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400-711-2005
丹麦公司Denmark
Utrust provides local incorporation services with local expertise and network. We offer a fast and personal service and will guide you through every step of the whole incorporation process.
The incorporation of a company in Denmark does not need any notarization, legalization or other governmental approval. Once necessary documents have been signed and the minimum share capital has been paid, your company can be incorporated within in a few hours. However, if the promoter (owner)of the Danish company is a legal entity, then the incorporation has to completed by submission of an application form to the Danish Commerce and Companies Agency (DCCA), which can take approximately 2 weeks.
We-Utrust will be happy to help you to open a Danish company or register a Danish branch. Please feel free to contact us and we will provide you with effective and fast assistance.
Advantages with opening a company in Denmark
There are many good reasons to open a company in Denmark;
Denmark is a small country with very well developed infrastructure as well as effective and reliable governmental bodies.
The incorporation process of a company in Denmark is fast and informal.
The Danish company law is in conformity with current EU legislation.
There are two main types of Danish companies, Private Limited Companies (Anpartsselskab ApS) and Public Limited Companies (Aktieselskab A/S). A Danish Public Limited Company is geared towards middle-sized and large companies while the Danish Private limited Company is suited for smaller corporations. These two company types are now regulated in the new Companies Act that came into force in March 2010.
The main differences between the two Danish Company types are;
the Danish Public Limited Company, an A/S, can be listed on the Copenhagen Stock Exchange, which is not possible with a Private Limited Company (an ApS)
An A/S have a higher minimum share capital (500.000 DKK) then an ApS (50.000 DKK)
An A/S is slightly more regulated, then an ApS
An A/S has a mandatory two-tier system, meaning that they have to have both a Board of Directors and a Management Board, while an ApS only has to have a Management Board/Chief executive officer
There is an easy and straight forward process to open a private limited company in Denmark, that can be described as follows;
A power of attorney shall be signed to authorize Utrust to open your company in Denmark. The power of attorney will be provided by Utrust.
A memorandum of understanding, which includes the articles of associations, shall be drafted and signed.
The share capital shall be paid.
The company will be registered at the Danish Commerce and Company Agency (DCCA).
A proof of registration (formation) will be sent from the DCCA as soon as the company is registered at the DCCA.
Minimum share capital in a Danish Aps is 50.000 Danish kroner.
A Danish ApS can choose to have either,
a board of directors and a management board, or
only a management board/one chief executive officer
The board of directors is the the supreme managerial authority and is responsible for the supervision of the management board. The board of directors is also responsible for the policy and operational decisions. The board of directors shall also, amongst other things, ensure the supervision of the bookkeeping, the property of the Danish company’s financial resources and sufficient liquidity in the Danish company. In an ApS there are no requirements as to the number of members of the board of directors.
The board of directors is elected by the general meeting.
The Management board/Chief executive officer is responsible for the day-to-day management of the Danish company. The management board is appointed by the board of directors. In case there is no board of directors in an ApS, the board is elected by the shareholder(s). In an ApS, there is no requirement as to the number of members in the board, It is sufficient with only one member, a Chief executive officer.
There is also a third form of organizing the management in an ApS, which is introduced by the new Companies Act. This third form of management offers the choice to elect a supervisory board instead of a board of of directors. The main differences between a supervisory board and a board of directors are;
No members of the management board can be a member of the supervisory board
The supervisory board has no authority to determine the company’s policies in relation to the Danish company’s business strategy, organization, accounting and finance. The supervisory board shall only supervise the management board.
A Danish ApS company can be opened by one or more natural and legal persons (promoters). There are no restrictions as to nationalities.
However, the promoter(s) must not have had any application for suspension of payments filed against them, and must not be the subject of any pending bankruptcy proceedings.
If the promoter is a natural person, that person must have full legal capacity and may not be under guardianship ( in accordance with Danish legislation), nor may any surrogate decision-maker have been appointed for the promoter.
If the promoter is a legal person ( a corporation), that person must be authorized to acquire rights, enter into commitments and be party to legal proceedings.
There is a easy and straight forward process to open a public limited company in Denmark, that can be described as follows;
A power of attorney shall be signed to authorize Utrust to open your company in Denmark. The power of attorney will be provided by Utrust.
A memorandum of understanding, which includes the articles of associations, shall be drafted and signed.
The share capital shall be paid.
The receipt of the share capital shall be confirmed.
The company will be registered at the Danish Commerce and Company Agency (DCCA).
A proof of registration (formation) will be sent from the DCCA as soon as the company is registered at the DCCA.
