Essential information for establishing a new ApS company in Denmark

An entrepreneur who wishes to register an ApS company in Denmark will need a business address in Denmark. For this purpose, you can use either a private address (applicable to Danish residents only) or a virtual office address (virtuelt-kontor.dk, turbino.dk, regus.dk, symbion.dk or kontorservice.dk). In addition, you will need to choose a unique company name that ends with the abbreviation for a limited liability company - 'ApS' - as well as a domain name using, for example, domain provider Simply. You also need to set a start-up date and pay the registration costs (to the government - DKK 670 plus VAT, to the lawyer - DKK 1,295 plus VAT).

In Denmark, in order to establish an ApS company, it is necessary to have a start-up capital of DKK 20,000, of which DKK 1295 plus VAT is for the lawyer and DKK 670 for the government. The amount that remains after deduction of these costs - 17,711.25 Danish kroner - will be transferred to a Danish company bank account belonging to the newly opened ApS company. The owner of the company has the right to use this money to cover the costs of running the company.

According to EU money laundering regulations, both management and shareholders who own or control a minimum of 25% of the company must be verified in advance. In an ApS company we distinguish:

1. Resident companies - where the resident company will be a minimum of 25% of the shares in ApS, data such as the company extract from the Danish Enterprise Authority, shareholder and board identifier, Articles of Association (Memorandum of Incorporation), ownership register must be provided.
2. Non-resident companies - while if a non-resident company will have a minimum shareholding in ApS, you will need to provide data such as: extract of the company from the local business authority (maximum 3 months), articles of association, ownership register, shareholder and board identifier.
3. Resident persons - in the case of natural persons resident in Denmark who will manage an ApS company or hold a minimum of 25% of the shares in the company, it is necessary to provide data such as: address,name,Danish yellow health insurance card,passport.
4. Non-residents - in the case of non-resident natural persons who manage an ApS company or hold a minimum of 25% of the shares in the company, or if a non-resident individual will be managing the company, the following data must be provided: address, name, passport scan, private bank account statement with the person's name and address or a utility bill, VAT number, ID card number.

A Danish limited liability company ApS may have one or more managing directors, and there is no obligation for a director of the company to reside in Denmark, but in the event that the company will have more than one director, it must be ascertained whether all directors or only one must sign on behalf of the company. An ApS company may have one or more owners(shareholders), who may be companies or individuals. A Danish limited liability company should keep an ownership register containing information on the company's shares, such as the number of shares owned by the shareholder, personal details of the shareholders, the number of shares, the nominal value of the shares held by each shareholder in Danish kroner (ideally, each share should have a value of 1 Danish kroner). In the case of ApS, the election of a Supervisory Board is not necessary, but if one is elected, the personal data of its members must be provided.

In Denmark, you must register Danish LLC (ApS) as a VAT payer if your annual revenue exceeds DKK 50,000 (VAT – exempt services include education and healthcare).

A company needs to be registered for export if it wishes to export goods from Denmark to member states of the European Union. If the company is registered in Denmark as an importer, it must also be registered as an exporter, as any return of goods will be deemed to be an export. A company must be registered for import if it wishes to import goods from outside the European Union into Denmark. Once registered for import, the company will be issued with an EORI registration number, which is used to identify it as an importer in the European Union. The entrepreneur must also choose how to pay the import duty (companies usually choose the credit programme offered by SKAT).

An entrepreneur who is the only person working in the company does not have to register as an employer, but if you wish to employ e.g. lawyers in the company, such registration must be done. An accurate and brief description of the company's scope of activity must also be drawn up (the description will be public), matching it with an activity code of six digits.

Small companies that do not exceed two of the three required limits within two fiscal years (DKK 8 million in revenue, average of two employees, DKK 4 million in total assets) are not required to carry out an audit(the cost of an audit is DKK 50,000 to 100,000).

For LLC in Denmark (ApS), ideally the company’s tax year should be the same as the calendar year. The company’s first tax year can last up to 18 months, i.e. starting on 1.07.2022, the year can end on 31.12.2023, followed by the filing of the first annual report, which will cover both 2022 and 2023.