TEN Q&A on company law in Europe: Denmark

A Q&A overview about Danish company law, including the key rules and regulations regarding company registration and taxation.

1. What types of company can be formed in Denmark?

There are three types of limited company in Denmark:

• Public Limited Company / Aktieselskab (A/S)
• Private Limited Company / Anpartsselskab (ApS)
• Entrepreneurial Limited Company / Iværksætterselskab (IVS)

All are subject to the regulations set out in the Danish Companies Act (or Selskabsloven).

2. What is the minimum share capital for each company type in Denmark?

• Public Limited Company (A/S): DKK 500,000
• Private Limited Company (ApS): DKK 50,000
• Entrepreneurial Limited Company (IVS): DKK 1.00

Entrepreneurial Limited Companies (IVS) must set aside a minimum 25% of earnings after tax as a special reserve. When this special reserve, together with the share capital, reaches DKK 50,000 the company must be converted into a Private Limited Company (ApS).

It is also important to note that an IVS cannot distribute dividends to its owners before the share capital and special reserve reaches DKK 50,000 and the company is converted.

3. Are there any requirements relating to company management in Denmark?

The management of a Public Limited Company (A/S) must comprise:

• a Board of at least three Directors; and
• a Manager/Director.

The management of a Private Limited Company (ApS) or an Entrepreneurial Limited Company (IVS) must comprise:

• a Board of at least three Directors; and/or
• a Manager/Director.

4. What documents are required for company formation in Denmark?

To form a company the following documents must be issued:

• Articles of Incorporation
• Articles of Association
• Shareholders’ Register

These documents must include the following information:

• company name
• company founder
• date of incorporation
• company address (which must be in Denmark)
• company objective
• share capital
• fiscal year

5. What is the company registration process in Denmark?

A Danish company is registered through the Danish Business Authority (Erhvervsstyrelsen) by digital application.

The application can be completed by anyone, but there are special requirements related to documenting the presence of share capital.

The following conditions/requirements must be met when filing the application:

• Articles of Incorporation and Articles of Association must be completed/actioned;
• share capital must be shown to be paid/present*; and
• the Anti-Money Laundering Act must be satisfied in relation to providing documentation on the founder, owner and management of the company.

(*) Proof of share capital should be confirmed by a bank, an accountant or an attorney.

6. Are details of company ownership public in Denmark?

Details of company share ownership are filed on the Public Owners’ Register and are publicly disclosed.

7. Can a foreign individual or company own shares in a Danish company?

Foreign persons and companies can own shares in a Danish company as long as Anti-Money Laundering Act requirements for documentation are met.

8. What is the corporate tax rate in Denmark?

The corporate tax rate in Denmark is 22%.

9. What are the rules for issuing dividends from Danish companies?

A limited company can issue dividends to its shareholders from any free equity after filing the first Annual Statement of the company.

Bond equity will be the share capital and capital provided with issuing new shares in the company to premium rate.

Dividends cannot be issued from an Entrepreneurial Limited Company (IVS).

Corporate legal services Q&A: Company law for Company law in Denmark .

Published on 19 April 2019 by Virtus Advokater .