Minimum share capital in a Danish A/S is 500.000 Danish kroner (appr. 68.000 euros). However, in accordance with the new Companies Act, it is sufficient to have 25% of the share capital paid in at the incorporation of the Danish A/S company, meaning a minimum of 125.000 Danish kroner (appr.17.000 euros)
How is the management of a Danish A/S regulated?
A Danish A/S has to use the two-tier system, meaning that an A/S has to have either a board of directors and a management board, or
supervisory board and a management board
The board of directors is the the supreme managerial authority and is responsible for the supervision of the management board. The board of directors is also responsible for the policy and operational decisions. The board of directors shall also, amongst other things, ensure the supervision of the bookkeeping, the property of the Danish company’s financial resources and sufficient liquidity in the Danish company. In an A/S there has to be a minimum of three members of the board of directors.
The board of directors is elected by the general meeting.
The supervisory board can be used instead of a board of directors. The main differences between a supervisory board and a board of directors are;
No members of the management board can be a member of the supervisory board
The supervisory board has no authority to determine the company’s policies in relation to the Danish company’s business strategy, organization, accounting and finance. The supervisory board shall only supervise the management board.
The Management board is responsible for the day-to-day management of the Danish company. The management board is appointed by the board of directors.
A Danish A/S company can be incorporated by one or more natural and legal persons (promoters). There are no restrictions as to nationalities.
However, a promoter must not have had any application for suspension of payments filed against them, and must not be the subject of any pending bankruptcy proceedings.
If the promoter is a natural person, that person must have full legal capacity and may not be under guardianship ( in accordance with Danish legislation), nor may any surrogate decision-maker have been appointed for the promoter.
If the promoter is a legal person ( a corporation), that person must be authorized to acquire rights, enter into commitments and be party to legal proceedings.
A foreign company may carry out its activities in Denmark through a branch. A branch in Denmark is not an independent legal entity, but is an integral part of the foreign company. A branch in Denmark acts under Danish law.
A branch in Denmark must be managed by a branch manager and the branch name must show the nationality and its status as a branch of its foreign company.
A branch must have an address in Denmark.
The following types of companies from outside Denmark may register a branch in Denmark;
Foreign public limited companies, limited partnership companies and companies with a similar corporate form that are resident in an EU or EEA Member State
Other foreign public limited companies, limited partnership companies, private limited companies, and companies with a similar corporate form, if so authorized by an international agreement, or is the DCCA considers that Danish limited liability companies are provided with a reciprocal right in the foreign company’s home country, or the DCCA otherwise grants permission
The branch must be registered at the Danish Commerce and Company Agency (DCCA) before it can start any activity in Denmark.
The registration cannot be made online, but has to be made by submitting a registration form to the DCCA. The timeframe for the registration process will depend on the workload of the DCCA, but it may take approximately 2 weeks.
In addition to the requested information contained in a registration form, the following documents shall be submitted to the DCCA;
ü Certification of the legal existence of the foreign company in its home country, this cannot be older than 3 months
ü Memorandum and articles of association of the foreign company, if the foreign company is located in a country outside the EU or the EEA
ü Power of attorney for the branch manager
All the documentation above must be in the Danish, Swedish, Norwegian or English language. However, the object and the rule to bind the foreign company must be submitted to the DCCA in an authorized translation to Danish.
Danish Public Limited CompanyAktieselskab A/S | Danish Private Limited CompanyAnpartsselskab (ApS) | |
Minimum share capital | 500.000 DKKHowever, it is sufficient to have 25% | 50.000 DKK |
Management | Two-tier management mandatory. This means that an A/S must have either; | Can choose between the two-tier system and one-tier system. According t the one tier-system it is sufficient with only one chief executive officer/managing director.No residence requirement |
Board of directors | Minimum three members | One member sufficient |
Name of company | Must contain “aktieselskab” or the abbrevation “A/S” | Must contain “anpartsselskab” or the abbrevation “ApS” |
Accounting | Must prepare financial | Must prepare financial |
Auditing | The financial statement shall be audited, however smaller companies can choose not to have its financial statement audited under some circumstances, please contact Utrust for more information. | The financial statement shall be audited, however smaller companies can choose not to have its financial statement audited under some circumstances, please contact Utrust for more information. |
Utrust’s services are subject to its Terms and Conditions.
The information provided by Utrust is intended as informative material and should not be relied solely upon in decision-making, especially if it concerns international tax planning and financial structuring as these areas are subject to frequent changes.
Utrust strongly recommends that each potential user of its services seek tax and legal advice before deciding on implementing a solution employing international financial structures. Utrust will not be liable for any damages, costs and expenses resulting from or incurred as a result of any action taken or omitted based upon any such information provided by Utrust.
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