DENMARK

COMPANY REGISTRATION IN DENMARK

Denmark is characterized by the stability of legislation on the establishment of new non-resident businesses, as well as a loyal taxation policy that is the cause of the increasing popularity of registering companies in Denmark. The government concluded agreements on the suppression of double taxation with 80 countries on all continents, that allows offshores in Denmark to keep most of the profits.

The key benefits Denmark can provide in doing business

• Easy Plug’n’Play registration of new companies
• No resident requirements for founders, the management, or board members
• Shareholder and board meetings can be conducted online
• No notarial deeds
• Flexible language requirements when registering the corporate documents of limited liability companies
• Dividends may be distributed on an interim basis after the
• first financial year
• Tax-efficient location compared to other Nordic countries

Legal forms of business in Denmark

1) Limited liability company (Anpartsselskab)

• The liability of participants is limited to the size of the contribution to the authorized capital.
• This form is specific to small and medium-sized businesses for any type of activity, except for certain exceptions (for example, activities of banks and other financial institutions).
• The minimum share capital of 40,000 Danish kroner (about 5,450 US dollars).
• Registration is quick and can be done online. Original signatures are not required on the Articles of Incorporation (or other corporate documents) submitted to the Danish Business Administration. However, the company must keep copies of duly signed corporate documents.
• One- or two-level management structure: activity management is carried out by the board of directors (at least 3 persons) and the executive board or only the executive board (executive director, if 1 person). Shareholders, members of the board of directors and the executive board may be non-residents of Denmark.
• LLC Is a corporate taxpayer in the amount of 22%.
• Language requirements are flexible when registering corporate documents. Swedish or Norwegian can be used instead of Danish, and some documents can be registered in English. Only the Articles of Association and the Memorandum of Association must be written in Danish or in two languages if Danish one of them.

2) Joint-stock company (Aktieselskab)

• A joint-stock company resembles an LLC in many ways but has more complex requirements for its creation and operation.
• The liability of shareholders is limited to the value of their shares.
• The minimum share capital of 400,000 Danish kroner (about 54,500 US dollars).
• Mandatory two-level management structure, which includes a board of directors (at least 3 members) and an executive board.

3) SE company – the European public limited company

• Denmark has fully implemented the EU rules regarding European public limited companies (SE companies).
• The legal framework of an SE company is largely subject to national company law but allows the nationality and place of residence of a company to be changed without liquidation and re-founding.
• SE companies must be registered with the Danish Business Authority if the official address is in Denmark.
• The minimum capital requirement is EUR 120,000, and shareholder liability is limited to shareholdings.
• An SE company must prepare annual financial statements which are audited by a state-authorized public accountant or registered accountant (may be optional if the conditions stated under ‘Audits of annual reports’ apply).
• An SE company registered in Denmark is subject to the same corporate tax rate as an A/S and ApS company.

4) European Economic Interest Groupings (EEIG)

• EEIG is a cross-border partnership formed by European business people and/or business entities in order to perform specific business tasks in the EU, with the exception of capital accumulation.
• The entity must be registered with the Danish Business Authority if the head office is in Denmark.
• No capital is required, one manager must be appointed and there is no requirement to prepare separate financial accounts.
• Each member of the EEIG is subject to individual taxation.

Two ways to get started

A) Online registration

Using the online electronic registration system provided by the Danish Business Authority, a new company can be incorporated and ready to operate within a few hours. Due to its ease, this is the most common way to establish a company.

Online registration is only open to certain service providers, such as law firms or others with a digital signature (NemID). The process includes registering the legal owners and possible real owners or controllers of the company, i.e. direct or indirect beneficial owners or controllers of more than 25% of the company. Foreign board members and real owners without a Danish personal identity number (CPR no.) must provide a copy of their passports. Personal NemID is required to access the Danish Business Authority’s IT system, with the exception of law firms that may use their business license NemID to access the system directly.

B) Paper registration

Traditional paper registration of a limited liability company by the Danish Business Authority remains an option. This will usually take up to five weeks. Until the company is registered. it must trade as a ‘company under formation, and the incorporators may be liable for activities carried out by the company until registration is complete.

What is the cost of registering a company in Denmark?

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