding member states and thereby the requirement must be estimated to have a negative impact on the fundamental freedom of establishment

EducationsMSc in Commercial Law, (Graduate Programme) Final Thesis
Publication date2012
Number of pages73