To open a limited company – anpartsselskab (ApS) can be a quite challenge. An anpartsselskab is a Limited Company and the most used company form in Denmark. The characteristic about an ApS is the limited liability and the low share capital that shall be paid in to format a limited company. The minimum share capital for an Anpartsselskab is DKK 40,000.
In the following you will get to know all the basic of how to open a limited company (ApS)
To open a limited company in Denmark, you need to invest DKK 40,000 as share capital. The amount of DKK 40,000 belongs to the company and can be freely used by the company once it is formed to e.g. bills, lease etc.. The capital is not restricted but cannot be withdrawn directly; however, you can retrieve the money from the company by taking it out as dividends or salary after the company has been formed.
In practice, the amount must be deposited into a lawyer’s client account to demonstrate the presence of the share capital before the company is formed. Only lawyers and a few other professions have the authority to verify the existence of the share capital. Therefore, it is essential to have someone who can confirm the presence of the share capital when forming a company in Denmark.
The owner
The owner of a limited company (Anpartsselskab) can be either an individual or a company. Additionally, foreign individuals and companies are allowed to own shares in a Danish company as well. The minimum number of owners for a Limited Company (ApS) is 1, irrespective of whether it is an individual or a company. An limited company can also have multiple owners, comprising various combinations such as one person and a company, two companies, two individuals, and so on.
Danish mailing address
When operating a limited company in Denmark, having a physical mailing address is mandatory. This address is typically utilized by the authorities, as many of their communications are sent via postal mail. Some correspondence may also be directed to your digital inbox on mit.dk. It is not necessary to have a physical office in Denmark to meet this requirement. An alternative is to lease an address, such as one from an ‘office hotel.’ Our Partners will also be able to provide a mailing address for a low cost.
Director
The minimum requirement for the management of a limited company (ApS/Anpartsselskab) is one director. However, it’s up to you whether you want to appoint two or more directors or establish an executive board. The appointed director(s) will be registered in the CVR register whihold by The Danish Business Authorities. The director is responsible for both day-to-day operations and strategic decision-making.
If you want to read more about other company structures, it can be done in this article.
Understand Compulsory Dissolution: What you need to know
In the dynamic landscape of business, unexpected challenges can arise, leading to the compulsory dissolution of a company. Referred to as “compulsory dissolution,” this legal process involves the mandated cessation of operations by order of the court or The Danish Business Authorities. It’s imperative for business owners and stakeholders to comprehend the reasons behind compulsory dissolution and the potential ramifications it entails.
Reasons behind Compulsory Dissolution
Compulsory dissolution can stem from various triggers, each carrying its own weight of consequence. Failure to adhere to legal obligations, such as timely filing of annual returns or maintaining accurate accounting records, can precipitate compulsory dissolution proceedings or not having a registered management in CVR.
Consequences Compulsory Dissolution
The repercussions can cast a long shadow over the company and its stakeholders. Loss of assets looms large, as the company’s assets may be liquidated to settle outstanding debts owed to creditors. Furthermore, directors and officers of the company may find themselves personally liable for debts accrued during the company’s operations, subject to the jurisdiction and circumstances surrounding the dissolution. Disqualification from serving in similar roles within other companies may also befall directors, adding another layer of consequence. Additionally, the reputational damage inflicted by compulsory dissolution can impede future business endeavors for the company and its stakeholders.
How we can help
Amidst the tumult of compulsory dissolution proceedings, seeking professional guidance is paramount. Our team specializes in assisting businesses navigate through legal challenges, including compulsory dissolution. We offer expert advice and strategic solutions tailored to your company’s unique circumstances, aiming to mitigate the impact of dissolution and explore avenues for potential reconstitution.
Contact us today to learn more about how we can assist you in navigating the complexities of compulsory dissolution and potentially facilitating the reinstatement of your company.
In Denmark, the Central Business Register, commonly abbreviated as CVR, plays a pivotal role in the administrative and regulatory landscape. CVR serves as a comprehensive database that records essential information about businesses and entities operating within Denmark. This article aims to elucidate the significance of CVR, its functions, and the critical role it plays in the Danish business environment.
CVR as a unique identifier
At its core, CVR functions as a unique identifier for businesses and other legal entities in Denmark. It assigns a specific registration number to each entity, serving as a distinct reference point in all interactions with public authorities, financial institutions, and other entities. This unique identification system facilitates seamless communication, streamlining administrative processes for businesses and government agencies alike.
Registration process and legal requirements
When establishing a business in Denmark, entrepreneurs are required to register their enterprise with CVR. This registration process involves providing essential details such as the company’s legal structure, address, ownership information, and other pertinent data. This step is mandatory for all types of businesses, including sole proprietorships, partnerships, and corporations, ensuring a comprehensive and standardized record of entities operating within the Danish business landscape.
Transparency and accessibility
One of the primary objectives of CVR is to enhance transparency and accessibility of information related to businesses. The database is publicly accessible, allowing individuals, investors, and authorities to retrieve information about a specific business entity easily. This transparency not only fosters accountability but also aids in due diligence processes, enabling stakeholders to make informed decisions when engaging with businesses.
