U.S. Income Tax Treaty — Denmark Protocol - 2006

Official source: IRS United States Income Tax Treaties (https://www.irs.gov/pub/irs-trty/denmarkprot06.pdf), retrieved 2026-10-03. U.S. Government work (17 U.S.C. § 105).

---

Protocol Amending the Convention between the Government of The United States � of America and the Government of The Kingdom of Denmark for the Avoidance of � Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on � Income Please note that the text of this Convention starts two-thirds of the way down this � page. The page layout of this file reflects the layout of the original signed treaty � document. This document is designed to print on 8 by 14 legal size or A4 paper. � You may print this document on regular paper by checking the "shrink oversized � pages to paper size" selection on the Acrobat print menu. The text of this document is the version presented for signature in Copenhagen, � Denmark, on May 2, 2006

PROTOCOL AMENDING THE CONVENTION BETWEEN THE GOVERNMENT OF THE UNITED STATES OF AMERICA AND THE GOVERNMENT OF THE KINGDOM OF DENMARK

FOR THE AVOIDANCE OF DOUBLE TAXATION

AND THE PREVENTION OF FISCAL EVASION

W I TH RESPECT TO TAXES ON INCOME

The Government of the United States of America and the Government of the Kingdom of Denmark, desiring to amend the Convention Between the Government of the United States of America and the Government of the Kingdom of Denmark for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, signed at Washington on August 19, 1999 (hereinafter referred to as "the Convention"),

Have agreed as follows:

Paragraph 4 of Article 1 (General Scope) of the Convention is omitted and the

following paragraph is substituted:

"4. Except to the extent provided in paragraph 5, this Convention shall not

affect the taxation by a Contracting State of its residents (as determined under

this Convention, a former citizen or long-term resident of a Contracting State may,

for the period of ten years following the loss of such status, be taxed in accordance

with the laws of that Contracting State."

1. Article 10 (Dividends) of the Convention shall be omitted and the

following shall be substituted:

"ARTICLE 10

Dividends

1. Dividends paid by a resident of a Contracting State to a resident of the

other Contracting State may be taxed in that other State.

2. However, such dividends may also be taxed in the Contracting State of

which the company paying the dividends is a resident, and according to the laws of

that State, but if the beneficial owner of the dividends is a resident of the other

Contracting State, the tax so charged shall not exceed:

a) 5 percent of the gross amount of the dividends if the beneficial owner is

a company which holds directly at least 10 percent of the share capital of the

company paying the dividends;

b) 15 percent of the gross amount of the dividends in all other cases.

This paragraph shall not affect the taxation of the company in respect of the profits out

of which the dividends are paid.

3. Notwithstanding the provisions of paragraph 2, such dividends shall not

be taxed in the Contracting State of which the company paying the dividends is a

resident if the beneficial owner is:

a) a company that is a resident of the other Contracting State that has

owned, directly or indirectly through one or more residents of either

Contracting State, shares representing 80 percent or more of the voting

power in the company paying the dividends for a 12-month period ending

on the date on which entitlement to the dividends is determined and:

(i) satisfies the conditions of clause (i),(ii) or (iii) of subparagraph

c) of paragraph 2 of Article 22 (Limitation of Benefits);

(ii) satisfies the conditions of clauses (i) and (ii) of

subparagraph f) of paragraph 2 of Article 22, provided that the

company satisfies the conditions described in paragraph 4 of that

Article with respect to the dividends;

(iii) is entitled to benefits with respect to the dividends under

paragraph 3 of Article 22; or

(iv) has received a determination pursuant to paragraph 7 of

b) a qualified governmental entity that is a resident of the other

Contracting State and that does not control the payor of the dividend; or

c) a pension fund, which is described in subparagraph e) of paragraph 2 of

State, provided that such dividends are not derived from the carrying on of a

business by the pension fund or through an associated enterprise.

