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What information do we need to incorporate a new ApS?

In this blog we describe, what information we need to incorporate a new ApS. An “ApS” is a danish limited liability company structure.

What information do we need to incorporate a new ApS?



1: Company name

You need to decide on a company name.

The company name should end with “ApS”, which is an abbreviation of “limited liability company” in danish.

There is no rules in terms of the company name itself, you just need to make sure, that it is not in use already.

You can check the Business Registry yourself.

There is an English version of the website as well.

The link to the Business Registry you will find here:

Link to the Danish Business Registry

Also we recommend, that you check if a website domain currently is in use with the preferred company name, since that could indicate, that someone else is already using the company name. We recommend our clients to use UnoEuro – but you can of course use any domain service provider of your own choice:

Link to UnoEuro


2: Company address

You will need a company address in Denmark, in order to incorporate the ApS.

If you do not have a company address already, then we have found 5 virtual office address companies, that you can use. Just contact one or more of them, and

inquire about pricing.

Say that you need a virtual office address for the company, that can be used for the company registration.

We have gathered 5 links for you here:

kontorservice.dk
regus.dk
virtuelt-kontor.dk
symbion.dk
turbino.dk

Some clients use their private address in Denmark as the company address, this is of course only relevant for residents of Denmark, and even though this is normally accepted by The Danish Business Authority, it is not officially allowed. So you might experience problems with this later. However we very rarely see any issues with this.


3: Identification of shareholders and management

We need to identify shareholders that owns or controls 25% or more of the company, and the management of the company as well.

This is due to the anti-money laundry legislation in the EU.

In general there is 4 different types of participants in a danish limited liability company:

Non-resident individuals
Resident individuals
Non-resident companies
Resident companies


Non-resident individuals

If a non-resident individual will own a 25%, or larger, shareholder stake in the ApS, or if a non-resident individual will manage the company, then we need the following information and ID from each non-resident shareholder and manager:

– Name
– Address
– TIN-nummer (tax ID number)
– National ID number
– Scan of passport
– A utility bill or a private bank statement stating the persons name and private address


Resident individuals

If a resident individual of Denmark will own a 25%, or larger, shareholder stake in the ApS, or if a resident individual of Denmark will manage the company, then we need the following information and ID from each resident shareholder and manager:

– Name
– Address
– Scan of passport
– Scan of the yellow danish health insurance card


Non-resident companies

If a non-resident company will own a 25%, or larger, shareholder stake in the ApS, then we need the following:

– A company extract from the local business authority (max. 3 months old)
– Articles of Association
– Articles of Incorporation (Memorandum of Incorporation)
– Ownership log
– ID on shareholders and management

Please note that all company documents should be translated into English, if it is not clear, who the shareholders and management is.

If f.ex. the documents are written in another language, then we cannot always understand the content.

If that is the case, we will ask you for a translation into English.

Otherwise it can be hard for us to understand where to look for the information we need.


Resident companies

If a resident company will own a 25%, or larger, shareholder stake in the ApS, then we need the following:

– A company extract from The Danish Business Authority
– Articles of Association
– Articles of Incorporation (Memorandum of Incorporation)
– Ownership log
– ID on shareholders and management


4: Board of Management

An ApS does not require a Board of Management.

However you can choose to have a Board of Management.

If you want to have a Board of Management, then we need the names of all the members of the Board of Management.

We recommend not having a Board of Management in small companies, since it will often be the same people in the Board of Management and in the management.


5: Management

An ApS can have 1 or more managing directors.

A director does not have to be a resident of Denmark.

We need:

– The names of the director(s)

If the company will have more than 1 director, then we also need to know, if 1 director can sign on behalf of the company, or if all the directors need to sign in conjunction.


6: Ownership log

An ApS can have 1 or more owners.

The owners can be either individuals or companies.

We also call the owners for “shareholders”.

The ApS is required to keep an Ownership log, of who owns the shares in the company.

We need the following information from you:

– How many shares do you want in the ApS?

We recommend that each share has a value of 1 DKK. That way, if the equity is 40.000 DKK, then there will be 40.000 shares to divide between the shareholders.

– Names of the shareholders
– Nominal value in DKK of the shares owned by each shareholder (f.ex. 40.000 DKK)
– How many shares the shareholder owns (f.ex. 40.000 shares)

If you are the sole shareholder in the company, and the equity is 40.000 DKK, then you own a nominal value of 40.000 DKK, and 40.000 shares in the ApS.


7: Starting date of company activities

We need to know what day the company will start activities.

It is important that you register the company, from when you start having expenses or sales.


8: VAT registration

We need to register the company for VAT, if the annual revenue (sales) is expected to exceed 50.000 DKK.

If your revenue is less that 50.000 DKK per year, then you can choose to wait registering for VAT.

