Existing user? Sign in
Share your needs with us, get contacted by law firms.
Free. Takes 2 min.
Securities law in Kalundborg operates within the national Danish legal framework and the broader European Union regime. Most rules that affect offers, trading, and disclosure obligations are set by the Danish Capital Markets Act and EU regulations that apply directly in Denmark. Whether you are a local investor, a Kalundborg based company raising funds, or a financial intermediary, you will encounter a combination of Danish and EU requirements designed to protect investors and support well functioning markets.
Issuers can seek admission to trading on Nasdaq Copenhagen, which is a regulated market, or consider the First North Growth Market, which is an exchange regulated multilateral trading facility with lighter admission requirements. Post trade settlement and safekeeping in Denmark is handled by Euronext Securities Copenhagen, the Danish central securities depository. Supervision is carried out by the Danish Financial Supervisory Authority, known in Denmark as Finanstilsynet.
Kalundborg has a strong industrial and life sciences base, including energy transition and circular economy projects. Capital raising in the area often involves private placements, venture financing, green instruments, project bonds, and employee equity programs, all of which must comply with Danish and EU securities rules.
- You plan to raise capital through an initial public offering, a First North listing, or a private placement and need guidance on disclosure, documentation, and timing.
- You are preparing an offer to the public and need to determine whether a prospectus or an information document is required, and how to comply with marketing and distribution rules in Denmark.
- Your company must comply with ongoing disclosure rules, ad hoc announcements of inside information, insider lists, and managers transaction notifications.
- You are a Kalundborg based SME considering crowdfunding or a cross border venture capital round and want to align your process with EU and Danish investor protection rules.
- You or your firm provide investment services and must address licensing, conduct of business, suitability, best execution, inducements, and product governance under MiFID II rules.
- You are involved in a takeover, merger, or delisting and need advice on mandatory bid thresholds, squeeze out rights, and equal treatment of shareholders.
- You need to structure an employee share or option plan that fits Danish company law, tax rules, and market abuse rules on inside information and trading windows.
- You face a regulatory inquiry from Finanstilsynet or need to respond to suspected market abuse, short selling reporting, or disclosure breaches.
- You are negotiating security interests over shares or bonds, or dealing with settlement, clearing, and corporate actions through the Danish CSD.
- You want to issue or invest in green and sustainability linked instruments and need to consider EU Taxonomy and investor disclosure expectations.
Danish Capital Markets Act. This is the core statute governing admission to trading, ongoing disclosure, market abuse enforcement, takeover bids, and major shareholding notifications in Denmark. Detailed rules also appear in executive orders and exchange rulebooks.
EU Market Abuse Regulation. MAR sets uniform EU rules on inside information, public disclosure as soon as possible, conditions for delaying disclosure, insider lists, and managers transactions. It also defines and prohibits insider dealing and market manipulation. Issuers may rely on specific safe harbors for buy back programs and stabilization if conditions are met.
MiFID II and MiFIR. These EU rules cover authorization and conduct of investment firms, including suitability and appropriateness tests, best execution, client categorization, inducements, product governance, trade reporting, and transparency. Danish investment firms and branches are overseen by Finanstilsynet.
Prospectus Regulation. Offers of securities to the public or admissions to trading on a regulated market generally require an approved prospectus unless an exemption applies. EU law allows certain smaller offers to be exempt from a full prospectus, subject to national thresholds and conditions. First North admissions use an exchange regulated company description rather than a prospectus, though other EU rules still apply.
Transparency and major shareholdings. Investors in issuers on regulated markets must notify the issuer and the regulator when their voting rights cross specified thresholds. In Denmark, common thresholds include 5 percent, 10 percent, 15 percent, 20 percent, 25 percent, 50 percent, and 90 percent. Notifications must be made within the applicable deadline set by EU and Danish rules.
Takeover bids. A mandatory takeover bid is generally triggered when control passes a set threshold of voting rights, commonly at or around one third. Bid procedures, equal treatment, and consideration rules are governed by the Capital Markets Act and executive orders. Squeeze out and sell out rights usually apply at 90 percent of capital and votes.
Short selling. EU short selling rules require private notification to the regulator at net short positions from 0.2 percent of issued share capital and public disclosure at 0.5 percent, with daily updates for changes of 0.1 percent steps. There are also restrictions on uncovered short selling and locate requirements.
Crowdfunding. The EU Regulation on European crowdfunding service providers applies to platforms that intermediate investment and lending based crowdfunding. Platforms must be authorized, and investor information and governance requirements apply. Issuers using platforms must align offer documentation with these rules.
Anti money laundering. The Danish AML Act applies to investment firms, some crowdfunding providers, custodians, and others. Firms must implement risk based KYC, sanctions screening, and transaction monitoring, including for beneficial ownership of legal entities.
Tax. Dividends paid by Danish companies are generally subject to withholding tax. Individuals are taxed on share income at progressive rates, with specific annual thresholds. Capital gains on shares are typically taxable for resident investors under rules that depend on holding periods and share types. Corporate income tax is charged at the Danish headline rate. Always obtain current tax advice.
Company law context. Rules in the Danish Companies Act govern share classes, pre emptive rights, general meetings, and the share register for A S and ApS companies. Transfer restrictions in private companies and shareholder agreements can affect how and when securities can be sold or pledged.