4. a) Subparagraph a) of paragraph 2 and subparagraph a) of paragraph 3

shall not apply in the case of dividends paid by a U.S. Regulated Investment

Company (RIC) or a U.S. Real Estate Investment Trust (REIT). In the case of

dividends paid by a RIC, subparagraph b) of paragraph 2 and subparagraphs

b) and c) of paragraph 3 shall apply. In the case of dividends paid by a REIT,

subparagraph b) of paragraph 2 and subparagraphs b) and c) of paragraph 3

shall apply only if:

(i) the beneficial owner of the dividends is an individual or pension

fund, in either case holding an interest of not more than 10 percent in

the REIT;

(ii) the dividends are paid with respect to a class of stock that is

publicly traded and the beneficial owner of the dividends is a person

holding an interest of not more than 5 percent of any class of the

REIT’s stock; or

(iii) the beneficial owner of the dividends is a person holding an

interest of not more than 10 percent in the REIT and the REIT is

“diversified.”

The rules of this paragraph shall also apply to dividends paid by companies resident in

Denmark that are similar to the United States companies referred to in this paragraph.

Whether companies that are residents of Denmark are similar to the United States

companies referred to in this paragraph will be determined by mutual agreement of the

competent authorities.

b) For purposes of this paragraph, a REIT shall be diversified if the value

of no single interest in real property exceeds 10 percent of its total interests in

real property. For the purposes of this rule, foreclosure property shall not be

considered an interest in real property. Where a REIT holds an interest in a

partnership, it shall be treated as owning directly a proportion of the

partnership's interests in real property corresponding to its interest in the

partnership.

5. The term "dividends" as used in this Article means income from

shares or other rights, not being debt-claims, participating in profits, as well as

income that is subject to the same taxation treatment as income from shares by the

laws of the State of which the payor is a resident.

6. The provisions of paragraphs 2 and 3 shall not apply if the

beneficial owner of the dividends, being a resident of a Contracting State, carries

on business in the other Contracting State, of which the company paying the

dividends is a resident, through a permanent establishment situated therein, or

performs in that other State independent personal services from a fixed base

situated therein, and the dividends are attributable to such permanent

establishment or fixed base. In such case, the provisions of Article 7 (Business

Profits) or Article 14 (Independent Personal Services), as the case may be, shall

apply.

7. A Contracting State may not impose any tax on dividends paid by a

company which is not a resident of that State, except insofar as the dividends are paid

to a resident of that Contracting State or the dividends are attributable to a permanent

establishment or a fixed base situated in that State, nor may it impose tax on a

corporation's undistributed profits, except as provided in paragraph 8, even if the

dividends paid or the undistributed profits consist wholly or partly of profits or income

arising in that State.

8. A company that is a resident of a Contracting State and that has a

permanent establishment in the other Contracting State, or that is subject to tax in that

other Contracting State on a net basis on its income that may be taxed in that other

State under Article 6 (Income from Real Property) or under paragraph 1 of Article 13

(Capital Gains) may be subject in that other Contracting State to a tax in addition to

the tax allowable under the other provisions of this Convention. Such tax, however,

may be imposed on only the portion of the business profits of the corporation

attributable to the permanent establishment, and the portion of the income referred to

in the preceding sentence that is subject to tax under Article 6 (Income from Real

Property) or under paragraph 1 of Article 13 (Capital Gains) that, in the case of the

United States, represents the dividend equivalent amount of such profits or income

and, in the case of Denmark, is an amount that is analogous to the dividend equivalent

amount.

9. The tax referred to in paragraph 8 shall not be imposed at a rate

exceeding the rate specified in subparagraph a) of paragraph 2. In any case, it shall

not be imposed on a company that:

a) satisfies the conditions of clause (i), (ii) or(iii) of subparagraph c) of

paragraph 2 of Article 22 (Limitation of Benefits);

b) satisfies the conditions of clauses i) and ii) of subparagraph f) of

paragraph 2 of Article 22, provided that the company satisfies the

conditions described in paragraph 4 of that Article with respect to an item

of income, profit or gain described in paragraph 8 of this Article;

c) is entitled under paragraph 3 of Article 22 to benefits with respect

to an item of income, profit or gain described in paragraph 8 of this

Article; or

d) has received a determination pursuant to paragraph 7 of Article 22

with respect to this paragraph."

