What corporate governance requirements apply to each type of corporate vehicle used to invest in real estate?
There are no corporate governance requirements in Denmark for a partnership.
A public limited company may have either (i) an executive board and a board of directors or (ii) an executive board and a supervisory board.
In public limited companies where management is divided between an executive board and a board of directors (classical Danish management system); the executive board is in charge of day-to-day management under the guidelines and directions issued by the board of directors.
In public limited companies with no board of directors, the executive board must be appointed by a supervisory board that oversees the executive board (classical two-tier system).
In a public limited company with at least 35 employees (on average over the past three years), the employees are entitled to elect a number of members of the board of directors among themselves.
Unless agreed otherwise, the shareholders have a right to pass resolutions which is exercised at the general meeting.
A general meeting must be held no more than five months after the end of each financial year. The annual accounts accompanied by the auditor's adopted annual report, the resolutions passed concerning the adoption of the accounts, the allocation of profits or the covering of losses, as well as any other business which the articles of association prescribe, must be presented at the general meeting.
Extraordinary general meetings must be held upon request from the central governing body (the board of directors or the executive board depending on the management system), the supervisory board, the auditor elected by the general meeting or when otherwise required by the law. Shareholders that hold 5 percent of the share capital, or any smaller fraction of the capital as prescribed by the articles of association, and shareholders that are so authorized under the articles of association can also request an extraordinary general meeting in writing.
Extraordinary general meetings to consider specific issues must be convened within two weeks of receipt of a request to that effect. At the end of each financial year, the company must prepare financial statements to be audited and filed within five months. The financial statement is subject to publicity requirements.
A private limited company may have either:
In a private limited company where management is divided between an executive board and a board of directors (classical Danish management system); the executive board is in charge of the day-to-day management under the guidelines and directions issued by the board of directors.
In a private limited company with no board of directors, the executive board can be appointed by a supervisory board that oversees the executive board (classical two-tier system), but the private limited company is also allowed to operate solely with an executive board only (one-tier system).
In a private limited company with at least 35 employees (on average over the past three years) the employees are entitled to elect a number of members of the board of directors from among themselves.
If the employees are entitled to elect directors and choose to do so, the private limited company must have a board of directors or a supervisory board.
Unless agreed otherwise, the shareholders have a right to pass resolutions, which is exercised at the general meeting.
A general meeting must be held no more than five months after the end of each financial year. The annual accounts, accompanied by the auditor's annual report, the resolutions passed concerning the adoption of the accounts, the allocation of profits or the covering of losses, as well as any other business which the articles of association prescribe, must be presented at the general meeting.
Extraordinary general meetings must be held upon request from the central governing body, the supervisory board, the auditor elected by the general meeting or when otherwise required by law. For private limited companies, any shareholder can request that an extraordinary general meeting is convened.
Extraordinary general meetings to consider specific issues must be convened within two weeks of receipt of a request to that effect. At the end of each financial year, the company must prepare financial statements to be audited and filed within five months. The financial statement is subject to publicity requirements.
There are no corporate governance requirements in Denmark for a limited partnership.
A limited partnership company follows the same rules as a public limited company with necessary adjustments.