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This introduction to Danish Company Law contains a brief summary of relevant information regarding The Danish Commerce and Companies Agency and the different forms of companies used in Denmark. It will primarily focus on Public Limited Companies and Private Limited Companies, as these forms of companies are the ones most commonly used. The fundamental provisions that have to be observed when using a Public Limited Company or a Private Limited Company as a vehicle for business operations will be briefly commented on. Other possible forms of company formations include Partnerships, Limited Partnerships, Partnerships Limited by Shares, Co-operative Limited Companies, Commercial Foundations and The European Company, which will only be commented on briefly.

The Danish Commerce and Companies Agency (DCCA) is an agency under the Danish Ministry of Economic and Business Affairs and DCCA is the official place of registration for Danish businesses.

The registration of a company is digitalised via the Webreg-system making it possible to incorporate companies online, which has reduced the registration time considerably. Furthermore, the DCCA has made certain relevant information (such as summary extracts of the full list of Board members, Managers, auditors, power to bind the company, filing time of the last annual report and financial year) regarding the registered companies, available online to the public and more extensively to subscribers of the DCCA online information system called "CVR".

Branches of foreign limited companies must be registered in the DCCA as well, to be able to carry out business in Denmark.

The Danish Commerce and Companies Agency (DCCA) handle the registration of the company and issues a CVR-number.

There are three main business entities:
Public limited company (Aktieselskab or A/S)
Private limited company (Anpartsselskab or ApS)
Branch office (udenlandsk filial)

Other possible forms of company formations include:
Limited Partnerships
Partnerships Limited by Shares
Co-operative Limited Companies
Commercial Foundations
The European Company

If you want to establish a representative office (repræsentationskontor), there are no registration requirements.

When planning to establish a private or public limited company, you must provide the following information about your new company:

• Starting date
• Name of company and address in Denmark
• The names and addresses of the members of the Management Board, the Board of Directors, and the Chairman
• Name and address of accountant
• Articles of association and fiscal year
• The object of the company
• The company’s provisions for signatories (the joint Board of Directors can always bind the company legally by their signatures)
• The share capital (at least DKK 500,000 for a public limited company (A/S), and at least DKK 125,000 for a private limited company (ApS).
This information must be entered into a registration form, WITH the DCCA.


A branch office can be established in Denmark if the parent company is registered in the EU, Switzerland, Norway, Iceland, the USA, Estonia or Australia. If the parent company is not registered in any of these countries, the parent company must send a statement of reciprocity along with the registration form.

If a branch office is set up, the following information about the parent company is required:

• Names and addresses of the persons authorised to sign for the branch
• Name and address of the manager of the branch, including CPR number
• Basic information about the parent company
• Provisions regulating the power to bind the parent company
• Provisions regulating the power to bind the branch office
• Object of the parent company
• Object of the branch office
• Capital of the parent company

The completed registration form must be accompanied by detailed documentation about the parent company.

When you have submitted the requested information, the agency will register your company and issue a CVR number. If the requirements are met, the processing time will typically be 1 to 2 weeks. The DCCA will forward the CVR number to The Central Customs and Tax Administration (CCTA), whom you also have to contact in order to be registered for VAT and tax purposes.

Once a year, you will be required to send an audited annual report to the CCTA and the DCCA. An accountant should be retained in the early planning stages to have proper advice on the information required in the annual report.


It is possible to be operational in Denmark within a few days and with limited administrative cost. The financial requirements and the level of administration required to operate the company depend on the selected corporate structure.
Information is provided with regard to the most common corporate structures used for establishing a company in Denmark:

• A limited company (public and private - A/S and ApS)
• A branch office
• A representative office
• The preparation of financial statements.

The information below provides an overview of the main differences between a public limited company, a private limited company and a branch office.

The A/S and ApS are the most common structures used to establish a company in Denmark. The VAT registration will automatically follow with the incorporation of the company.














Limited Companies


Aktieselskaber (”A/S”)

The Danish Public Companies Act

Shareholders are not personally liable

DKK 500,000

Two-tier management required:

A Board of Directors and a management

Private Limited Companies


Anpartselskaber (”ApS”)

The Danish Private Companies Act

Shareholders are not personally liable

DKK 125,000

One or two-tier management system optional  (unless there is a right to employee representation in a Board of Directors)



Interessentskaber (”I/S”)

The Danish Act on Undertakings Carrying on Business for Profit (Consolidation Act)

All partners are personally, jointly and severally liable for the obligations of the I/S


Board of Directors, management board or similar management body

Limited Partnerships

Kommandit-selskaber (”K/S”)

The Danish Act on Undertakings Carrying on Business for Profit (Consolidation Act)

The general partner(s) have full personal liability.

