Owner’s book - what is it?
An owner's book is a documentation of the ownership chronicles of a company's shares. It comprises details on who has possessed shares in the company, the manner in which they procured them, and the number of shares each shareholder holds.
The owner's book must be frequently maintained and amended whenever there are modifications in the ownership structure of the company. Normally, this duty is assigned to the management of the company, but it can be delegated to others such as an accountant, a lawyer, or other individuals within the company.
The owner's book need not always be a conventional physical book; it can be maintained in digital form, such as Microsoft Word or an online notebook. Nonetheless, it is crucial to guarantee its convenient accessibility to public authorities if requested. Moreover, the owners of the company can access the owner's register.
Capital companies are required to register owners who own 5% or more of the company in the Public Owners' Register, which can be done on Virk.dk.
The owner's book should include:
- Owners information: on the total ownership shares of the owners or mortgagees.
- Name and residence: This section of the owner's book must include the name and address of the owner or mortgagee. If the owner is a legal entity such as a company, the name of the company, its CVR number and address must be included.
- Date: The date on which the shares were procured, pledged, or divested must be documented in the owner's book.
- Shares: The size of a share at the moment of procurement, pledging, or liquidation must be recorded in the owner's book.
- Voting rights: The owner's book must also specify the entitlements linked to each ownership share.
As mentioned earlier, the proprietors of an ApS can be natural persons or legal entities, such as corporations. Nonetheless, it is mandatory that the proprietor is a legally distinct entity.
An ownership agreement is a private agreement made among the capital owners of a company that outlines their relationship with each other. The agreement sets out the rights and obligations of each owner in the company and helps to regulate their mutual relationship. Its purpose is to prevent disputes among the owners. Although it is not a legal requirement for a Danish LLC to have an ownership agreement, if one is created, it is confidential and not made public.