ESG and sustainable finance. Asset managers and some issuers face EU Sustainable Finance Disclosure Regulation requirements. The EU Taxonomy is shaping disclosures for green instruments, and investors may expect frameworks and reporting aligned with these standards.
Data protection. Processing shareholder and insider data must comply with the EU General Data Protection Regulation, including secure handling of insider lists and managers transaction data.
Shares, bonds, notes, covered mortgage bonds, depositary receipts, and many derivatives are securities. Other instruments can be securities if they are negotiable and represent financial rights. Classification affects what rules apply to offering and trading.
Not always. EU and Danish rules exempt certain offers below specified monetary thresholds or to limited investor groups, and some offers to qualified investors only. However, marketing rules still apply, and an information document or company description may be required. Obtain advice early to confirm your route.
Under the EU Market Abuse Regulation, issuers must disclose inside information to the public as soon as possible. A delay is allowed only if strict conditions are met, including that delay is not likely to mislead the public and confidentiality is preserved. Issuers must keep an insider list and document the delay decision.
For issuers on regulated markets, you must notify when your voting rights pass specified thresholds, such as 5 percent and higher levels. Notifications are made to the issuer and the regulator within the applicable deadline. Indirect holdings and financial instruments that give voting rights are included in the calculation.
Nasdaq Copenhagen is a regulated market with full EU prospectus and transparency requirements. First North is an exchange regulated growth market with lighter admission and ongoing obligations, but market abuse, disclosure of inside information, and good governance expectations still apply. Investor profiles and liquidity also differ.
Plans must comply with company law, tax rules, and market abuse restrictions on trading while in possession of inside information. Listed issuers use closed periods and trading windows. Proper documentation, valuation, and communication with employees are essential to achieve the intended tax and incentive outcomes.
A mandatory bid is generally required when a person or group acquires control above a defined voting threshold, commonly at or around one third of votes, or otherwise gains decisive influence. The bidder must offer to buy remaining shares at an equitable price and follow strict procedures and timing.
EU rules apply in Denmark. Net short positions must be calculated daily. Private notifications start at 0.2 percent of issued share capital, and public disclosures start at 0.5 percent. Uncovered short selling is restricted and a locate requirement applies before entering into shorts.
Danish resident individuals pay tax on share income, including dividends, at progressive rates that step up once annual thresholds are exceeded. Capital gains on shares are typically taxable and may be offset by losses under specific rules. Withholding tax often applies to dividends at source. Always verify current rates and thresholds.
Finanstilsynet supervises issuers, investment firms, and market conduct in Denmark. It reviews prospectuses where relevant, monitors disclosures and market abuse, authorizes investment firms and platforms, and can investigate and sanction breaches. It also cooperates with other EU regulators.
Finanstilsynet - The Danish Financial Supervisory Authority responsible for market supervision, licensing, and enforcement.
Nasdaq Copenhagen - The regulated market operator for Danish listed companies and debt issuers, including rulebooks and issuer services.
First North Growth Market Denmark - An exchange regulated market segment for growth companies with lighter admission requirements.
Euronext Securities Copenhagen - The Danish central securities depository handling issuance, settlement, and safekeeping.
Danish Business Authority - Company registrations, beneficial ownership register, and corporate filings.
Danish Tax Agency - Guidance on dividend withholding, capital gains, and reporting for investors and issuers.
Kalundborg Erhvervsråd - The local business council that can connect companies with advisors and regional support.
The Financial Complaints Board - A national complaints body for disputes involving financial institutions and investment services.
Clarify your objective. Define whether you need an IPO, a First North admission, a private placement, a bond issue, or a crowdfunding campaign. Your path determines what laws and documents apply.
Map your timeline and milestones. Work backwards from your desired closing or listing date to plan audited financials, corporate approvals, documentation, and regulatory interactions.
Assemble your team. Engage a securities lawyer, a financial advisor or underwriter, auditors, and a communications advisor. For listings, appoint a certified adviser for First North or a sponsor if required by the venue.
Collect key documents. Prepare constitutional documents, historical financial statements, business plans, material contracts, cap table, shareholder agreements, and board resolutions.
Assess regulatory requirements. Determine whether a prospectus, company description, or information document is needed. Set up insider list procedures, disclosure controls, and a compliance calendar for ongoing obligations.
Address governance and IR. Review board composition, policies, committees, and investor relations practices suitable for your chosen market. Implement trading windows and disclosure policies.
Plan tax and employee incentives. Align your capital structure and any employee equity program with Danish tax rules and market abuse constraints.
Engage early with infrastructure. Coordinate with your bank and Euronext Securities Copenhagen on ISIN issuance, settlement, and corporate actions. Confirm registrar and paying agent arrangements.
Document and verify. Ensure accuracy and consistency across all disclosures. Conduct legal and financial due diligence to reduce risk of misstatements.
Seek tailored legal advice. Securities rules change and can be nuanced. A Danish securities lawyer familiar with Kalundborg business needs can help you avoid pitfalls and move efficiently from planning to execution.
This guide provides general information only and is not legal advice. Always consult qualified counsel on your specific facts before taking action.