The limited partner(s) (if any) are only liable with their original capital contribution to the K/S


Board of Directors, management board or similar management body

Partnerships Limited by Shares

Partnerselskaber (“P/S”)

The Danish Act on Undertakings Carrying on Business for Profit (Consolidation Act)

The public limited company acting as limited partner is liable with its entire share capital or a certain amount divided on shares


Board of Directors, management board or similar management body

Co-operative societies

Andelsselskaber med begrænset Ansvar (”AmbA”)

The Danish Act on Undertakings Carrying on Business for Profit (Consolidation Act)


Board of Directors, management board or similar management body

Commercial Foundations

Erhvervsdrivende fonde

The Act on Commercial Foundations


European Company, Societas Europea


The Danish Act on the European Cooperative Society (the Danish SCE Act)

One- or two-tier management system optional  (unless there is a right to employee representation in a Board of Directors)


The Danish Public Companies Act (A/S)

The Danish Private Companies Act (ApS)

The Danish Act on Undertakings Carrying on Business for Profit (Consolidation Act) (I/S)

The Danish Act on Undertakings Carrying on Business for Profit (Consolidation Act) (K/S and (P/S)

The Danish Act on the European Cooperative Society (the Danish SCE Act)


The A/S is a limited liability company governed by the Danish Act on Public Limited Companies, which conforms to EU legislation by implementing the relevant directives in this area.

Incorporation of an A/S
When establishing a Public Limited Company in Denmark, a Memorandum of Association including a draft of the Articles of Association must be signed by the founders, and a first general meeting must be held. Several requirements must be met regarding the Articles of Association. In order to establish an A/S, a minimum share capital of DKK 500,000 either in the form of cash or assets must be contributed, after which the registration of the company can take place. Prior to the registration of the company, the founders are personally liable for any and all of the company’s debt. After registration with the DCCA, the company receives a registration number (CVR no.).

Subsequent amendments to the Articles of Association
The Articles of Association may be amended after the registration with the DCCA if a resolution to amend is adopted at a general meeting by a "double" qualified majority representing shareholders in favour of the resolution holding two thirds of the total votes represented – unless otherwise stated in the Articles of Association.
3.1.3 Subsequent changes in the share capital

A company’s share capital may be increased or decreased if a resolution is adopted at the general meeting by a double qualified majority – unless otherwise stated in the Articles of Association, however it can never be decreased below the minimum share capital of DKK 500,000. A capital increase grants the existing shareholders a pre-emptive right to subscribe for new shares. Subject to certain majority requirements, the shareholders can agree to waive this right.

Voting rights
In an A/S, the holding of the shares confers ownership of the company and all shares must carry voting rights. Different classes of shares with different voting rights may be issued, however, the difference in voting power must not exceed a maximum limit of 10:1. Such differences are normally made in the initial offering by issuing preferred "A" shares to the original owners of the company holding the maximum voting power allowed, and by issuing ordinary "B" shares to the public only holding the minimum voting power allowed.

Shareholders’ Agreement
Shareholders are allowed to make shareholder’s agreements, which are not regulated by the Danish Companies Act. Parties to such an agreement must carefully take into consideration, how to ensure that the shareholder’s agreement can be implemented to give the intended effect. Shareholder’s agreements can for example contain transfer restrictions, which can be used as an alternative defence against unsolicited offers against the company.

General Meetings
The shareholders must be registered in a non-public company’s shareholder’s register, which contains details of the shareholders and thus makes it possible to give notice to the shareholders of general meetings and to send out copies of the company’s annual reports.

At the general meetings, all shareholders have the right to attend, and the right to vote in accordance with the voting rights attached to their share. It is possible for the shareholders to vote by proxy, though certain limitations apply. It is allowed for companies to hold general meetings partially or completely electronically. The company shall hold a general meeting once every year in order to approve the annual report (annual general meeting), however the shareholders can when needed hold an extraordinary general meeting.

