How to Incorporate a Limited Company/ Anpartsselskab (ApS) in Denmark
The Danish Anpartsselskab is a private limited company broadly equivalent to the German GmbH or the French Sàrl. The name of your company can not be deceptively similar to a company already trading in Denmark. It does not have to be in Danish but it must end with the affix ApS.
After you have submitted the proposed name of your ApS to us, approval can be obtained within several hours. You can carry out a free name check now using our Company Name Check service. We then register your limited liability company with the Danish Commerce and Companies Agency (DCA) who will issue a Central Business Number (CVR) identification number.
The DCCA will forward your CVR number to The Central Customs and Tax Administration (CCTA), you will have to register with the CCTA for VAT and Corporate income tax.
You will then draft a formation agreement containing the Articles of Incorporation detailing the name and address of the company, objects of the company, share capital, members of the board of directors, and the notice period of the first general meeting of shareholders. Your Danish Aps Company can start trading after the application has been filed with DCA.
Incorporating your new company will typically take two weeks.
Formacompany has over 20 years’ experience forming companies in Denmark and across the world, and our staff will be available to offer advice and support through the entire incorporation process, from initially selecting a suitable company name through to finally commencing taxable activities.
What you need to set up a Limited Company/ ApS in Denmark
To begin incorporation of your Danish ApS we will require the following:
- Your company name
- The full name, date of birth, address and nationality of all directors
- The full name and address of all shareholders.
- The objects of the company, specifying the principal activity
- The amount of capital and the number of shares subscribed to each member
Documents you are required to provide:
- Proof of identity (passport, national identity card, photographic driving licence).
- Proof of residential address (gas/electricity bill or credit/debit card bank statement dated within the last three months)
- All ApSs must have a registered agent and a registered office. The registered office is where documents may be legally served on the company. The registered office must be a physical address in Denmark, a suitable office is included in our Standard Company Formation Package.
Share Capital Requirements
- The minimum share capital is DKK 80,000 and this must be paid in full upon incorporation.
- The share 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.
- All shares must carry voting rights .
Ready Made Companies
- A company is given a registration number (CVR number) immediately after being registered by the Danish Commerce and Companies Agency, so the advantage of acquiring a Ready Made company is not very significant.
Services included in our fee
Our fee includes all duties, taxes and professional fees as well as:
- Liaising with the local registrar and relevant authorities
- Structuring the company as per your requirements
- Preparing your Company Registration Forms
- Drafting the Articles of Association / Statutes
- Filing the documents with the Companies Registry
- Appointing the Directors
- Preparing the minutes of the first board meeting
- Initial Government licence fee payable on incorporation
- Entry in the Commerce and Companies Agency (Erhvers – og Selskabsstyrelse)
What you receive after setting up your new business
- Original Certificate of Incorporation
- Original share certificates
- Original government receipt as evidence of payment of annual company registration and license fees
5 Advantages of Registering a Limited Company/ ApS in Denmark
- There is no need for a Danish resident in your company’s management structure. Danish companies may be entirely foreign owned; you do not need a Danish resident shareholder or director.
- A Danish Anpartsselskab requires minimal administration. Incorporating an ApS requires only one director and one shareholder.
- The scope of the business activities can be very wide. The objects in the Memorandum can detail a specific activity or can be give a general, broad description allowing for a more versatile business. e.g. “The objects of the company are commercial, industrial and investment activities”.
- Shareholders’ meetings do not need to be held in Denmark. Shareholder meetings are ordinarily held in the municipality in which the company has its legal address but, if the Articles of Association state that they may be held elsewhere, they can take place in any location.
- Shareholders do not need to attend the meeting in order to vote. Shareholders may vote by a proxy, and in many cases in writing.
Important Information about Incorporating a Limited Company/ ApS in Denmark
- With an ApS private limited company the shareholders may choose whether the company should have just a management board or a management board and a board of directors. The board of directors and/or the management board are registered with the Danish Commerce and Companies Agency and have joint responsibility for the administration of the company.
- The management board can be either a one-tier system or two-tier management system with either a Supervisory Board or an Executive Board (CEO), or both. No requirements apply as to the residency of the members of the CEO and Supervisory Boards
- Denmark has adopted a new Company law, there will be an official register held by the Government (Erhvervs-og Selskabsstyrelsen) listing all major shareholders.
- If shareholders attend a meeting in person, they 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.