Registering a new limited liability company (ApS)
The term, an “anpartsselskab” is a type of a limited liability company in Denmark. It is written in short as “ApS”.
As the owner of an ApS, you are not liable for the debts and obligations of the company.
Your risk is limited to the value of the equity capital, that you acquire shares for.
Registration of an ApS with the Danish Business Authority
An ApS must be registered with the Danish Business Authority (“Erhvervsstyrelsen”).
In order to register a new ApS, you need to deposit a minimum of 40.000 DKK in initial equity capital.
There can one or several owners of an ApS. The owners can be either people or other companies.
The capital deposited into the ApS as equity capital, belongs solely to the ApS and not the owners.
The owners can of course spend the money, pay for costs, pay out salaries, dividends and so on, but until a normal business transaction is decided, then the money belongs to the company.
It is illegal to borrow money from the company for personal use bu the owners. You cannot as the owner withdraw money from the company, unless you get a payslip or a dividend, so just transferring money from the company bank account to your private bank account is not an option. This is not legal. The fine for doing so, is normally equivalent to the amount of money you borrow from the company. And in addition to repaying the loan, you also will need to pay tax on the original loan. Ending up costing you more than the actual loan. So this is not recommended. Always make a payslip or a dividend.
The company management
An ApS need to have one managing director or multiple managing directors.
A managing director (or all the managing directors, if more is decided upon) is the company management. It is only people who can be managing directors, meaning that another company cannot be part of the management.
The company owners
The company may also have one or multiple owners. The managing director of the company can be an owner as well, either part of the company or the whole company, but he does not have to be an owner. Owners can be people or other companies.
Deposit of the initial equity capital
When opening a new ApS, you can either deposit the minimum required capital of 50.000 DKK in cash, or you can make a non-cash deposit, by depositing assets. Depositing cash, is by far the easiest and quickest method of deposit, but you may also deposit assets like a car, goods, inventory, etc. The non-cash depositing process is more complicated and expensive. First you’ll need an auditor, to make a list of all the items, you’d like to deposit in the company as equity 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 registering the business, and it can be quite expensive. Also it can be hard to find an auditor, who is willing to make this type of declaration of value. Therefore we always recommend to deposit the required equity capital in cash. Then if you have some assets later, that you want to deposit in the company, then you simply sell these to the company, and pay yourself from the equity capital now in the company. This is the easiest and cheapest. Not to mention the fastest way.
After you’ve registered the ApS, you will receive a CVR number. The CVR number is the equivalent to a VAT number and in Danish it is also called a “momsnummer” (moms = VAT). It also doubles as the company ID registration number. Thus there is only 1 company ID, tax and VAT number in Denmark.
Once the company is registered, you will need to get a “NemID”.
This can be ordered online on: www.medarbejdersignatur.dk
The NemID is a digital form of ID, that is used to login into all public websites, internet banking systems and a lot of other places.
Once you have the NemID, then you need to register a digital mailbox, called an “e-Boks”. This is where the government sends all mail, that is relevant for your company, including tax statements and any other government correspondence.
You can register your e-Boks at: www.e-boks.dk
The daily tasks that the management need to solve, after the ApS is registered
Daily decisions is made by the management
It is the management, that makes the decisions, that concern the daily operations.
Management is hired by the owners of the company, at a general shareholder meeting.
So you can argue of course, that the ultimate decision making, is done by the owners.
However, it is the managing director (or the managing directors if more than one), who during the normal daily operations, signs contracts and make agreements with suppliers, customers, employees etc.
Management is responsible for organizing a bookkeeping that meets the requirements of the Danish law.
In this context the terms bookkeeping and accounting is the same.
The management is responsible for preparing a VAT report for the company (if the company is registered for VAT), and ensure that the VAT is reported in a timely manner, according to the deadline set forth by SKAT (the Danish tax office).
Some companies also pay a special tax called “lønsumsafgift” (relevant for dentists, doctors and others). For these companies, management is also responsible for the preparation of report calculating to correct tax and reporting the tax in a timely manner, according to the deadline set forth by SKAT (the Danish tax office).
For companies that import certain types of goods from other EU countries, a duty must also be paid (this relates to the import of wine, beer, alcohol, nuts, chocolate, sugar, nuts, batteries and more). For these companies, management is also responsible for the preparation of report calculating to correct duties and reporting the duties in a timely manner, according to the deadline set forth by SKAT (the Danish tax office).
Salaries and taxes for employees
Companies employing employees must be registered as an employer with SKAT. Management is responsible for making an actual payroll accounting, making payrolls to employees, and continuously reporting employees taxes to SKAT, holiday pay, pension, etc. in a timely manner, according to the deadline set forth by SKAT (the Danish tax office).
Management is responsible for submitting the company´s annual report, to the Danish Business Authority every year in a timely manner, according to the deadline set forth by the Danish Business Authority (“Erhvervsstyrelsen”). Annual reports needs to be submittes latest 5 months after the end of the fiscal year.
Management is responsible for the declaring the company income tax to SKAT annually in a timely manner, according to the deadline set forth by the Danish tax office. The deadline is 6 months after the end of the fiscal year.
Dividend and dividend tax
The management is responsible for reporting dividend and dividend tax in a timely manner, according to the deadline set forth by the Danish tax office.