[ESTABLISHING A BUSINESS ENTITY IN DENMARK]
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Komplementar will often be a limited company, which makes the liability illusory. The “Kommanditistaktionær” are participant(s) who are organised as shareholders in a Public Limited Company (A/S). The Partnership Limited by Shares is governed by the Danish Company Act and the regulations which applies to the Public Limited Company also applies, to the Partnership Limited by Shares with modifications. The nominally share capital in the Partnership Limited by Shares must be at
and Foundations (Erhvervsdrivende fonde) etc. which will not be covered any further. 2 STEPS AND TIMING TO ESTABLISH 2.1 Limited Company (A/S, ApS) Commerical Limited Companies are commonly used business entities in Denmark. The entities are governed by the Danish Company Act which among other things regulates the requirements for the establishment of the companies. The founders of a limited company must initially sign a memorandum of association and articles of association. There is no requirement for notarial certificates. The documents must be submitted to the Danish Business Authorities with the request for registration of the company, within two (2) weeks after the formation of the company. The formation of a limited company will be effective from the day of signing the memorandum of association and the articles of association or from any later date specified in the memorandum of association. The share capital can be paid with cash, assets, or both. The limited company cannot be registered if the shareholders have not paid at least 25 % of the share capital (not less than 40,000 DKK) if the contribution is cash. This possibility is therefore mostly relevant for the Public Limited Company. The possibility of not paying the whole share capital implies restrictions. There must be evidence that the share capital has been paid before the time of the registration. The company will hereafter be registered by the Danish Business Authorities and the company receives the Company Register Number (CVR-no.) often within one (1) weekday from uploading the request, if the registration is selected to manually review by
least 400,000 DKK. 1.4 Branch office
It is possible to establish a branch office, to carry out foreign entities business in Denmark. Companies which can operate through a branch office in Denmark must be a foreign: a) public limited company,
b) limited partnership company, c) private limited company or
d) a foreign company with a similar corporate form based in an EU/EEA country or a country, which has an international agreement with Denmark. The branch office must be managed by a branch manager, which has the power to bind the branch office, by its signature. The foreign entity is liable for the obligations of the Danish branch office. The branch office must be registered with the Danish Business Authorities. The Danish Business Authorities requires certain information about the foreign entity. It can take up to weeks to establish a branch office in Denmark. The entity “Branch offices” will not be covered or elaborated any further. It is also possible to establish other entities in Denmark besides the above mentioned such as Cooperative Societies (A.m.b.A), European Company Societas Europea (SCE-selskaber), European Cooperative Society (SE-selskaber)
ILN Corporate Group – Establishing a Business Entity Series
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