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Establishment of enterprises in Denmark
In general, it is not complex or time-consuming to establish a company in Denmark. Provided the capital required for the establishment is in place, the company may be formally established on a day-to-day basis.
The legislation regarding the Joint-stock Company (in Danish: Aktieselskab, abbreviated "A/S") and the Limited Liability Company (in Danish: Anpartsselskab, abbreviated "ApS") is contained in the Companies Act (in Danish: Selskabsloven).
The outline below concentrates on the Joint-stock Company and the Limited Liability Company being the most commonly used forms of companies in Denmark.
The business of the Joint-stock Company and the Limited Liability Company and the relationship between the shareholders are governed by the articles of association and by the shareholders' agreements if the shareholders of the company have chosen to enter into such an agreement.
The Companies Act outlines certain minimum requirements regarding the articles of association to be complied with in order to have the company registered with the Danish Business Authority.
The articles of association must contain information regarding the company's name, object, amount and number of shares or nominal value, special rights held by certain shares, management, notice of general meetings and financial year. The shareholders may add other provisions to the articles of association.
All Joint-stock Companies and the Limited Liability Companies are registered with the Danish Business Authority. Consequently, the articles of association are disclosed to the public through the Danish Business Authority, and all amendments to the articles of association shall be registered with the Danish Business Authority. The general meeting is bound by the articles of association.
In addition to the articles of association, the shareholders may choose to enter into a shareholders' agreement in which provisions regarding election of board members, protection of minorities, pre-emption rights and transfer of shares and right of first refusal generally are included. Contrary to the articles of association, the shareholders' agreement is not disclosed to the public.
In accordance with the Companies Act, shareholders' agreements are not binding on the general meeting. Therefore, shareholders may choose to insert some of the provisions set out in the shareholders' agreement in the articles of association in order to notify the public and bind the general meeting.
Capital requirements and payment for shares
The Joint-stock Company shall have a minimum share capital of DKK 500.000. The Limited Liability Company shall have a minimum share capital of DKK 80.000.
The shares are payable in cash and/or by contribution of assets and shares being issued at a premium. However, the amount to be paid per share may not be less than the nominal amount of the share.
The company may be registered if 25 percent of the total amount of share capital, which has been subscribed for, has been paid up (no less than DKK 80,000). However, any premium and/or assets contribution must be fully paid up.
At the request of the supreme managerial body, the shareholders, who have not fully paid up the total amount of share capital, shall pay the outstanding amount to the company within two weeks.
Register of Shareholders
The supreme management body must keep a record of all the shares of the company (register of shareholders). The register of shareholders may be kept electronically by the Danish Business Authority. The register of shareholders is not disclosed to the public.
In addition to the register of shareholders, the Danish Business Authority must keep a list of the shareholders holding at least 5 percent of the nominal value of shares in the company or at least 5 percent of the voting rights in the company. This list of the major shareholders is disclosed to the public through an electronic public register.
For more information please visit www.delacour.dk