Denmark – Company Registration

Denmark Key Points

  • Time – 2 weeks to incorporate your company
  • Directors – only one director of any nationality, is necessary for your Aps company
  • Shareholders – only one shareholder of any nationality required
  • Share Capital – the share capital requirement is DKK80,000
  • Confidential – Denmark has no Government register of shareholders
  • Support – using our 20 years experience we guide you throughout every step of the company formation process

Denmark has no Government register of shareholders, the statutory minimum start up capital is DKK 80.000. The private limited company is broadly equivalent to the German GmbH of the French Sàrl.

The features of a private limited company are:

  • Only one shareholder is required
  • Minimum share capital is only DKK 80,000
  • Optional one or two-tier management systems with either a Supervisory Board or an Executive Board (CEO), or both
  • No requirements apply as to the residency of the members of the Executive (CEO) and Supervisory Boards

When a private limited company is incorporated, the capital must be at least DKK 80,000

There are a number of factors to be considered when incorporating a new company:

  • The name of the company.
  • The objects can be very broad, for example “The objects of the company are commercial, industrial and investment activities”, or it can be more specific.
  • The company’s address.
  • The size of the share capital and how to contribute it to the company. The capital can be paid up by means of cash contributions or a contribution of assets. In case of a contribution of assets, an accountant or another appraiser must confirm that the value of the assets is at least equal to the value at which they are contributed.
  • The denomination of the shares.
  • The Board and the Management of the company. We require the personal identification number (CPR-number) and private address of the Danish Board members and directors, and in case of foreign citizens we require their private address and a copy of their passport.
  • Provisions regulating the powers to sign on behalf of the company. Should one Board member or one manager be able to bind the company, or should several signatures be required?
  • The company’s first accountant, who must be a registered or state-authorised public accountant.
  • The company’s financial year (the calendar year or another period). The first financial year can be up to 18 months.
  • Any special requirements concerning the Articles of Association, including a qualified majority for certain decisions, convening of general meetings, pre-emption rights, etc.
  • Whether to hold an actual statutory general meeting or a “general meeting on paper”, where no shareholders are present.

Management Board

Danish companies may be entirely foreign owned.

Shareholders’ Meetings

Shareholders’ meetings must be held in municipality in which the company has its legal address unless the Articles of Association state that they may be held elsewhere, which may include a place outside Denmark.

Shareholders may vote by a proxy, and in many cases in writing. If they attend a meeting in person, shareholders may be accompanied by advisers who are allowed to speak on their behalf. Resolutions are normally passed by a simple majority of those voting, unless the law or the company’s articles require otherwise. The articles of association can be altered if a resolution is passed by a two-thirds majority of both votes cast and voting capital represented at a meeting. Where shareholders’ rights are to be adversely affected, a three-quarters majority or even in some cases unanimous agreement is required.

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