But then you will also lose the ability to claim VAT refunds.

Almost all companies need to register for VAT.

Only a few types of companies is not required to register for VAT.

Mainly it is companies involved in either healthcare or education, since these can sell VAT exempt services.

Please ask us, if you are not sure, if VAT applies for your company.


9: Employer registration

If you expect to have employees, then the company has to be registered to have employees.

If you are the only person working in the company, and if you do not require a salary from the beginning, then you do not have to register as an employer at first.

We can always add the employer registration later.


10: Import registration

We need to register the company for import, if you expect to import goods to Denmark from outside the EU.

Once the company is registered for import, you will receive an EORI registration number, which is used in the EU, to identify you as an importer.

During the import registration process we need to consider, how you want to pay import duties.

Most companies choose to pay import duties using a credit scheme offered by the tax office.

We will ask you about more details relating to this, when relevant for the registration.


11: Export registration

We need to register the company for export, if you expect to export goods from Denmark, to countries outside the EU.

Please note, that if you are registered as an importer, then it makes good sense to register as an exporter also, in case you need to return goods, since this is considered export.


12: Activities

We need a small description of what activities the company will be involved in.

The description is public, so keep it short and precise. One or two lines is enough.

It could be something like: “The scope of the company activities is to provide consultant services.”

Based on your description, we will find a matching 6-digit activity code.

You are also welcome to try and find your activity code, using this link here:

Link to activity codes


13: The general fiscal year and the first fiscal year

We need to know, what general fiscal year the ApS will use.

We recommend following the calendar year (1.1-31.12).

The first fiscal year can be up to 18 months long.

If the company f.ex. starts on 1 July 2020, then the first fiscal year can end on 31 December 2021.

It will save you the cost for an annual report for 2020, if you use the long fiscal year (1.7.2020-31.12.2021, 18 months).

Then you only need to submit the first annual report covering both years 2020/2021.


14: Equity

The minimum capital for incorporating an ApS is 40.000 DKK.

You can choose a higher equity if needed.

The required initial equity capital for the ApS is transferred to the lawyers bank account for verification.

The lawyer then will deduct his fee (1.295 DKK + VAT), and the fee for the government (670 DKK) from the initial equity capital.


15: Audit

Small companies in Denmark does not require audit, if they do not exceed 2 out of these 3 limits during the first year:

4 million DKK in total assets
8 million DKK in revenue
12 employees (averagely)

Later on, the company will only need audit, if 2 of these 3 limits are exceeded during 2 concurrent fiscal years.

Despite these rules you can decide to be audited regardless.

We do not recommend audit for small companies, since the cost for an audit is very high in Denmark.

Typically in the range of 50.000-100.000 DKK + VAT per year.

If you want audit, you need to inform us.

In general, we always register a new ApS without audit.


16: Payments you need to do prior to the incorporation

You will need to make a transfer of the registration costs, which totals:


Price for an ApS:

Our fee for registering a new ApS: 2.000 DKK + VAT
Our fee for adding VAT and employer registration to the company registration, and for submitting the mandatory details about ownership of shares into the public registry of owners: 1.000 DKK + VAT
Fee paid to the government: 670 DKK (no VAT added)
Fee for the lawyer: 1.295 DKK + VAT

In total 4.965 DKK + VAT = 6.038,75 DKK



The required initial equity capital for the ApS of 40.000 DKK is transferred to the lawyers bank account for verification.

The lawyer then will deduct his fee (1.295 DKK + VAT), and the fee for the government (670 DKK) from the initial equity capital.

The remaining amount of 37.711,25 DKK will be transferred to the company’s new bank account, once you have opened a bank account in a danish bank. The bank account needs to belong to the new ApS.

You can then start using the remaining initial equity capital for conducting business.

The money can be used to pay for costs etc., and does not have to be deposited into the bank account after the company registration has ended.

However there are rules that needs to be followed, in terms of what costs you can pay for.

F.ex. it has to be company costs – and owners are not allowed to withdraw money from the account.

Our fee is paid directly to us, prior to initiating the company registration, by making a bank transfer:

Amount to transfer to Dania Accounting: 3.750 DKK

Our bank details:

Bank reg. no.: 2252
Bank account no.: 0747431973
IBAN: DK8520000747431973
SWIFT: NDEADKKK


FAQ

Here you will find a series of podcasts we made, that covers the most frequent asked questions relating to incorporating a new LTD in Denmark:

Do you need a danish bank account when incorporating a limited liability company in Denmark?


What is the company income tax and dividend tax rate for limited liabilty companies in Denmark?


What is an ApS?


Do I actually need an auditor to audit my annual report?


How do you pay tax from your employees salaries?


How to submit invoices to us for booking?


How to pay VAT or how to get a VAT refund?


Do you have any questions to establishing your new ApS?