Kapitalkrav og kapitalbegrænsninger i den nye selskabslov

Morten Flugt Fix

Student thesis: Master thesis


The thesis is analyzing what implications the easing of the capital requirement and the capital restrictions in the new Danish Company Act will have on 3 elements: 1. The companies’ possibilities to adjust the capital according to their needs 2. The creditor protection 3. The board’s responsibility and liability for sufficient capital The thesis sets out to answer this question by looking at the capital requirements and concludes that easing of the capital requirement follows the trends of Europe and has positive effects for the companies. It is questioned why it has not been further relaxed as the argument for capital requirement no longer is valid. The change does not have a great effect on the creditor protection as this already was close to nonexistent under the previous company laws. It secondly analyses changes in the capital restrictions regarding withdrawal of capital from a company. These changes are beneficial for both company types but especially the private company (ApS) gains from these changes and the company is now allowed to withdraw capital on the same terms as the limited company (A/S). It is concluded that the changes in capital restrictions do not pose any greater risks for the creditors but actions is suggested for the creditors to minimize risks and ensure the chance of compensation is case of losses due to board liability. The thesis then analyses the liabilities of the board relating to the new flexibilities in the capital requirement and the capital restrictions. There is put forward a list of actions for board to perform in order to minimize its liability and the conclusion is that the new flexibilities has not increased the board’s liability but expanded the area in which the board might be held liable. In the perspective of the thesis it is suggested that the Company Act could be improved by introducing a solvency model. The solvency model could replace the capital requirement as this would minimize the risks for creditors and not pose any significant extra costs for the companies.

EducationsMSc in Auditing, (Graduate Programme) Final Thesis
Publication date2011
Number of pages85