Shares in ApS Company
If one of the co-owners of a private limited company (Danish Ltd) wants to sell their shares, the other co-owners have the option, but not the obligation, to exercise their right of first refusal and buy those shares before anyone else can. However, if the co-owners choose not to exercise this right, the selling co-owner can then sell their shares to anyone else they wish.
In regards to pre-emption rights, the owners are responsible for selecting the methodology to evaluate the value of shares in the company. There are multiple techniques accessible for pricing the shares.
One way to determine the price of the shares in a private limited company in Denmark during pre-emption is to hire an independent state-authorized public accountant appointed by the Association of State Authorized Public Accountants. The co-owner who wishes to exercise their pre-emption right is responsible for contacting the accountant, who will then calculate the purchase price of the shares in the company. This method ensures that the pricing of the shares is done professionally.
Another option for pricing shares during pre-emption rights is to utilize third-party tenders. With this method, a co-owner who wishes to sell their shares can request a purchase price equivalent to what a third-party would pay for them. The purchase price is determined by the price proposed by the third-party interested in buying the shares. In order to employ this approach, the co-owner must locate an independent third-party willing to purchase the shares.
The third technique for pricing shares is known as the auction model or mousetrap clause and can only be employed if there are two co-owners in the company. This method entails the two co-owners taking turns submitting binding offers to purchase each other's shares. The terms of the auction must be settled beforehand, including the maximum difference allowed between the offered amounts. The bidder must agree that their shares will be sold at the bid price.
Private limited companies can increase their capital by existing shareholders investing more money or by inviting new shareholders to join and invest a specific amount. This process is known as a capital increase and it leads to the company having a greater amount of available capital.
Cash and non-cash contributions can both be utilized to increase the capital of a private limited company. However, the decision to increase capital must be approved by the company's proprietors during a general meeting, and a 2/3 majority vote in favor of the change is necessary.