Ongoing updates and changes
CVR is a dynamic system that requires businesses to update their information regularly. Any changes in a company’s structure, ownership, address, or other relevant details must be promptly reported to CVR. This ensures that the database remains current and reflects the most accurate and up-to-date information about each registered entity. Timely updates also contribute to the overall reliability of the system.
Integration with public authorities
CVR serves as a central hub of information that is integrated with various public authorities in Denmark. This integration streamlines communication and data exchange between businesses and government entities. For instance, tax authorities, regulatory bodies, and statistical agencies rely on CVR to access accurate and consistent information for their respective purposes, contributing to the overall efficiency of administrative processes.
Compulsory dissolution (tvangsopløsning)
If the information in CVR is not accurate, you risk having the Danish Business Authority refer your company to compulsory dissolution in the courts. Compulsory dissolution means that the state closes your company, potentially resulting in the loss of the business. If you respond promptly, you can resume the company and thus avoid compulsory dissolution. Resumption of a company can only occur under the condition that a series of requirements are met. If your company is under compulsory dissolution, you must take immediate action. Contact our partners and obtain legal assistance for the resumption of your company.
Conclusion
In conclusion, CVR is a fundamental component of Denmark’s business infrastructure, providing a centralized and standardized system for registering and accessing information about businesses and legal entities. Its role in promoting transparency, facilitating communication, and ensuring up-to-date records underscores its importance in the Danish business environment. As a dynamic and integrated system, CVR continues to play a crucial role in supporting regulatory compliance, fostering transparency, and contributing to the overall efficiency of administrative processes in the country.
If you want to start a business in Denmark; Firstly, you need to determine which company type aligns with your aspirations, future plans, and company activities. Learn more about the different company structures here.
Next, you need to be aware of the conditions for either an Anpartsselskab / Limited Liability Company (ApS) or an Aktieselskab / Joint-Stock Company (A/S). The conditions for each of the two company types vary and have different requirements, such as minimum share capital and management structure.
To see the whole process of how to start a business in Denmark from start to finish, read this article.
Ready to start a business in Denmark? Contact out partners and let them guide you through the whole process. Request for a callback.
In Denmark we have several company structures to choice between. The decision of which one that fits you best depend on several factors such as, future plans, company activities, the need of upcoming investments etc. In the following, the characteristics of each company form, structures, special rules you must be aware of and other relevant matters are described.
These company structures are the most used and usual ones:
A sole proprietorship is a form of business organization that is distinctive in its simplicity and direct connected to its owner. Unlike larger corporate structures, a sole proprietorship is a business owned and operated by a single individual. In this article, we will explore the unique characteristics that define a sole proprietorship and distinguish it from other business entities.
Singular Ownership and Control
One of the defining features of a sole proprietorship is that it is wholly owned and operated by a single individual. This solitary ownership structure grants the business owner complete control and decision-making authority. Unlike partnerships or corporations, where decision-making might be shared among multiple individuals or a board of directors, the sole proprietor has the autonomy to make all business-related choices independently.
Simplicity in Formation
Establishing a sole proprietorship is relatively straightforward compared to other business structures. The business owner simply needs to register their business with the CVR, obtain any necessary licenses, and comply with relevant regulations. The simplicity of formation makes a sole proprietorship an attractive option for entrepreneurs seeking a quick and uncomplicated start to their business endeavors.
Direct Personal Liability
In a sole proprietorship, the business and its owner are considered a single legal entity. While this unity provides simplicity, it also means that the owner has unlimited personal liability for the business’s debts and obligations. In the event of financial challenges or legal issues, the owner’s personal assets may be at risk, making careful financial management crucial for the success and longevity of the business.
Flexibility in Decision-Making
Sole proprietors enjoy significant flexibility in decision-making, allowing them to adapt quickly to changing circumstances. From setting prices to adjusting business strategies, the owner can make decisions promptly without the need for extensive consultations or corporate governance processes. This flexibility is advantageous in responding to market dynamics and customer needs in a timely manner.
Limited Financial Resources
While sole proprietorships offer simplicity and flexibility, they may face limitations in terms of financial resources. The owner’s ability to raise capital may be restricted compared to larger corporate structures that can issue stocks or attract multiple investors. Consequently, sole proprietors often rely on personal savings or loans to fund their businesses, which can impact their capacity for growth and expansion.
Conclusion
In summary, a sole proprietorship stands out in the business landscape due to its singular ownership, simplicity in formation, direct personal liability, flexibility in decision-making, and limited financial resources. These characteristics make it a suitable choice for individuals seeking autonomy in their business ventures, provided they are willing to accept the associated responsibilities and potential limitations. Understanding these distinctive traits is essential for aspiring entrepreneurs considering the establishment of a sole proprietorship.
If you’re in doubt about which company structure to choose, request a call back from our partners, and find the right solution for your future and business.
