The so-called ”quiet company” or ”inner company” in Danish corporate law has been subject to heavy debate in the legal literature, including whether the company form exists or not. With the recent court rulings in the Tromborg case, this has finally been resolved.
This article aims to explain the cause of the debate and to go through the different positions, to analyze the Tromborg case and to deduce what the current legal position is.
he article concludes, that it is not possible to establish a »quiet company«, and since there is no longer genuine freedom of contract in Danish company law, one must choose among the organizational forms recognized under Danish law when starting a business. If one wishes the establishment of a cooperative to have legal effect, it must be ensured that the cooperative complies with the relevant criteria.
This article aims to explain the cause of the debate and to go through the different positions, to analyze the Tromborg case and to deduce what the current legal position is.
he article concludes, that it is not possible to establish a »quiet company«, and since there is no longer genuine freedom of contract in Danish company law, one must choose among the organizational forms recognized under Danish law when starting a business. If one wishes the establishment of a cooperative to have legal effect, it must be ensured that the cooperative complies with the relevant criteria.
1. Indledning
Det stille selskab har trods navnet været genstand for højlydt debat i dansk selskabsret ad flere omgange. 11. En nærmere gennemgang af de relevante artikler følger i afsnit 3.2, se bl.a. John Peter Andersen, Stille selskaber og U 1978.205 VLD, Ugeskrift for Retsvæsen 1983 B.373, Jørgen Nørgaard, Mere om ...