Subparagraph b) of paragraph 2 of Article 19 (Government Service) of the

Convention is amended by omitting the words "a resident or a national" and

substituting "a resident and a national".

following Article substituted:

"ARTICLE 22

Limitation of Benefits

1. A resident of a Contracting State shall be entitled to benefits otherwise

accorded to residents of a Contracting State by this Convention only to the extent

provided in this Article.

2. A resident of a Contracting State shall be entitled to all the benefits of

this Convention only if such resident is:

a) an individual;

b) a Contracting State, a political subdivision, or local authority thereof, or

an agency of instrumentality of that State, subdivision, or authority;

c) a company, if:

(i) its principal class of shares (and any disproportionate class of

shares) is regularly traded on one or more recognized stock exchanges,

and either:

A) its principal class of shares is primarily traded on a

recognized stock exchange located in the Contracting State of

which the company is a resident (or, in the case of a company

resident in Denmark, on a recognized stock exchange located

within the European Union or in any other European Economic

Area state or, in the case of a company resident in the United

States, on a recognized stock exchange located in another state

that is a party to the North American Free Trade Agreement); or

B) the company’s primary place of management and

control is in the Contracting State of which it is a resident;

(ii) in the case of a company that is a resident of Denmark, one or

more taxable nonstock corporations entitled to benefits under

subparagraph g) own shares representing more than 50 percent of the

voting power of the company and all other shares are listed on a

recognized stock exchange and are primarily traded on a recognized

stock exchange located within the European Union or in any other

European Economic Area state; or

(iii) at least 50 percent of the aggregate voting power and value of

the shares (and at least 50 percent of any disproportionate class of

shares) in the company are owned directly or indirectly by five or fewer

companies entitled to benefits under clause (i) or (ii), or any

combination thereof, provided that, in the case of indirect ownership,

each intermediate owner is a resident of either Contracting State;

d) a charitable organization or other legal person described in

subparagraph b)(i) of paragraph 1 of Article 4 (Residence) of this Convention,

e) a legal person, whether or not exempt from tax, organized under the

laws of a Contracting State to provide a pension or other similar benefits to

employees, including self-employed individuals, pursuant to a plan, provided

that more than 50 percent of the person's beneficiaries, members or participants

are individuals resident in either Contracting State; or

f) a person other than an individual, if:

(i) on at least half the days of the taxable year at least 50 percent of

each class of shares or other beneficial interests in the person is owned,

directly or indirectly, by residents of the Contracting State of which

that person is a resident that are entitled to the benefits of this

Convention under subparagraph a), subparagraph b), clause i) of

subparagraph c), or subparagraphs d) or e) of this paragraph, provided

that, in the case of indirect ownership, each intermediate owner is a

resident of that Contracting State; and

(ii) less than 50 percent of the person’s gross income for the taxable

year, as determined in the person's State of residence, is paid or

accrued, directly or indirectly, to persons who are not residents of either

Contracting State entitled to the benefits of this Convention under

subparagraph a), subparagraph b), clause i) of subparagraph c), or

subparagraphs d) or e) of this paragraph in the form of payments that

are deductible for purposes of the taxes covered by this Convention in

the person’s State of residence (but not including arm’s length

payments in the ordinary course of business for services or tangible

property and payments in respect of financial obligations to a bank that

is not related to the payor);

g) in the case of Denmark, a taxable nonstock corporation if:

