Disclosure Requirements – Denmark


Disclosure Category: 2

An obligation may fall on Clearstream Banking, as a custodian, to disclose details of its account holders to issuers, to central banks and/or to regulators on request in certain specific circumstances.


Clients are hereby deemed to consent to disclosure and to the appointment of the requestor (for example, but not limited to the issuer or its agent) as their attorney-in-fact, under power of attorney, to collect from Clearstream Banking such information as is required to be disclosed. Clients not willing to give this consent cannot hold such securities and/or financial instruments in their account with Clearstream Banking.

Disclosure requirements

The Financial Supervisory Authority and the issuing company must be informed immediately after a transaction if:

  • An investor’s shareholding reaches 5%, 10%, 15%, 20%, 25%, 33.3%, 50%, 66.7%, 90% or 100% of a company’s share capital or voting rights;
  • The holding falls below any of the aforementioned thresholds.

Reporting obligations for large holdings are imposed equally on foreign investors and local investors. Shareholders are responsible for including the shares owned by the entities they control, including pledged shares that do not include rights that the investor intends to exercise. Failure to report substantial shareholdings will result in a fine. According to the Reporting Rules for Shareholders of the Danish FSA, reports must be submitted by fax as soon as possible, and latest by the end of trading day.

Euronext Securities Copenhagen operates a public register of shareholders as of 15 December 2014. Registrations should be made in the public register by issuing companies when shareholders reach or exceed holdings of 5% of the share capital or the voting rights. Crossing the thresholds of 5%, 10%, 15%, 20%, 25%, 33.3%, 50%, 66.7%, 90% or 100%, in either direction, must be also registered. Changes in substantial shareholdings must be registered within 2 weeks.

According to Directive (EU) 2017/828 of 17 May 2017 amending Directive 2007/36/EC with regard to the encouragement of long-term shareholder engagement (SRD II), EU/EEA Member States must ensure that companies have the right to identify their shareholders that hold more than a particular percentage of shares or voting rights. Such a percentage shall not exceed 0.5%. Denmark has not set a threshold.

Background and legal basis

SRD II has been transposed into Danish Law (L157 of 2018/2019) amending the Companies Act, the Capital Markets Act and the Financial Business Act on 4 April 2019 (SDR II Law).

Disclosure is required to the issuer and to the Danish Financial Supervisory Authority (FSA).

Note: The FSA provides a standard form for disclosure of beneficial owner voting rights (see Standardformular_english-pdf.pdf (dfsa.dk)).

The basis for the disclosure obligation is the Consolidated Act no. 214 of 2 April 2008 and the Securities Trading Act, further amended by amendment of numbers 515 and 517, both of 17 June 2008. This act came into force on 1 July 2008.

Notification must be made based on compliance with the rules of the Danish Securities Trading Act and the Danish Companies Act (see http://www.finanstilsynet.dk/).

The disclosure obligation falls on the shareholder.


The shareholder beneficial owner may lose the economic rights if reporting is not made to the Danish FSA; failure to disclose to the issuer may result in the loss of voting rights.

Obligation to report threshold crossings

Each shareholder must inform the issuer and the Danish FSA of any changes in holdings in a security with regard to the thresholds of voting rights or nominal value of the share capital as follows:

  • If the holding falls below 5%;
  • If the holding reaches, exceeds or falls below any 5% threshold in the range 10% to 25%;
  • If the holding reaches, exceeds or falls below 50%, 90% or 100%;
  • If the holding reaches, exceeds or falls below 33⅓% or 66⅔%.

Shares that entitle the shareholder to exercise voting rights indirectly must also be reported.

Shareholder identification as set out in the SRD II Law

The SRD II Law provides for the right for issuers to identify their shareholders.

Issuers can request intermediaries at each level of a custody chain to promptly provide relevant information to facilitate such identification.

In accordance with SDR II Law as amended, an intermediary (in this case, Clearstream Banking) shall, upon receipt of the shareholder identification disclosure request, transmit a similar request to the next intermediaries in the custody chain (that is, Clearstream Banking clients with holdings in the requested securities). A response to the shareholder identification disclosure request shall be sent by every intermediary in the custody chain directly to the recipient's address defined in the request and without delay. Clearstream Banking will generate the response as required, with information regarding the shareholder's identity, limited to Clearstream Banking books only.

Clients acknowledge that, according to Article 3a, 4 of the SRD II Law, the intermediary that discloses information concerning the identity of shareholders for the purposes of the SRD II rules (including Clearstream Banking) shall not be considered to be in breach of any restriction on disclosure of information imposed by contract or by any legislative, regulatory or administrative provision.