(This blog was updated: 23.3.2021)
Your IVS has to be converted to ApS no later than October 15, 2021
The government has decided to discontinue the limited liability company structure called IVS.
It means that you have to convert your IVS to ApS.
The deadline for converting your IVS to ApS
The deadline for converting your IVS to ApS is October 15, 2021.
If you do not convert the IVS to ApS, the IVS will be subject to compulsory dissolution (if the IVS is solvent) or filed for bankruptcy (if the IVS is insolvent).
The share capital has to be 40.000 DKK
To convert your IVS to ApS there must be a share capital of at least 40.000 DKK.
This means that you need to increase the share capital you had when incorporating the IVS and up to the required 40.000 DKK in share capital.
You can do this in 3 ways:
Option 1: Deposit cash
If you never had a profit in your IVS, then you need to deposit cash.
For example, if you started with 1 DKK in share capital when your IVS was incorporated, you must pay 39.999 DKK in additional share capital.
When submitting the conversion from IVS to ApS on VIRK, you need someone to confirm that the cash has been deposited into the company bank account.
That can only be done by:
If you ask a lawyer or an auditor to confirm the deposit of cash, then you should expect a cost for this around 2.000 – 5.000 DKK + VAT.
Option 2: Convert reserves
If you have profits from previous years that are still kept in the company these are called “free reserves”.
Free reserves can be converted to share capital.
In addition to free reserves, then many IVS’s already has a special reserve in place for the conversion to ApS.
You can see this in the last annual report (in the past it was mandatory to keep 25% of the company profits each year as a special IVS reserve until a total of 40.000 DKK in share capital and special reserves was present).
This special reserve for IVS’s can also be converted to share capital.
Option 3: Convert loan
If you have a shareholder loan in the company, you can convert this loan into share capital also.
There are however some formalities that need to be in place in relation to the loan document.
Furthermore, the convertible loan needs to be decided on a general assembly and the articles of association should be adapted to this as well.
This should be done before the loan is converted into share capital.
You can combine the different options to increase the share capital
If you do not have enough reserves f.ex., then it is also possible to combine converting the company reserves and/or depositing additional cash and/or converting shareholder loans into share capital.
Just make sure that you comply with all the formalities in relation to the general assembly and the articles of association (and the convertible loan document when relevant).
The decision to convert the IVS to ApS has to be done at the general assembly
The conversion of the IVS to ApS has to be approved at a general assembly.
In addition, the general assembly is also called the general meeting.
When having the general assembly, you must prepare a protocol from the meeting – or minutes as we also call it.
The articles of association need to be updated
Furthermore, you need to update the articles of association so that the share capital is shown to be 40.000 DKK as a minimum.
All the places where you have previously written “IVS” in the articles of association must be changed to “ApS”.
And the places where you have previously written “iværksætterselskab” in the articles of association must be changed to “anpartsselskab”.
Also, the places where you have previously written “iværksætter-anpartshaver” in the articles of association must be addressed to “anpartshavere”, etc.
The term “IVS” cannot be part of the articles of association anymore.
The company name will change
The company name will change, so it ends with ApS instead of IVS after the conversion.
You will therefore need to contact your suppliers, landlord etc. and ask them to update the company name on invoices etc.
The conversion needs to be submitted to VIRK
Once the formalities are done, the conversion from IVS to ApS can be done on the government website VIRK.
The conversion from IVS to ApS must take place no later than 14 days after you have signed the protocol from the general assembly.
Audit is no longer needed to convert the IVS into an ApS
It is no longer a requirement that an auditor’s statement is prepared in connection with the conversion from IVS to ApS.
But if you deposit cash into the company bank account, then you can opt to use an auditor to confirm the deposit (or ask a lawyer or your bank).
Do you need our help to convert your IVS to ApS?
We are happy to assist you in converting your IVS to ApS – just send us a mail or give us a call.