(i) the amount paid or accrued in the form of deductible payments

(but not including arms length payments in the ordinary course of its

activities of a charitable nature and authorized by the Danish laws on

taxable non-stock companies (lov om erhvervsmæssige fonde and lov

om fonde og visse foreninger) for services or tangible property) in the

taxable year and in each of the preceding three taxable years, directly or

indirectly, to persons who are not entitled to benefits under

subparagraphs a) or b), clause (i) of subparagraph c), or subparagraphs

d) or e), does not exceed 50 percent of its gross income, as determined

under Danish law (excluding its tax-exempt income); and

(ii) the amount paid or accrued, in the form of both deductible

payments (but not including arms length payments in the ordinary

course of its activities of a charitable nature and authorized by the

Danish laws on taxable non-stock companies (lov om erhvervsmæssige

fonde and lov om fonde og visse foreninger) for services or tangible

property) and non-deductible distributions, in the taxable year and in

each of the preceding three taxable years, directly or indirectly, to

persons who are not entitled to benefits under subparagraphs a) or b),

clause (i) of subparagraph c), or subparagraphs d) or e), does not

exceed 50 percent of the amount of its total income (including its tax

exempt income).

3. A company that is a resident of a Contracting State shall also be

entitled to the benefits of the Convention if:

a) at least 95 percent of the aggregate voting power and value of its shares

(and at least 50 percent of any disproportionate class of shares) is owned,

directly or indirectly, by seven or fewer persons that are equivalent

beneficiaries; and

b) less than 50 percent of the company’s gross income, as determined in

the company's State of residence, for the taxable year is paid or accrued,

directly or indirectly, to persons who are not equivalent beneficiaries, in the

form of payments (but not including arm's length payments in the ordinary

course of business for services or tangible property and payments in respect of

financial obligations to a bank that is not related to the payor), that are

deductible for the purposes of the taxes covered by this Convention in the

company's State of residence.

4.a) A resident of a Contracting State will be entitled to benefits of the

Convention with respect to an item of income derived from the other State,

regardless of whether the resident is entitled to benefits under paragraph 2 or 3

of this Article, if the resident is engaged in the active conduct of a trade or

business in the first-mentioned State (other than the business of making or

managing investments for the resident’s own account, unless these activities

are banking, insurance or securities activities carried on by a bank, insurance

company or registered securities dealer), and the income derived from the

other Contracting State is derived in connection with, or is incidental to, that

trade or business.

b) If a resident of a Contracting State derives an item of income from a

trade or business activity in the other Contracting State, or derives an item of

income arising in the other Contracting State from an associated enterprise,

subparagraph a) of this paragraph shall apply to such item only if the trade or

business activity in the first-mentioned State is substantial in relation to the

trade or business activity in the other State. Whether a trade or business

activity is substantial for purposes of this paragraph will be determined based

on all the facts and circumstances.

c) In determining whether a person is “engaged in the active conduct of a

trade or business” in a Contracting State under subparagraph a) of this

paragraph, activities conducted by persons connected to such person shall be

deemed to be conducted by such person. A person shall be connected to

another if one possesses at least 50 percent of the beneficial interest in the

other (or, in the case of a company, at least 50 percent of the aggregate vote

and at least 50 percent of the aggregate value of the shares in the company or

of the beneficial equity interest in the company) or another person possesses,

directly or indirectly, at least 50 percent of the beneficial interest (or, in the

case of a company, at least 50 percent of the aggregate vote and at least 50

percent of the aggregate value of the shares in the company or of the beneficial

equity interest in the company) in each person. In any case, a person shall be

considered to be connected to another if, based on all the relevant facts and

circumstances, one has control of the other or both are under the control of the

same person or persons.

5. A resident of one of the Contracting States that derives from the other

Contracting State income mentioned in Article 8 (Shipping and Air Transport) and

that is not entitled to the benefits of this Convention because of the foregoing

paragraphs, shall nevertheless be entitled to the benefits of this Convention with

respect to such income if at least 50 percent of the beneficial interest in such person

(or, in the case of a company, at least 50 percent of the aggregate vote and value of the

stock of such company) is owned directly or indirectly:

a) by persons described in subparagraphs a) or b), or clause (i) of

subparagraph c), or subparagraphs d) or e) of paragraph 2, or citizens of

the United States, or individuals who are residents of a third state; or

b) by a company or combination of companies the stock of which is

primarily and regularly traded on an established securities market in a

third state;

provided that such third state grants an exemption under similar terms for profits as

mentioned in Article 8 (Shipping and Air Transport) of this Convention to citizens and

corporations of the other Contracting State either under its national law or in common

agreement with that other Contracting State or under a convention between that third

state and the other Contracting State.

