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Incorporating a new limited liability company in Denmark (ApS)

The ApS is a specific type of limited liability company in Denmark. As the owner of an ApS, you are not personally liable for the debts and obligations of the company. Here you can read more about incorporating a new ApS.

Incorporating a new limited liability company in Denmark (ApS)


Incorporating a new limited liability company in Denmark (ApS)

The ApS is the most common type of limited liability company in Denmark.

As the owner of an ApS, you are not personally liable for the debts and obligations of the company.



Incorporating a new ApS

A new ApS is incorporated with the Danish Business Authority (“Erhvervsstyrelsen”).

To incorporate a new ApS, you must deposit a minimum of 40.000 DKK in share capital.

The share capital deposit can be made using a lawyer’s client bank account, a bank you choose or an auditor.

The most common deposit is made using a lawyer’s client bank account.

This is because it is almost impossible to open a new bank account for a company without having incorporated the company yet.

And using an auditor will make the incorporation much more expensive.

We can assist you with the incorporation of your new ApS, and we include the service of using a lawyer’s client bank account to deposit the share capital.

Read more about what information we need to incorporate a new ApS



You can spend the deposited share capital only for company costs

The share capital deposited into the new ApS belongs to the ApS.

The owners (also called shareholders) can spend the share capital to pay for company costs, salaries and dividends (however, dividends can only be distributed after the first fiscal year has ended).


Do not borrow money from the company if you are the sole shareholder

It is not advisable to borrow money from the company if you are the sole owner.

Even though it is technically not illegal, when done correctly, you will be taxed very aggressively.

Read more about taxation of shareholder loans here


Management

An ApS can have one or multiple directors.

A shareholder can also be a director.

Directors can be either residents or non-residents of Denmark.


Shareholders

An ApS can have one or multiple shareholders.

Shareholders can be either residents or non-residents of Denmark.



Depositing the initial share capital in other means than cash

When incorporating a new ApS, you can either deposit the minimum required share capital of 40.000 DKK in cash, or you can make a non-cash deposit by depositing assets into the company.

Depositing cash is by far the easiest and quickest method of deposit, but you can also deposit assets like a car, goods, inventory, etc.

The non-cash deposit process is more complicated and expensive.

First, you’ll need an auditor to audit the value of all the items, you’d like to deposit into the company as share capital.

The auditor then makes a valuation of the total value of the non-cash deposit.

The auditor fee for this work is an additional cost when incorporating the business, and it can be quite expensive. Often the auditor’s fee for this work is 5.000 – 15.000 DKK + VAT.

Also, it can be hard to find an auditor, who is willing to make this type of audit.

Depending on the type of assets you have.

Therefore we always recommend depositing the required share capital in cash.

Then if you have some assets later, that you want to deposit in the company, you simply sell these to the company and pay yourself from the share capital.

This is the easiest and cheapest.

Not to mention the fastest way.


Are you still not sure what company structure is best for you?

In this video, we will give you some inspiration to choose the right company structure.

Typically, the decision stands between either a limited liability company in the form of an ApS (for both non-residents and residents of Denmark) or a sole proprietorship (only if you are a resident of Denmark):



(This blog is updated last time: 30.8.2022)