Guide to company formation – how to set up your company (based on ApS)
This article is intended to give you an overview of what it takes to set up a limited liability company (ApS). The article will begin by giving a brief overview of the different types of companies and businesses that exist, but the guide is based on setting up an ApS.
Get our help with setting up an ApS here!
Company versus company
The difference between a company and a company is that with a company type you are personally and jointly liable, whereas with a company you are not personally liable, but only with the company’s capital.
Business Forms
Sole Proprietorship
Characterized by:
One founder and owner
Personal and unlimited liability – Which means that you are liable with everything you own
Easy to establish
No capital contribution requirement
I/S – Interest
Characterized by:
Minimum two founders and owners
Personal, unlimited and joint and several liability – Here, you are liable for everything you own, and each is fully liable for the same debt. A creditor can therefore demand the full amount from one if the other is unable to pay.
No capital contribution requirement
Company Forms
Aktieselskab (A/S)
Characterized by:
Capital contribution requirement of DKK 400,000
One or more owners/shareholders
Independent legal entity
Audit obligation from an authorized auditor
Statutory with a board of directors
A limited liability company (ApS)
Characterized by:
Capital requirement of DKK 40,000
One or more owners
No personal liability
Independent legal entity
A limited liability company (ApS)
An ApS can be founded by one or more people. The capital requirement is DKK 40,000, which can be in the form of cash or as a contribution in kind, if assets of the same value can be documented.
With an ApS, liability is limited, which means that only the company is liable with the capital. With an ApS, one is obliged to publish the company’s accounts, but auditing can be opted out if the company meets the conditions for this, which many will do as a starting point.
Documents required to establish an ApS
When establishing an ApS, some documents are required that must be uploaded in connection with the registration on virk.dk. The documents are described below:
Foundation document
A foundation document specifies various conditions for the establishment of your ApS. It states, among other things, who the owner(s) are and how the shares are distributed, if there are multiple owners. It also states who will be on the company’s management board
Articles of association
Articles of association are a document that states the rules for the company and its operations. The articles of association state, among other things, a description of the company’s purpose, the company’s financial year and the company’s decision on the board of directors.
Confirmation of share capital
When establishing an ApS, the share capital of DKK 40,000 must be confirmed. This can be done by three parties; a lawyer, a state-authorized accountant or a bank.
The entire process described in steps:
Foundation document and articles of association are prepared.
The documents are uploaded in connection with the registration on virk.dk, where the founder(s), owner(s) and beneficial owner(s) etc. are also stated. There is a fee of 670,- to the Danish Business Authority for registering a company.
The company capital is sent for approval to one of the above parties, stating an email address for the person concerned, for example, after which the registration can finally be completed/approved on virk.dk.
Your company registration is now processed by the Danish Business Authority, which will send an email with the CVR number when the registration has been completed. This can take from less than 24 hours to 1-2 weeks, as the Danish Business Authority has intensified its spot checks.
Also remember
After you have received your CVR number, you can register your company for VAT and import/export. In addition, you must have created a business account, where most banks require that you have received your CVR number before you can obtain such an account.
Questions?
If you have any questions about the above or would like help establishing your ApS, you are always welcome to contact us.