Anpartsselskab (ApS) – Limited liability company
An Anpartsselskab, commonly known as an ApS, is a prevalent form of business organization in Denmark. This company structure of entity combines elements of a corporation with a more flexible structure. In this article, we will delve into the unique characteristics that define an Anpartsselskab, differentiating it from other business entities.
Limited Liability Structure
One of the key features of an Anpartsselskab (ApS) is its limited liability structure. Shareholders in an ApS are generally not personally liable for the company’s debts beyond their initial capital contribution. This separation between personal and corporate assets provides a level of financial protection for the shareholders, making it an attractive choice for entrepreneurs seeking to mitigate personal risk.
Shareholder Ownership and Control
An Anpartsselskab (ApS) is characterized by having multiple shareholders, each owning a certain percentage of the company. Unlike a sole proprietorship, where there is a single owner, an ApS allows for the distribution of ownership among individuals or legal entities (companies). While this can lead to shared decision-making, the day-to-day operations and strategic direction are often determined by the appointed management or board of directors.
Formation Complexity
Compared to a sole proprietorship, the formation of an Anpartsselskab (ApS) involves more formalities. The process includes drafting articles of association, appointing directors, and adhering to regulatory requirements. While it requires more effort and documentation, this formal structure can offer a stable foundation for business operations and facilitate the attraction of external investments.
Transferable Ownership
Shares in an Anpartsselskab (ApS) are transferable, allowing for changes in ownership without disrupting the company’s operations. This transferability provides flexibility for shareholders to buy or sell their ownership stakes, potentially attracting new investors or accommodating changes in the business structure over time.
Capital Flexibility
An Anpartsselskab (ApS) has flexibility in terms of its share capital requirements. The minimum share capital is DKK 40,000, enabling entrepreneurs to establish a business with a reasonable initial investment. This flexibility in capital requirements makes the Anpartsselskab structure accessible to a broad range of business ventures.
Conclusion
In conclusion, an Anpartsselskab (ApS), is distinguished by its limited liability structure, shareholder ownership and control, formation complexity, transferable ownership, and capital flexibility. Entrepreneurs in Denmark often choose this business form to balance the benefits of limited liability with the flexibility of multiple shareholders. Understanding these unique traits is crucial for those considering the establishment of an Anpartsselskab as they navigate the intricacies of corporate governance and business operations.
If you’re in doubt about which company structure to choose, request a call back from our partners, and find the right solution for your future and business.
Aktieselskab (A/S) – Joint stock company
An Aktieselskab, commonly known as an A/S, represents a widely adopted form of business organization in Denmark. This company structure of entity combines elements of corporate structure with a more sophisticated framework. In this article, we will explore the unique characteristics that define an Aktieselskab, setting it apart from other business entities.
Public or Private Status
One of the distinctive features of an Aktieselskab (A/S) is its ability to be either publicly or privately held. Publicly traded Aktieselskab (A/S) companies can issue shares to the public through stock exchanges, allowing for broader ownership and access to capital. In contrast, privately held Aktieselskab (A/S) companies have a limited number of shareholders and do not trade their shares publicly. This flexibility in status makes Aktieselskab (A/S) a versatile choice for businesses with varying capital needs.
Limited Liability and Share Capital
Similar to an Anpartsselskab (ApS), an Aktieselskab (A/S) provides limited liability to its shareholders. This means that shareholders are generally not personally liable for the company’s debts beyond their initial capital contribution. Additionally, an Aktieselskab (A/S) has a minimum required share capital of DKK 400,00, which is much higher than that of an Anpartsselskab (ApS). This requirement is often seen as a measure to ensure a more robust financial foundation for the business.
Board of Directors and Management
Aktieselskab (A/S) companies have a structured corporate governance system, typically with a board of directors responsible for overseeing strategic decisions and appointing the executive management. This separation of governance and management ensures a clear hierarchy in decision-making and allows for professional management of day-to-day operations. The board of directors is elected by the shareholders, reinforcing a democratic approach to corporate leadership.
Transferable and Tradeable Shares
Shares in an Aktieselskab (A/S) are both transferable and tradeable, providing liquidity for shareholders. This feature allows investors to buy and sell shares on the stock exchange, contributing to the dynamic nature of ownership. The ability to trade shares publicly can enhance the visibility and valuation of the company, attracting a diverse range of investors.
Regulatory Compliance
Formation and operation of an Aktieselskab (A/S) involve comprehensive regulatory compliance. Companies need to adhere to legal requirements, including the drafting of articles of association, appointing auditors, and meeting reporting obligations. While this entails a more rigorous process compared to simpler business structures, it ensures transparency and accountability in corporate practices.
Conclusion
In summary, an Aktieselskab, or A/S, stands out for its public or private status, limited liability structure, board of directors and management, transferable and tradeable shares, and regulatory compliance. The versatility offered by an A/S makes it an appealing choice for businesses with aspirations of growth, access to public capital markets, and a desire for a sophisticated corporate governance structure. Understanding these distinctive characteristics is essential for entrepreneurs and investors considering the establishment or engagement with an Aktieselskab.
If you’re in doubt about which company structure to choose, request a call back from our partners, and find the right solution for your future and business.
