Iværksætterselskabets afskaffelse: Vil det medføre øget filialdrift i Danmark?

Abstract

This master’s thesis seeks to investigate the reasoning behind the introduction and abolishment of the Danish entrepreneurial company and furthermore whether the abolishment will lead to an increased risk in Danish operations through branch offices of Irish and German low capital companies. To assess the risk it is deemed to be necessary to understand the legal basis procured by several important verdicts by the EU Court of Justice. The thesis will therefore analyze and explain the impact of the most important EU verdicts that have confirmed the freedom of establishment, which is secured by the European law. The Danish government decided to modernize the Danish Companies Act, which later led to the introduction of the Danish entrepreneurial company. To understand the new company variant the thesis firstly explains the predecessor of low capital companies, S.M.B.A., to the entrepreneurial company, before analyzing the differences to the traditional Danish limited liability company. The later evaluation of the new company variant by the Danish Business Authority in 2018 were the main reasoning behind the proposal of the abolishment, why the arguments presented in their report are investigated to clarify if the conclusions made by the authorities were based on valid data, were missing important features or had indicators detecting biased opinions. The Minister of Trade and Industry encouraged the government to abolish the entrepreneurial company through a swift process, which led to the consideration of whether the Minister had a preference of abolishing the company before further misuse of the company variant took place instead of gathering information from knowledgeable parties creating sufficient conditions for the decision making. The thesis investigated the risks of increased branch office activity through an economic model summarizing the total experienced transaction costs by choosing either a Danish company or a German or Irish company operated through a Danish branch office. Based on the economic model this thesis concludes that based on the present minimum capital requirements to the Danish limited liability company of 40,000 DKK, it will not lead to an increased risk in Danish operations through branch offices of Irish and German low capital companies. Even though the abolishment of the entrepreneurial company does not expect to lead to increased branch office activities from Germany and Ireland, it is still necessary to consider the impact the abolishment may have had on Danish entrepreneurship in general.