Jurisdictions Centre

	Key Corporate Features
	General
	Type of Company :		ApS	A/S
	Political Stability:		Excellent
	Common or Civil Law:		Civil
	Disclosure of Beneficial Owner:		No
	Migration of Domicile Permitted:		No
	Corporate taxation:		Yes
	Language of name:		Latin Alphabet
	Corporate Requirements
	Minimum Number of Shareholders/Members:		One	One
	Minimum Number of Directors/Managers:		One	Three
	Corporate Directors/Managers permitted:		No	No
	Company Secretary required:		No	No
	Minimum Authorised Capital:		€17,000	€67,000
	Local Requirements
	Registered Office/Agent :		Yes	Yes
	Company Secretary:		No	No
	Local Directors:		No	No
	Local Meetings:		No	No
	Government Register of Directors/Managers :		Yes	Yes
	Government Register of Shareholders/Members:		No	No
	Annual Requirements
	Annual Return:		No	No
	Submit Accounts:		Yes	Yes
	Audited Accounts:		Yes	Yes
	Recurring Government Costs
	Minimum Annual Tax/Licence Fee		Nil	Nil
	Annual Return Filing Fee :		N/A	N/A

Denmark is situated in Northern Europe and forms part of Scandinavia. Bordered in the south by Germany, it covers an area of approximately 43,000 square kilometres, excluding its dependencies of Greenland and the Faroe Islands. Denmark is divided into five regions. Greenland is also an autonomous province of Denmark.

» Population

The population of Denmark is approximately 5.4 million; the majority are ethnic Scandinavians with Inuit, German, Turkish, Iranian and Somali minority groups. Nearly a quarter of the entire population lives in Copenhagen, the country's capital city.

» Political Structure

The Kingdom of Denmark is a constitutional monarchy, but political power rests with a democratically elected parliament and is based on a written constitution.

» Infrastructure and Economy

Denmark is modern European country with a high standard of living. Denmark benefits from a highly developed infrastructure, an advanced telecommunications network and a highly educated and stable workforce. Denmark has a free-market economy and is a member of the EU.

» Language

The official and spoken language is Danish. However most people also speak English and some German.

» Currency

Danish Krone (DKK) which is linked to the Euro.

» Exchange Control

No exchange controls are imposed in Denmark although formal reporting requirements are required by the Central Bank - these are mainly for statistical purposes.

» Type of Law

Civil Law.

» Principal Corporate Legislation

The ApS is governed by the Danish Private Companies Act.
The A/S is covered under the Danish Public Companies Act (Consolidation Act).

» Type of Company

Anpartsselskab (ApS) - Private Limited Company.
Aktieselskab (A/S) - Public Limited Company.

» Procedure to Incorporate

In general:

• The promoter of the company will draw up and sign the Memorandum and Articles of Association which should contain the subscription price for share issuing, name and location of the company, the board of directors etc.
• This together with evidence of the minimum share capital payment is then submitted to the Companies Registry for registration.
• A statutory general meeting of shareholders must also be held for the purposes of adopting the Articles of Association, electing the board of directors or director and the auditors.
• An Aps must register with the Danish Commerce and Companies Agency (DCCA) within two months.
• All companies must register and acquire a CVR-number (Central Company Register Number) within six months of the date of formation; the founders are personally liable for the activities of the company until registration is completed.
• The company must also register for taxation purposes with The Central Customs and Tax Administration (CCTA) which issues a proof of registration (serves as VAT Registration)

» Restrictions on Trading

Yes, specified groups, which include for example, banking, insurance and financial services.

» Powers of Company

A Company incorporated in Denmark has the same powers as a natural person.

» Language of Legislation and Corporate Documents

Danish.

» Shelf Companies Available

Yes.

» Time to Incorporate

Three to four weeks.

» Name Restrictions

A name that is similar to or identical to an existing company. A well known name that is known to exist elsewhere.

» Language of Name

The name of the company can be expressed in any language using the Latin alphabet. The Registrar may request a Danish or English translation to ensure that the proposed name does not contravene name restrictions.

» Names Requiring Consent or a Licence

Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, Chamber of Commerce, co-operation, council, municipal or their foreign language equivalents or any name in English or a foreign language that may suggest association with the banking or Insurance industries.

» Registered Office Required

Yes, must be maintained in Denmark.

» Suffixes to Denote Limited Liability

• Anpartsselskab (ApS), private limited company,
• Aktieselskaber (A/S) public limited company,
• or the relevant abbreviations.

» Disclosure of Beneficial Ownership to Authorities

No although if the company has a single shareholder this is a matter of public record.

» Authorised and Issued Share Capital

Private Company - The minimum share capital is DKK 125,000 (€17,000). 50% of the capital must be paid within two months of the date of foundation and the balance paid within 12 months of formation.

Public Company - The minimum authorised share capital for a public company is DKK 500,000 (€67,000) and must be fully paid up within six months of formation.

Shares may be issued in Euro.

» Classes of Shares Permitted

Ordinary shares, preference shares, deferred shares, redeemable shares and shares with or without voting rights.

NB: It is prohibited from a Private Limited Company (Aps) to issue share certificates and to purchase its own shares. A Public Limited Company (A/S) can hold up to 10% of its own shares.

» Taxation

Taxation is paid by companies in Denmark based upon annual accounts, which are submitted to the Danish tax authorities at the end of the company's financial year. A company is free to choose its own year-end. The current tax rate is 25%.

»Double Taxation Agreements

Denmark is party to more than 80 double tax treaties. These countries include: Argentina, Austria, Belgium, Brazil, China, Cyprus, Finland, France, Germany, Greece, Iceland, India, Ireland, Italy, Luxembourg, Malaysia, Mexico, Netherlands, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, UK and Malta.

» Licence Fees

None.

» Financial Statement Requirements

All Danish companies are required to file full annual Financial Statements with the Danish Commerce and Companies Agency (DCCA) and the Central Customs and Tax Administration (CCTA) not later than six months after the end of the financial year. All Danish companies require an audit by a State Authorised Public Accountant or a Registered Accountant. Exception to the audit is possible if the company does not cross two of the following thresholds for at least two consecutive financial years:

• A balance sheet total of DKK1,500,000
• A turnover of DKK3,000,000
• An average full time employees of 12

If the company fulfils the above conditions it is possible to remove the audit requirement by the addition of a non-auditing clause in the articles of association upon formation.

Information filed with the Danish Commerce and Companies Agency is open to the public. The format and standard principles for the financial statements are provided by law.

» Directors

• Private Companies (Aps) - One. They must be a natural person and an EU citizen. May consist of a sole managing director and no board or a board of directors only. However if the capital exceeds DKK300, 000 or the number of employees exceed 35 a Board of Directors of at least 3 members must be appointed.
• Public Companies (A/S) - A two-tier management structure is required for public companies and large private companies. This consists of a minimum of three supervisory board members who must appoint at least one General Manager/ Managing Director. A Managing Director cannot be appointed as Chairman of the Board and no more than half the directors may serve as managing directors. There is no restriction on the nationality of the board members and they may reside anywhere in the world.

Board members and managers must be register with the Danish Commerce and Companies Agency and provide details of their signing powers as prescribed by the Articles of the company.

» Company Secretary

N/A

» Shareholders

The minimum number of shareholders is one.
Offshore Companies require a minimum of two shareholders or one if the company is to be a wholly owned subsidiary.

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Denmark Fact Sheet	92KB	66KB
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Disclaimer

Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. OCRA Worldwide does not accept any responsibility, legal or otherwise, for any errors or omission.