6. Notwithstanding the preceding provisions of this Article, where an

enterprise of Denmark derives interest or royalties from the United States, and the

income consisting of such interest or royalties is exempt from taxation in Denmark

because it is attributable to a permanent establishment which that enterprise has in a

third state, the tax benefits that would otherwise apply under the other provisions of

the Convention will not apply to such income if the tax that is actually paid with

respect to such income in the third state is less than 60 percent of the tax that would

have been payable in Denmark if the income were earned in Denmark by the

enterprise and were not attributable to the permanent establishment in the third state.

Any interest or royalties to which the provisions of this paragraph apply may be taxed

in the United States at a rate that shall not exceed 15 percent of the gross amount

thereof. The provisions of this paragraph shall not apply if:

a) in the case of interest, the income derived from the United States is

derived in connection with, or is incidental to, the active conduct of a trade or

business carried on by the permanent establishment in the third state (other

than the business of making, managing or simply holding investments for the

person’s own account, unless these activities are banking or securities activities

carried on by a bank or registered securities dealer); or

b) in the case of royalties, the royalties are received as compensation for

the use of, or the right to use, intangible property produced or developed by the

permanent establishment itself.

7. A resident of a Contracting State that is not entitled to benefits pursuant

to the preceding paragraphs of this Article shall, nevertheless, be granted benefits of

the Convention if the competent authority of the other Contracting State determines

that the establishment, acquisition or maintenance of such person and the conduct of

its operations did not have as one of its principal purposes the obtaining of benefits

under the Convention. The competent authority of the other Contracting State shall

consult with the competent authority of the first-mentioned State before denying the

benefits of the Convention under this paragraph.

8. For the purposes of this Article,

a) the term “principal class of shares” means the ordinary or common

shares of the company, provided that such class of shares represents the

majority of the voting power and value of the company. If no single class of

ordinary or common shares represents the majority of the aggregate voting

power and value of the company, the “principal class of shares” is that class or

those classes that in the aggregate represent a majority of the aggregate voting

power and value of the company.

b) the term “disproportionate class of shares” means any class of shares of

a company resident in one of the States that entitles the shareholder to

disproportionately higher participation, through dividends, redemption

payments or otherwise, in the earnings generated in the other State by

particular assets or activities of the company;

c) the term “shares” shall include depository receipts thereof;

d) the term “recognized stock exchange” means:

(i) the NASDAQ System owned by the National Association of

Securities Dealers, Inc. and any stock exchange registered with the U.S.

Securities and Exchange Commission as a national securities exchange

under the U.S. Securities Exchange Act of 1934;

(ii) the Copenhagen Stock Exchange;

(iii) the stock exchanges of Amsterdam, Brussels, Frankfurt,

Hamburg, Helsinki, London, Oslo, Paris, Stockholm, Sydney, Tokyo

and Toronto; and

(iv) any other stock exchanges agreed upon by the competent

authorities of the Contracting States.

e) the term "taxable nonstock corporation" as used in paragraph 2 means

a foundation that is taxable in accordance with paragraph 1 of Article 1 of the

Danish Act on Taxable Nonstock Corporations (fonde der beskattes efter

fondsbeskatningsloven);

f) (i) for the purposes of paragraph 2, the shares in a class of shares

are considered to be regularly traded on one or more recognized stock

exchanges in a taxable year if:

