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Incorporation

Setting up a company in Denmark

When setting up a company you may want to consider these factors:

  1. Business Factors

    Generally, Denmark does not impose any specific requirements on foreigners wishing to establish a business presence in the country. There are no residency requirements for management, including members of the Executive Board (CEO), Board of Directors or Supervisory Board. However, you may want to consider the following when making your decision :-

    • The industry and type of business that will be conducted
    • Nationality of the headquarters / individuals (s)
    • Presence of existing trade agreements or relatiosnships
  2. Location

    Location will be another factor. Separate cities and regions may have different rules, costs and availability. It is always recommended to seek advice from relevant professionals, such as business or legal advisors, accountants and others depending on your needs.

Your Options

There are three types of business forms available to foreign companies in Denmark. Each of these business forms has distinct advantages and disadvantages, as well as differing scope of business activities, registration requirements and minimum capital requirements. In most cases it will depend on the degree of commitment a company has to Denmark and the planned business activity.

When setting up a company in Denmark, you have the following options:-

  • Corporation (A/S or ApS)
  • Branch Office
  • Representative Office

This article provides a general guideline for foreign businesses on entering Denmark for business purposes. In particular, it looks at common pathways to establishing a business presence in Denmark, generally through a corporation, branch office or representative office. In addition, various economic, tax and regulatory factors are provided throughout as a source of useful information to assist those who will enter the Danish economy. The guide also looks at some immigration requirements such as obtaining appropriate visa status.

Data is based on the time of writing, August 2015 or closest available dates.

Limited LIability Company

Incorporation of a company in Denmark is a quick, informal and cost-efficient process.

In Denmark, there are two types of corporations that can be set up:

  • Aktieselskab (A/S) [equivalent to a public limited liability company]
  • Anpartsselskab (ApS) [equivalent to a private limited liability company]

The most commonly selected option is the ApS, however the choice largely depends on the expected activity level in Denmark.

A defining characteristic of setting up in Denmark is the simplicity, ease and cost-efficiency of the entire process.

Several key points are listed below:-

  • Incorporation of companies can be done online and are often ready for business within a few hours
  • No residency requirements for management, including members of the Executive Board (CEO), Board of Directors or Supervisory Board
  • Shareholder’s and board meetings can be held electronically
  • No notarial deeds
  • Flexible language requirements – registration of corporate documents of limited liability companies (A/S and ApS) in Swedish, Norwegian or Danish. Note that some documents may be registered in English
  • Dividends can be distributed on an interim basis
  • Danish company law is in conformity with current EU legislation
  • With one of the most favourable tax climates in the EU, it is much more tax efficient to establish headquarters in Denmark as opposed to other Nordic countries

1. Aktieselskab (A/S)

A/S are usually chosen for middle-sized and large companies. Only A/S companies may be listed on the Copenhagen Stock Exchange.

A/S Investment Capital Requirements: Minimum of DKK 500,000.

It is optional if the investor chooses not to fully pay up the registered share capital. However, the paid-up capital must be at least 25% of the registered share capital.

The investors’ liability will then be restricted to the value of the shares subscribed.

Management 

A/S companies are required to have a two-tier supervisory system: a Board of Directors (minimum 3 persons) and an Executive Board (minimum 1 person, the CEO). The BoD may be substituted with a Supervisory Board.

No residency requirements are imposed on any of the directors.

2. Anpartsselskab (ApS)

A/S are usually chosen for small and middle-sized companies. Typically used as subsidiaries for multinational enterprises due to lower compliance requirements.

ApS Investment Capital Requirements: Minimum of DKK 50,000.

It is optional if the investor chooses not to fully pay up the registered share capital. However, the paid-up capital must be at least 25% of the registered share capital.

The investors’ liability will then be restricted to the value of the shares subscribed.

Only a single shareholder is required and no restrictions apply on the nationality of the shareholder.

Management 

ApS companies can choose to have a one or two-tier supervisory system. An Executive Board (minimum 1 person, the CEO) must be in place, however a Board of Directors or Supervisory Board may also be appointed.

No residency requirements are imposed on any of the directors.

Accounting requirements: Both A/S and ApS are required to submit annual financial statements.

Things to do upon Incorporation 

Preliminary procedure.  Before proceeding with incorporation, it is required that foreigners first verify the uniqueness of their name at the Danish Registrar by providing three unique names. The founders also have to provide the articles of association.  The articles of association must contain certain information such as the company’s name, the location of the registered office, the objective of the company, the share capital and also the names and addresses of the managing members.

Note that documents for incorporation must be notarised before use.

1. Obtaining a NemID signature

A particularity of the company registration in Denmark is that each business must receive a digital signature known as NemID. A NemID signature allows business employees to register themselves electronically. A company may request up to 3 NemID signatures free of charge for its employees, and but any additional NemID signatures will be subject to a charge of DKK 79 per additional employee.

While a comprehensive list of documents is not available online, typical documents that are required for registration include copies of the shareholders and directors’ passports, utility bills to prove the address as well as a bank reference letter.

Agency: Danish Agency for Digitisation National IT and Telecom Agency

Time: Less than one day

Cost: Free

2. Registration of the company 

Agency: Danish Business Authority (DBA) (formerly the Danish Commerce and Companies Agency)

There are three ways in which registration may be done:

a. Online registration through the DBA’s WebReg system – only certain service providers such as law firms with a NemID may undertake the online registration

b. Paper registration

c. Acquisition of a shelf company

However, given the speed and efficiency of the online registration process, this option remains as the most popular choice.

