The Public Limited Liability Company

General Information

The A/S is the corporate form adopted by many of Denmark's larger corporations. The principal advantage of an A/S is that, unlike a ApS, the shares of an A/S may be transferred with relative ease and can be listed on a stock exchange. However, as this is likely to result in a large number of shareholders, its governance structure is much stricter than that of the ApS.

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 500,000 or the equivalent in € (approximately € 67,000). Shares can be paid in cash or kind.

Board Structure

An A/S is managed and represented in and out of court by one or several managers. Questions relating to management and representation have to be answered by the founders in the articles of association. The manager(s) shall follow the directions and guidelines provided by the board of directors.

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

A board of directors is mandatory, consisting of at least three members. The board shall ensure proper organisation of the business, including the appointment and dismissal of managers. It shall take care of transactions which are unusual or of great significance for the company.

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 have to 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

As the A/S must have a board of directors, employee participation is guaranteed. Furthermore, if workforce exceeds an average of 35, employees are entitled to elect an additional number of members to the board.