At the annual general meeting the shareholders can authorise the Board of Directors to decide whether or not to distribute extraordinary dividend payments. Thus, the shareholders cannot demand the management to issue dividends if the Board of Directors finds it unjustifiable to issue dividends. The authorisation of the Board to make extraordinary dividend payments can be limited in time or not, and must be stated in the Articles of Association.

The Management
The management system must be a so called two-tier system with a supervisory Board of Directors, having the overall responsibility of managing the company, and an executive managing director, responsible for the day-to-day management of the company’s affairs. The supervisory Board of Directors must consist of at least three persons, of which the majority must be elected by the shareholders. The supervisory Board of Directors are obligated to appoint or dismiss the managing director, and thus the shareholders only have an indirect influence on who runs the company on a day-to-day basis. It is not possible for the supervisory Board of Directors to appoint the chairman of the supervisory Board of Directors as managing director, as the chairman must not be involved in the day-to-day management of the company. There is no requirement regarding the nationalities of the members of the management.

Employee representation in the Board of Directors
Companies employing an average of at least 35 employees over the last three years are obliged to give the employees a right to elect amongst themselves no less than two members to the Board of Directors or a number corresponding to half of the total number of directors elected or appointed by shareholders.

Management liability
The Danish Act on Public Limited Companies imposes duties on the management of the company, who can be held liable for negligent exercises or lack of exercise of their powers and duties. It is important that members of management act loyally to the company and show necessary care and attention. A number of company scandals have resulted in changes to the company legislation and have led to an increased attention from creditors and shareholders, who will attempt to hold management liable for failures.

Company holding of own shares
The general meeting may authorise the Board of Directors to purchase shares issued by the company itself, provided the company’s free reserve can cover such a purchase of "treasury shares". It is not possible for the company to exercise the voting rights attached to treasury shares, and it is not allowed for the company to hold treasury shares exceeding 10 % of the company’s total share capital, while the total share capital held by others than the company must not be lower than DKK 500,000.

Restrictions in the company’s granting of loans, securities and use of
The granting of loans or securities to a shareholder and the use of company assets for acquiring shares in the company or in its parent company are prohibited. The rules are very complex and have often given rise to considerable uncertainty.

Loss of capital
If the company looses 50 % or more of its nominal share capital, it is required to go into voluntarily liquidation or to restore its capital. As a further possibility, the directors can give its view on how to improve the financial situation of the company on a general meeting, which has to be held within a six month period from the day, when the company lost 50 % or more of its share capital.

The ApS is a limited liability company governed by the Danish Act on Private Limited Companies. As the provisions governing the ApS and the A/S are somewhat similar, this description will focus on the main differences between these two types of company structure.

Incorporation of an ApS
When incorporating an ApS, there are only few statutory requirements to the Articles of Association, which is why the shareholders more or less freely can decide on how to organise the affairs of the company. An ApS must have a paid up share capital of at least DKK 125,000 or the equivalent in EUR.

Shares and voting rights
The holding of shares confers ownership and it is possible to issue shares with different voting rights, as is the case with the A/S, but contrary to the A/S, the ApS is allowed to issue shares with no voting rights at all. It is not possible for an ApS to issue negotiable shares, which is why only the shares in an A/S can be listed on a regulated market. Furthermore, it is not possible for an ApS to purchase its own shares.

The management must consist of at least three members and in contrast to an A/S, it is allowed for an ApS to have a one-tier system but a two-tier system can be established, if preferred. This means that the company can be run by a Board of Directors alone or by an executive management alone, although it is not possible for the ApS to be run by the management alone, if the employees according to the Companies Act are entitled to representation on the Board of Directors (cf. above about employee representation in an A/S). As with the A/S, there are no requirements regarding the nationality of the management of the company.

Regarding the distribution of extraordinary dividend payments, the management has no veto right against a decision taken by the shareholders to distribute such.

Loss of capital
If an ApS looses more than 50 % of its registered nominal share capital, it must either enter into voluntary liquidation or restore its share capital to at least DKK 125,000, which is the minimum nominal share capital possible.

Partnerships are established through a partnership agreement. The content of such an agreement is in itself not regulated by legislation, but the Danish Act on Commercial Undertakings governs apart from this certain general aspect of the partnerships. The partners in a partnership will each be joint and several liable for the obligations of the partnership. Apart from taxation matters, the partnership is regarded a separate legal entity. The partnership must file a notification to the DCCA, if all of the partners in the partnership are subject to limited liability.

