[ESTABLISHING A BUSINESS ENTITY IN DENMARK]
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facultative provisions set out by case law and principles of general company law regulating the Partnership and the Limited Partnership. Concerning the Partnership, the executive power is partly at a) the Partnership meeting and b) partly by the owners. All questions on the partnership meeting must be agreed upon jointly since the owners has the right of veto. The minority protection is extensive due to the unlimited liability. The management in the Limited Partnership is mostly the Komplementar due to the unlimited liability. Decisions which do not comprise the Limited Partnership Agreement or the purpose of the Limited Partnership must also be accepted by the Kommanditister. It is recommended to have a comprehensive partnership agreement due to the absent legislation concerning the Partnership and the Limited Partnership. On the other hand, the great freedom of the structure and regulation of the entities can be an advantage for some businesses. 3.3 Safekeeping of company documents The management of the companies (ApS, A/S and P/S) are obligated to safekeep all company documents for five (5) years after the financial year which the documents concerns. Company documents could be a memorandum of association, articles of association, minutes of meeting of the general meeting etc. The management is likewise obligated to safekeep the entity’s accounting records for five (5) years after the financial year, which the accounting records concerns. 4 FOREIGN INVESTMENT, RESIDENCY AND MATERIAL VISA RESTRICTIONS 4.1 Significant barriers to entry for an offshore party There are no specific restrictions or barriers concerning foreign investors establishing
Danish entities which does not apply to Danish investors, beside entities engaged in taxable activities registered outside the EU must be registered though a liable representative in Denmark, if the entity is established in third countries which Denmark has not entered an agreement with concerning mutual assistance based on EU legislation. There will apply some restrictions, permits, licenses and authorisations for some businesses. 4.1.1 VAT A foreign entity established in Denmark is subjected to the VAT regulation in Denmark after the same regulations as other Danish entities. The entity must register for paying Danish VAT and the entity must declare VAT for each VAT period. 4.2.2 Tax A Danish company must, by default pay tax to the Danish Tax Authority for profit generated by the company. The company tax rate in Denmark is 22 %. The taxation of the company depends on potential double taxation agreements in case 2 (two) or more countries have the right to tax the profit. A Danish limited company owned by a foreign investor, or a foreign entity can also be obligated to pay tax to the Danish Tax Authority of profit generated by the entity in Denmark due to being permanent established in Denmark. Entities which are employer(s) must withhold Danish Tax and labour market contribution to the Danish Tax Authorities from the salary of services carried out in Denmark – this also covers foreign entities who have employees who have been working in Denmark. The entity must as the employer, withhold Danish Tax and labour market contribution to the Danish Tax Authorities from the salary that the entity pays from the services carried out in Denmark.
ILN Corporate Group – Establishing a Business Entity Series
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