Time: Online registration usually completed within a day, however paper registration usually takes 2-3 weeks.

Cost: DKK 670 (online registration) or DKK 2,150 (paper registration)

3. Deposit start-up capital in a bank

After the minimum start-up capital is deposited, the bank will issue a certificate of deposit.

4. Registration of employees for workmen’s insurance with

Agency: Private insurance company

Time: 1 day

Cost: No charge

Advantages: 

1. Efficient and speedy incorporation process

2. If the Danish company is chosen to be the Nordic headquarters and it opens branches in other Nordic countries, double taxation may be prevented as Danish law exempts income from foreign branches from Danish taxation

Branch Office

Foreign corporations operating in Denmark can operate as a branch office without the need to incorporate. However, it is generally advisable to incorporate rather than set up a branch office in Denmark, given the numerous drawbacks associated with having a branch office. Having said that, foreign enterprises wanting to set up a branch in Denmark for lower levels of activity are allowed to do so.

A branch office is not considered to be a separate legal entity, rather it is part of the foreign parent and as such all basic corporate documents of the parent company must be translated and registered with the Danish Business Authority.

Branch Investment Capital Requirements: No minimum capital requirements.

The parent company is fully liable for the liabilities of the branch.

Management 

At least one branch manager must be registered.

Accounting requirements: While a branch is not required to prepare financial statements, a copy of the head office’s financial statements must be filed annually with the Companies Registry.

Things to do upon Incorporation 

To register a branch, evidence has to be provided of the existence of the parent company, certified copies of the Articles or Statues, the names of the directors, the share capital, the registered office, and the names of the representatives who will act for you.

Various documents will also need to be translated, including the:

  • Parent company’s registration certificate
  • Parent company’s articles of association
  • Names of the parent company’s directors and secretary

Agency: Danish Business Authority

Time: Several weeks

Advantages: Less obligations with regards to accounting

Disadvantages: 

1. Long and possibly costly incorporation process

2. Parent company is responsible for any debts and liabilities of the branch, possibly exposing the parent company to lawsuits and tax debts of the branch office

3. Potentially lengthy and complicated tax dealings with the tax authorities with regards to branch tax obligations

4. As a branch is considered a permanent establishment of the foreign parent, it is generally subject to double taxation.

Representative Office

This is the easiest and least expensive type of foreign investment structure to set up and has no registered capital requirements. The defining characteristic of an RO is its limited business scope.   An RO is generally forbidden from engaging in any profit-seeking activities, and can only legally engage in preparatory activities such as market research etc.

An RO is typically used at the preliminary stages of establishing a business presence in Denmark.

Branch Investment Capital Requirements: No minimum capital requirements.

Management 

No management requirements

Accounting requirements: An RO is not required to prepare annual financial statements

Registration: No corporate registration required with the Danish authorities

Taxation: Not subject to tax

Others

Some other entities that are available to foreign investors wanting to set up in Denmark include:

1. European public limited company (SE company)

2. European economic interest groupings (EEIG)

3. Start-up companies (Iværksætterselskab)

Outsourcing Employment Through a GEO Employer of Record Service

Whether to incorporate in Denmark, and what sort of entity to setup are just two of the many choices companies must make when expanding into a new market.

If the company intends to have staff in Denmark they must also decide whether they will administer that employment internally or use a Global Employment Organization to handle payroll and Employer of Record responsibilities. A GEO Employer of Record solution is an attractive alternative where

  • the company is looking to setup an office quickly
  • the company wants to work within a defined budget
  • the company wants to limit its initial commitment in Denmark
  • the company needs help with tax, employment, immigration and payroll compliance in Denmark

The complexity of employment regulations in Denmark makes the use of a GEO advisable coupled with local legal counsel to ensure full compliance with employment laws, for example the drafting of local contracts for workers.

Shield GEO provides a comprehensive service in Denmark allowing companies to deploy their staff quickly with reasonable, clearly stated costs and timeframes. The company contracts directly with Shield to employ and payroll their staff on their behalf in Denmark.

Shield GEO then becomes the Employer of Record. Shield GEO assumes the legal responsibility for these employees, sponsoring them on work permits, complying with local employment law and running their monthly payroll. Using Shield GEO is the fastest and most cost effective way to deploy local and foreign workers into Denmark. Read more about outsourced employment through Shield GEO.

Executive summary

Type of entity ApS A/S Branch RO
Restriction on activities? No No No Yes – limited to general preparatory activities
Minimum capital requirements Yes Yes No No
Minimum capital DKK 50,000 DKK 500,000 N/A N/A
Registration with the Danish Business Authority required? Yes Yes Yes No
Length of time? 1 day or 2-3 weeks (depending on method) 1 day or 2-3 weeks (depending on method) Several weeks N/A
Cost DKK 670 (online registration) or DKK 2,150 (paper registration) DKK 670 (online registration) or DKK 2,150 (paper registration) Unknown N/A
Management requirements Optional one of two levels, with 1 CEO necessary Mandatory two-tier supervisory requirements, with at least one level of Executive Board and either a Board of Directors or Supervisory Board At least one branch manager must be registered N/A
Required to file accounts? Yes Yes Yes – parent’s financial statements No

Denmark

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