The Private Limited Liability Company

General Information

The ApS is the most common form of incorporated company under Danish commercial law. It was originally intended to provide smaller enterprises with the principle of limited liability. Therefore it offers a high degree of flexibility in the drafting of the articles of association. As the ApS is eligible to elect entity classification under the US tax rules, it is also used by large international groups.

Incorporation

Formation by at least one person - individual or legal; EU domicile.
Incorporation requires signed memorandum of association including a draft of the articles of association. Company must then be registered with the Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen).Company comes into legal existence immediately upon registration.

Duration of incorporation approximately 2-4 weeks but can also be done online with immediate registration.

There are no incorporation costs.

Capitalisation and Financing

The statutory minimum share capital, which must be subscribed in full prior to registration, amounts to DKK 125,000 or the equivalent in € (approximately € 16,750). Shares can be paid in cash or kind.

Board Structure

Shareholders may choose whether they want to have a board of directors, one or several managers or both managing their ApS. Questions relating to management and representation may therefore be answered differently and must be decided upon by the founders in the articles of association.

Shareholders' decisions are made by way of shareholders' resolutions at the annual or extraordinary shareholders' meeting.

Annual Costs

none.

Corporate Taxation and Financial Reporting

Companies resident in Denmark and certain foreign corporations are subjects to corporation tax (Selskabsskat). A company is deemed to be resident in Denmark if its place of effective management is situated in Denmark. Tax rate is 30 %.

Annual accounts shall be approved by the general meeting and filed with the Commerce and Companies Agency immediately afterwards and no later than five months of the end of the accounting year. Accounts must consist of balance sheet, profit and loss statement and notes to the accounts. Accounts must be drawn up in accordance with the Danish Financial Statements Act and Danish GAAP.

Employee Participation in Corporate Bodies

If workforce exceeds an average of 35, the ApS must have a board of directors. Employees are then entitled to elect a number of members to the board.