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Replacing a director in Denmark isn’t just a formality, it requires structured legal and organisational planning. Right from the start, companies must check whether their Articles of Association and internal governance rules allow the transition. It’s especially important to review the outgoing director’s representation powers. If the incoming director needs new or modified powers, the company must update the governance framework before the appointment becomes official.
What are the legal compliance requirements?
In Denmark, directors typically serve until the next Annual General Meeting (General Meeting). Companies may choose a retroactive start date, offering flexibility. However, they must document the effective date in the meeting minutes.
To meet compliance requirements, companies must ensure that the appointee is eligible. The director must be at least 18 years old, must be a natural person, and must have full legal capacity. A person under guardianship cannot be appointed. Additionally, there are no nationality or residency restrictions, so foreign nationals may be appointed without limitations.
How is the organizational structure of companies in Denmark?
Private limited companies in Denmark can operate under two structures. Some appoint both a Board of Directors and an Executive Board, while others rely solely on the Executive Board to manage all responsibilities.
Public limited companies follow a two-tiered governance model. They either have a Board of Directors for strategic leadership, with the Executive Board handling daily operations, or a Supervisory Board overseeing the Executive Board, which manages both strategic and daily matters.
Public companies must appoint at least three board members. The majority of the board must not serve on the Executive Board, and the Chairperson cannot be part of the Executive Board under any circumstances.
How should meetings be conducted effectively?
To manage director changes efficiently, boards must conduct meetings with structure and foresight.
Meetings should be planned in advance to ensure full attendance. A clear agenda and documents should be distributed early, allowing participants enough time to prepare. The Chairperson leads the meeting, ensures discussions stay on topic, and facilitates contributions from all members.
To confirm a quorum, more than half of the members must attend. Decisions are made by simple majority, unless otherwise stated in the Articles of Association.
What is the documentation process for director changes?
The appointment or removal of a director requires proper documentation.
The change must be formally proposed, either at a board meeting or through a written resolution. Once the proposal is in place, shareholder consent must be obtained to proceed. The resolution must be recorded in the meeting minutes, signed by all attending members, and then filed with the authorities.
Supporting documents must include a copy of the incoming director’s ID or passport and, where applicable, a resignation letter from the outgoing director.
What information needs to be filed and when?
The new director must be registered with the Danish Business Authority within 14 days. Delays may lead to penalties or even invalidate decisions.
The following information must be submitted upon appointing a new director: full name, residential address, proof of address, effective appointment date.
This information is made publicly available via the Danish Central Business Register.
What’s next?
Klea offers tailored solutions to streamline compliance and empower your business in Senegal. Book a demo today and unlock smarter corporate governance.
For more insights into processes in other jurisdictions, explore our article, How to Change a Company Director in Bulgaria.