Company formation in Denmark give advantages to investors for ease of doing business as innovation and entrepreneurship are highly encouraged. Denmark is one of the most progressive economies in the EU and is very welcoming to foreign direct investment. Denmark is self-sufficient in energy – producing oil, natural gas, wind and bioenergy. Opening a company in Denmark is straightforward; thanks to a streamlined regulatory regime and more than 2,500 foreign companies already operate in the capital, Copenhagen. Denmark has double-taxation treaties with more than 80 countries.
Setting up a business in Denmark
The Danish Anpartsselskab (ApS) is similar to a Limited Liability Company (LLC) in the United Kingdom or a GmbH in Austria and Germany in that it is a separate legal entity from the persons managing it. For sole proprietorships and partnerships, the personal assets of individuals are at risk in the event of a claim against the organisation, but the shareholders of an ApS are only likely to lose the value of the share capital to which they subscribe.
As Denmark does not have a register of shareholders, the beneficial owners of the company enjoy a high level of confidentiality.
Company names must end with the suffix ApS, but need not be in Danish.
A Danish ApS must have a registered office in Denmark where all official company correspondence can be served. We are able to provide a registered address as part of our incorporation package.
Only one director is required for an ApS company, directors may be of any nationality or residence.
There are no restrictions on the nationality or residence of shareholders and only one shareholder is required. Annual meetings can be held anywhere in the world and can be attended by proxy. There is no government shareholder list.
The minimum share capital is DKK 80 000 (approximately EUR 10 700). The share capital may be paid up in cash or in contributions of assets.
Companies are required to file their annual financial statements within five months of the end of the fiscal year. Companies are divided into categories based on their size and, if they are considered small, certain aspects of the financial statement may be omitted. Annual returns must be filed by all companies.
Once we have sent all the necessary information to the Danish Trade and Companies Agency, it will usually take one to two weeks to fully incorporate your new ApS. Once incorporated, your company will receive a CVR identification number.
Proof of identity
As part of our due diligence, we require proof of identity in the form of a passport – an up-to-date copy of proof of residency for all directors and shareholders of the company.
Travelling to Denmark is recommended
How to incorporate a public limited company / Anpartsselskab (ApS) in Denmark
The Danish Anpartsselskab is a limited liability company largely equivalent to the German GmbH or the French Sàrl. The name of your company cannot be deceptively similar to that of a company already doing business in Denmark. It does not have to be in Danish, but it must end with the affix ApS.
After you submit the proposed name of your ApS to us, approval can be obtained in several hours. You can perform a free name check now by using our company name verification service. We will then register your limited liability company with the Danish Trade and Companies Agency (DCA) who will issue a Central Business Number (CVR).
The DCCA will forward your CVR number to the Central Administration of Customs and Taxation (CCTA), you will need to register with the CCTA for VAT and corporate income tax.
You will then draw up a contract of incorporation containing the articles of association specifying the name and address of the company, the objects of the company, the share capital, the members of the board of directors and the notice period for the first general meeting of shareholders. Your Danish Aps company can start trading after the application has been filed with DCA.
The integration of your new business usually takes two weeks.
What you need to set up a limited liability company / ApS in Denmark
– To start incorporating your Danish ApS, we will need the following:
– The name of your company
– The full name, date of birth, address and nationality of all directors
– The full names and addresses of all shareholders.
– The objects of the company, specifying the main activity
– The amount of capital and the number of shares subscribed by each member
Documents you must provide:
– Proof of identity (passport, national identity card, photographic driving licence).
– Proof of residential address (gas/electricity bill or credit/debit card statement dated less than three months ago)
– All ApS must have a registered agent and a head office. The registered office is where documents can be legally served on the company. The registered office must be a physical address in Denmark, an appropriate office is included in our Standard Company Training package.
Share capital requirements
– The minimum share capital is DKK 80,000 and must be paid in full upon incorporation.
– The share capital may be paid up by means of cash contributions or a contribution of assets. In the case of a contribution of assets, an accountant or other valuator must confirm that the value of the assets is at least equal to the value at which they are contributed.
– All shares must carry voting rights.
What you receive after you start your new business
1. Original Certificate of Incorporation
2. Original share certificates
3. Original government receipt as proof of payment of annual company registration and licence fees
Advantages of registering a limited liability company / ApS in Denmark
– There is no need for a Danish resident in the management structure of your company.. Danish companies can be entirely foreign; you do not need a Danish shareholder or director.
– A Danish Anpartsselskab requires minimal administration. The integration of an ApS requires only one director and one shareholder.
– The scope of business activities can be very broad. The objects of the Memorandum may detail a specific activity or give a general description, allowing for a more versatile activity. e.g. “The objects of the business are commercial, industrial and investment activities”.
– Shareholder meetings do not need to be held in Denmark. Shareholders’ meetings are generally held in the municipality where the corporation has its legal address, but if the articles stipulate that they may be held elsewhere, they may be held anywhere.
– Shareholders do not need to attend the meeting to vote. Shareholders may vote by proxy, and in many cases in writing.
Important information on setting up a limited liability company / ApS in Denmark
– With an ApS private limited company, shareholders can choose whether the company should have only a board of directors or a board of directors and a board of directors. The board of directors and/or the management board are registered with the Danish Trade and Companies Agency and are jointly responsible for the administration of the company.
– The Board of Directors can be either a single-tier system or a two-tier management system with either a Supervisory Board or a Management Board (CEO), or both. No conditions apply to the residence of the members of the CEO and the Supervisory Boards.
– Denmark has adopted a new Company Act, there will be an official government-owned register (Erhvervs-og Selskabsstyrelsen) listing all major shareholders.
– If shareholders attend a meeting in person, they may be accompanied by advisors authorized to speak on their behalf. Resolutions are normally passed by a simple majority of the votes cast, unless the law or the company’s articles of association provide otherwise. The articles may be amended if a resolution is passed by a two-thirds majority of the votes cast and of the voting capital represented at a meeting. Where shareholders’ rights are to be prejudiced, a three-quarters majority or, in some cases, unanimous agreement is required.
How we can help you
If you are considering forming a business or you need expert help with company registration in Denmark, LegalGenius™ is ready to assist you with its skilled team of lawyers, consultants and tax experts. We are committed to making the process as stress-free and streamlined as possible for you, and we will take care of all your document preparation and administrative tasks regarding the registration forms, payment of government fees, local address registration, banking support, etc., whilst always keeping your exact objectives and unique vision in mind throughout the process.
Please use our Company Formation Wizard if you would like to set up your registered company in Denmark or if you would like to know the costs involved prior to proceeding with our exceptional services. For other queries and special requests for complex or customised company formation services, please contact us at email@example.com