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Company Formation in Denmark

Entity Type: Public limited company (A/S) & Private limited company (ApS) (together limited liability company).


Name Details

Does the name of the company require approval by the Registry or other authorities?

No, but the Danish Business Authority (DBA) may refuse to register a name if this is deemed to be in conflict with the rules of the Danish Companies Act, i.e. if this is not clearly distinguishable from the names of other businesses registered with the DBA.

How many prospective names will you require?

One main name and unlimited secondary names.

However, if a limited liability company registers more than five secondary names, an amount of DKK 1,000 is to be paid for each secondary name. However, no fees apply if the secondary names derived from a reorganisation, merger or division.

Are there any restrictions or limitations on words that can be used in company names?

The name may not include any family name, business name, distinctive name of real property, trademark, distinctive mark or similar feature not belonging to the limited liability company, or anything likely to cause confusion with such name or mark. The name of a limited liability company must not be capable of being misleading. Where the name of a limited liability company indicates a specific activity, the company may not continue using that name if the company significantly changes its principal activity. The name of a limited liability company is required to include information on the limitation e.g. A/S or ApS.

Address Details

Does the company need to provide a registered address?

Yes in Denmark.

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

The address is required to be an address in Denmark where the company may be contacted. Therefore the registered address may not be a PO box.

If the client has no physical location incountry, can they use your address for the purposes of registration?

Yes.

Officer Details

How many Directors are required?

According to the Danish Companies Act, there is a choice of three different management structures: (i) a Board of Directors and an Executive Board; or (ii) a Supervisory Board and an Executive Board; or (iii) in private limited liability companies (ApS) an Executive Board only.

In a public limited company the Board of Directors or the Supervisory Board shall consist of three or more directors/managers.

The majority of the members on the Board of Directors of public limited companies (A/S) must be non-managers. Furthermore, in a public limited liability company (A/S) the chairman and vice chairman of the Board of Directors must not be managers of the company.

In private limited liability companies (ApS) the Executive Board shall consist of one or more persons.

Are any other officers required (i.e. Secretary)?

No.

What personal details will you need for each officer?

If the officer has a Danish central person registration number (CPR number), this is required as well as the resident address of the officer. If the officer does not have a CPR number, a certified passport copy is required as well as a resident address.

Is there a requirement for any in country resident directors?

No.

Do you need proof of address or Identity for officers? If YES, in what format?

As mentioned a certified copy of the officer’s passport where the officer does not have a Danish CPR-number is required.

Shareholders Details

How many shareholders are required?

At least one.

Are there any restrictions on who can be a shareholder?

No.

What information will you require about shareholder?

Name, address and for companies the company registration number (CVR no.), and a certified transcript from the local Companies Agency proving the valid existence of the company.

Will you require proof of address or ID from the shareholders?

If the shareholder is a company, a certified transcript from the local business authority is needed. If the shareholder is a natural person who does not have a CPR number a certified passport copy is needed.

Share Capital

Will the company need to specify a maximum number of shares that can be issued?

In the articles of association, the amount of the share capital and the number or nominal value of the shares must be specified.

Is there a minimum number of shares that must be issued?

No.

Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.

Stamp duty is paid upon the incorporation of the company and in the instance in which the authorized share capital of the company is increased. Upon incorporation there is a flat fee of €102.52 plus a percentage charged depending on the amount of nominal capital of the company which amounts to 0.6%. This 0.6% also applies in case there will be an increase of capital of the company. Therefore, for example, if you choose to increase the share capital from 100 ordinary shares of Euro 1 each to 1000 ordinary shares of Euro 1 each then the stamp duty will be calculated as follows: 900 Euro (which represents the nominal value of the 900 shares by which the share capital is increased) multiplied by 0.6%. An alternative, which is customarily applied, is issuing shares at a premium. In that instance, the duty will be calculated on the nominal value of the shares and not on the premium value.

Other Details

Do you require any further information about the company or its officers? If YES, please specify.

– The object of the Company
– The provision regulating the power to bind the Company
– The financial year of the company
– Information of share classes, if any
– Information on the name, address and central business reg. no. (CVR. no.) on the company’s auditors
– Information on where General Meetings should take place
– Is the company to be registered for VAT? If yes when is the start date for VAT registration (e.g. first invoicing or purchase)?
– Date of commencement of activities subject to payroll tax, if any
– Are wages paid monthly or sporadically?
– Should registration be made for the Danish Labour Market Supplementary Pension Scheme (ATP)? If yes, state the date of the appointment of the first employee.

Procedure

Articles of Association and Articles of Incorporation (i.e. naming board of directors and auditor) have to be made and signed and the share capital must be paid before registration can be made.

Registration: Both the private limited liability company (ApS) and the public limited liability company (A/S) must file for registration of the newly formed company with the Danish Business Authority (DBA). The time limit for this registration is two weeks after
the date of the Articles of Incorporation.

Timescale

How long will it take to complete incorporation?

Through the use of “online incorporation” the incorporation process is carried out on a day to day basis.

Is there any way to expedite the incorporation for an extra fee?

No.


Latest version updated 2nd May 2018

Country Breakdown

5.7

Million

Population

kr

Danish Krone

Currency

$ 305

Billion

GDP

2.211

Million

km2