Yderligere lempelse af revisionspligten og udvidet gennemgang som alternativ til revision – i selskabsretligt perspektiv
Revisionsudvalg – de seneste ændringer
Afskaffelse af iværksætterselskaber – med fokus på overgangsperioden
With effect from 15 April 2019, it is no longer possible to establish new Danish low-capital companies (IVSs) with a minimum capital requirement of only DKK 1 (less than EUR 1). Existing IVSs, i.e. IVSs established before 15 April 2019, must convert into ‘ordinary’ private limited liability companies (ApSs) with a minimum capital requirement of DKK 40,000 (approximately EUR 5,400) within a time limit of two years, i.e. before 15 April 2021. Otherwise, winding up of the IVS will be enforced by the authorities. This article on the abolishment of IVSs focuses on the transition period, i.e. the period until 15 April 2021. The article discusses the amendments to the Danish Companies Act. Furthermore, the article discusses conversion of IVSs into ‘ordinary’ ApSs. Finally, the article gives an overview of company law transactions that are or are not possible in IVSs in the transition period.
Ny revisorlovgivning – i EU og Danmark
Erhvervelse af egne kapitalandele – hvad hvis betingelserne ikke er overholdt?
Selskabsretlige og erklæringsmæssige konsekvenser
This article on acquisition of own shares in a company law and auditor report perspective takes as a starting point the company law requirements for acquisition of own shares but focuses on the consequences of acquisition of own shares without these requirements being met – both the company law consequences and the auditor report consequences, i.e. the consequences for the auditor’s report on the financial statements. In practice, lawyers and auditors sometimes encounter companies that have acquired own shares without the company law requirements for this being met. In this regard, there are certain possibilities to ‘repair’ the problem – with the consequence that it is, e.g., possible to avoid management liability information in the auditor’s report on the financial statements, which is normally required if the auditor finds breaches of company law rules. It is emphasised that the auditor’s duty to provide management liability information in the auditor’s report only applies if the auditor provides the financial statements with an audit report or a report regarding ‘extended review’ but not if the auditor provides another type of report. Furthermore, it is emphasised that the auditor’s duty to provide management liability information in the auditor’s report is only a reporting duty – not an examination duty. Thus, as a starting point, the auditor is not required to examine whether the company law rules, including the rules on acquisition of own shares, are complied with.
Revisors rapportering til den øverste ledelse efter den delvise afskaffelse af revisionsprotokollen – ét skridt frem, men to tilbage
This article deals with the effect of the partial abolition of the ‘audit protocol’ (the ‘auditor’s records’ or the ‘long form audit report’), which is a result of the ‘new’ audit legislation, on auditors’ reporting to those charged with governance. Specifically, this partial abolition of the ‘audit protocol’ entails that, for Public-Interest Entities (PIEs), the auditor is still required to prepare an ‘audit protocol’ whereas, for non-PIEs, the auditor is no longer required to prepare an ‘audit protocol’. The main argument of the article is that it is indeed necessary to distinguish between PIEs and non-PIEs. However, not only for PIEs but also for non-PIEs, the auditor is still required to report to those charged with governance – the difference being that, for PIEs, the requirements are found in both the PIE Regulation and the International Standards on Auditing (ISAs) whereas, for non-PIEs, the requirements are only found in the ISAs. Thus, the fact that, for non-PIEs, the auditor is no longer required to prepare an ‘audit protocol’ does not mean that the auditor is no longer required to report to those charged with governance. However, the auditor’s reporting to those charged with governance does not have to be in an ‘audit protocol’ but can take other forms. In conclusion, the article argues that the partial abolition of the ‘audit protocol’ is one step forward but two steps back.
Afgørelser fra Revisornævnet vedrørende selskabsretlige forhold
The Danish Disciplinary Board on Auditors (in Danish ‘Revisornævnet’) is a court-like disciplinary board for approved auditors – for lawyers, much similar to the Disciplinary Board of the Danish Bar and Law Society (in Danish ‘Advokatnævnet’). The Disciplinary Board on Auditors gives many rulings, and some of these rulings are concerned with company law matters. This article deals with company law rulings from the Disciplinary Board on Auditors in 2020. The purpose with the article is partly to call the attention of auditors, lawyers and jurists as well as other dealing with company law to these specific rulings, partly – and generally – to point out that not only the courts and the Danish Commerce and Companies Appeals Board (in Danish ‘Erhvervsankenævnet) but also the Disciplinary Board on Auditors regularly gives rulings of relevance to company law. The Disciplinary Board on Auditors has the competence to deal with complaints regarding company law matters in two ways. Firstly, the Disciplinary Board on Auditors can deal with complaints regarding auditor reports regarding company law matters. Secondly, the Disciplinary Board on Auditors can deal with complaints regarding management liability information in auditor reports on, e.g., annual reports as a result of breaches of, e.g., the company law rules. On the other hand, the Disciplinary Board on Auditors cannot deal with complaints regarding company law matters if the specific engagement is not an assurance engagement – i.e., a mere advisory engagement.