(A) trades in such class are effected on one or more of

such stock exchanges other than in de minimis quantities

during every quarter; and

(B) the aggregate number of shares or units of that class

traded on such stock exchange or exchanges during the

previous taxable year is at least 6 percent of the average

number of shares or units outstanding in that class

(including shares held by taxable nonstock corporations)

during that taxable year; and

(ii) for purposes of determining whether a company satisfies the

requirements of clause c) (ii) of paragraph 2, clause (i) of this

paragraph shall be applied as if all the shares issued by the company

were one class of shares and shares held by taxable nonstock

corporations will be considered outstanding for

purposes of determining whether 6 percent of the outstanding

shares have been traded during a taxable year.

g) a company’s primary place of management and control will be in the

State of which it is a resident only if executive officers and senior management

employees exercise day-to-day responsibility for more of the strategic, financial

and operational policy decision making for the company (including its direct and

indirect subsidiaries) in that State than in any other state, and the staffs conduct

more of the day-to-day activities necessary for preparing and making those

decisions in that State than in any other state;

h) the term "equivalent beneficiary" means a resident of a member state

of the European Union or of any other European Economic Area state or of a party

to the North American Free Trade Agreement, or of Switzerland, but only if that

resident:

(i) A) would be entitled to all the benefits of a comprehensive

convention for the avoidance of double taxation between any

member state of the European Union or any other European

Economic Area state or any party to the North American Free

Trade Agreement, or Switzerland, and the State from which the

benefits of this Convention are claimed under provisions

analogous to subparagraphs a), b), clause i) of subparagraph c)

or subparagraphs d) or e) of paragraph 2 of this Article,

provided that if such convention does not contain a

comprehensive limitation on benefits article, the person would

be entitled to the benefits of this Convention by reason of

subparagraph a), b), clause i) of subparagraph c) or

subparagraphs d) or e) of paragraph 2 of this Article if such

person were a resident of one of the States under Article 4

(Residence) of this Convention; and

B) with respect to income referred to in Article 10

(Dividends), 11 (Interest) or 12 (Royalties) of this Convention,

would be entitled under such convention to a rate of tax with

respect to the particular class of income for which benefits are

being claimed under this Convention that is at least as low as

the rate applicable under this Convention; or

(ii) is a resident of a Contracting State that is entitled to the benefits

of this Convention by reason of subparagraph a), b), clause i) of

subparagraph c) or subparagraphs d) or e) of paragraph 2 of this

Article.

For the purposes of applying paragraph 3 of Article 10 (Dividends) in order to

determine whether a person, owning shares, directly or indirectly, in the

company claiming the benefits of this Convention, is an equivalent beneficiary,

such person shall be deemed to hold the same voting power in the company

paying the dividend as the company claiming the benefits holds in such

company;

i) with respect to dividends, interest or royalties arising in Denmark and

beneficially owned by a company that is a resident of the United States, a company

that is a resident of a member state of the European Union will be treated as satisfying

the requirements of subparagraph h)(i) B) for purposes of determining whether such

United States resident is entitled to benefits under this paragraph if a payment of

dividends, interest or royalties arising in Denmark and paid directly to such resident of

a member state of the European Union would have been exempt from tax pursuant to

any directive of the European Union, notwithstanding that the income tax convention

between Denmark and that other member state of the European Union would provide

for a higher rate of tax with respect to such payment than the rate of tax applicable to

such United States company under Article 10 (Dividends), 11 (Interest), or 12

(Royalties) of this Convention."

1. The Contracting States shall notify each other when the requirements

for the entry into force of this Protocol have been complied with.

2. This Protocol shall enter into force upon the date of the receipt of the

later of such notifications, and its provisions shall have effect:

a) in respect of taxes withheld at source, on income derived on or

after the first day of the second month next following the date on which

the Protocol enters into force; and

b) in respect of other taxes, for taxable periods beginning on or after the

first day of January next following the date on which the Protocol enters into force.

3. This Protocol shall remain in force for so long as the Convention shall

remain in force.

IN WITNESS WHEREOF the undersigned, duly authorized thereto by their respective

Governments, have signed this Protocol.

DONE in duplicate at Copenhagenon the second day of May, 2006, in the English

language.