How to incorporate a new ApS in Denmark in 2024?
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.
How to incorporate a new ApS in Denmark in 2024?
In this blog, we discuss how to incorporate a new ApS in Denmark in 2024.
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 do 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 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?
(This blog is updated last time: 29.3.2024)
FAQ
What is an ApS in Denmark?
An ApS, or Anpartsselskab, is a type of limited liability company in Denmark where the owner is not personally liable for the company's debts and obligations.
How do you incorporate a new ApS in Denmark?
To incorporate an ApS, you must register with the Danish Business Authority and deposit a minimum of 40.000 DKK in share capital using a lawyer’s client bank account, a bank of your choice, or an auditor.
What is the minimum share capital required to incorporate an ApS?
As of 2024, the minimum required share capital to incorporate an ApS is 40.000 DKK.
Can the share capital be spent immediately after depositing?
Yes, the share capital can be spent on company costs, but dividends can only be distributed after the first fiscal year has ended.
Is it advisable for the sole shareholder to borrow money from the ApS?
No, it's not recommended as it could result in aggressive taxation, even though it's not technically illegal if done correctly.
Who can be a director in an ApS?
An ApS can have one or multiple directors, who can be residents or non-residents of Denmark. A shareholder can also be a director.
Can shareholders be non-residents of Denmark?
Yes, shareholders of an ApS can be either residents or non-residents of Denmark.
Is it possible to deposit share capital in forms other than cash?
Yes, it's possible to make a non-cash deposit by depositing assets into the company, though this process is more complicated and usually more expensive than depositing cash since it requires an auditors statement.
What is the recommended method for depositing initial share capital?
Depositing cash (a bank transfer to the lawyers bank account) is recommended as the easiest, quickest, and least expensive method compared to depositing assets.
What are the basic steps to incorporate an ApS in Denmark?
Basic steps include drafting articles of association, depositing share capital with a lawyer, obtaining a CVR-number from the Danish Business Authority, and registering the company for VAT and tax purposes.