Limited Partnerships have one or more General Partners, who are fully personally liable for the obligations of the partnership, and some Limited Partners, whose liability is maximised to the capital they have contributed to the Partnership when entering. The General Partners can be limited liability companies.

The Danish Act on Commercial Undertakings is regulating the formation of the company, the content of the Articles of Association, the power to bind the company and the registration of the company. The Articles of Association are governing the Limited Partnerships and must be registered with the DCCA.

What characterises a Partnership Limited by Shares is that one or more of the limited partners in the partnership are Public Limited Companies, whose liability is limited to the entire share capital or specific amounts divided on shares. Thus, this kind of partnership is a variety of the Limited Partnership.

The objects of co-operative limited companies are to promote the common interests of their members and, in proportion to their share of the turnover of the business, to distribute profits or proceeds among the members.

The business of the typical co-operative limited company consists of buying and selling from the participants of the co-operative. For example, some of Denmark’s largest agricultural organisations are organized as co-operatives.

COMMERCIAL FOUNDATIONS ("Erhvervsdrivende fonde")
Commercial Foundations are based on a charter in which the object of the foundation, the administration of the foundation, the election of the administration and the distribution of the means of the foundation to the beneficiaries are determined. It is not easy to amend the articles later on, and requires the authorisation of the DCCA, which as a rule has the authority to supervise most foundations, with the ultimate approval of the Danish Ministry of Justice.

There are no shareholders or owners of a foundation but only beneficiaries.

Commercial Foundations are governed by the Act on Commercial Foundations, which contains a set of provisions quite similar to some of the provision in the Act on Public Limited Companies.

THE EUROPEAN COMPANY “Societas Europea” - "SE"
Companies have had the option of forming a European Company as of 8 October 2004. They are governed by directly applicable Community Law and are able to operate throughout Europe.

Cross-border activities of cooperatives have been facilitated as of 18 August 2006, from when it has been possible for physical persons residing in different member states or legal entities established under the law of different member states to establish a SCE. It is possible under certain circumstances to conform existing companies into a SCE.

All limited liability companies must prepare financial statements. The accounting legislation is based upon the EU’s Company Law Directives. The legislation is largely a framework that in all material respects makes it possible to prepare financial statements in accordance with for example IAS, US GAAP or UK

Financial statements in Danish must be filed annually with the Danish Commerce and Companies Agency, where the financial statements are available to the public.
Consolidated financial statements and separate financial statements for each parent company and each Danish subsidiary are required. However, EU-based 100 per cent owned subsidiaries may generally omit to prepare consolidated financial statements if all of the following conditions are met:

• The financial statements for the company and all of its subsidiaries are included in consolidated financial statements for a parent company, which is subject to the legislation of an EU member state. These consolidated financial statements must be prepared and audited according to the legislation of the member state

• The company’s Board of Directors has not within six months before the end of the financial year received a request for preparation of consolidated financial statements from members in the company owning at least 10 per cent of the company capital

• The company files its financial statements together with the consolidated financial statements mentioned with the applicable Companies Registry. In a note to the financial statements, the company discloses that the consolidated financial statements have not been prepared and therefore, discloses the name and registration office of the parent company.

A Danish company may prepare financial statements and consolidated financial statements denominated in EUR instead of DKK.

The accounting may be made in other currencies than DKK such as EUR, USD or any other relevant currency. If the accounting is in another currency than DKK it must be possible to convert it to DKK; however, taxable income must be calculated and filed in DKK.

Financial statements and consolidated financial statements for Danish companies must be audited.


Copenhagen Capacity

Invest in Denmark Agency

The Danish Chambers of Commerce

The Danish Trade Council

The Royal Danish Ministry of Foreign Affairs

The Export Directory of Denmark

The Official Danish web side (in English)

Baltic Sea Region Investment Promotion Agencies

The Investment Agency for Greater Copenhagen

Confederation of Danish Enterprise

The Danish Commerce and Companies Agency

The Danish Financial Supervisory Authority

The Danish Immigration Service

Confederation of Danish Industries

The Danish Government's web site on sustainable development

The National Land Survey of Denmark

The Danish Patent and Trademark Office

The Danish Consumer Agency

The Danish Competition Authority

The Danish Data Protection Agency

The Danish Tax and VAT Authority

Danish Institute of Arbitration (Copenhagen Arbitration)



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