An ApS (Anpartsselskab) is Denmark’s most common business structure for small and medium enterprises. It offers limited liability, flexible shareholder arrangements, and a straightforward registration process. This guide walks you through every step of forming an ApS, from choosing a name to fulfilling your ongoing obligations.
What Is an ApS?
An ApS is a private limited liability company. Key characteristics:
- Minimum share capital: DKK 40,000
- Liability: Limited to the company’s assets — your personal wealth is protected
- Tax: 22% corporate tax on profits; dividends taxed at 27%/42% at shareholder level
- Governance: Minimum 1 board member; no mandatory auditor below certain thresholds
- Legal identity: The ApS is a separate legal entity from its shareholders
The ApS is the preferred structure for freelancers, consultants, startups, and family businesses in Denmark. It separates your personal and business finances while keeping administrative requirements manageable.
Step 1: Choose a Company Name
Your company name must:
- Include “ApS” or “Anpartsselskab” in the full legal name
- Be distinguishable from existing companies on the CVR register
- Not be misleading or offensive
- Not include restricted words (e.g., “bank”, “forsikring”) without special permission
Check name availability on the CVR register. Search for similar names to avoid confusion. You can reserve a name for up to 3 months through Virk.dk if you are not ready to register immediately.
Step 2: Prepare Articles of Association (Vedtægter)
The articles of association (vedtægter) are the company’s constitutional document. You can use the standard template provided by Virk.dk or have a lawyer draft custom articles.
Required Contents
Your articles must include:
- Company name — full legal name including “ApS”
- Registered address — the company’s official address in Denmark
- Purpose — a description of the company’s business activities
- Share capital — total share capital and nominal value of each share
- Shareholder structure — names and ownership percentages of all shareholders
- Board of directors — names and details of board members
- Managing director — if applicable, the name of the managing director (administrerende direktør)
- Financial year — the company’s financial year (typically calendar year)
- General meeting procedures — how shareholder meetings are convened and conducted
When to Use Custom Articles
The standard Virk.dk template works for most small ApS companies. Consider custom articles if you have:
- Multiple shareholders with different rights
- Different share classes (A shares, B shares)
- Complex voting arrangements
- Specific restrictions on share transfers
Custom articles typically cost DKK 5,000–15,000 from a lawyer.
Step 3: Deposit Share Capital
You must deposit the minimum share capital of DKK 40,000 before registration.
How to Deposit
- Open a business bank account in the company’s name (you may need a CVR number first — some banks allow pre-registration accounts)
- Transfer DKK 40,000 to the account
- Obtain a bank confirmation (bankattest) confirming the deposit
The bank confirmation is required for registration. Some banks provide this free of charge; others may charge a small fee.
What Counts as Share Capital
- Cash deposits are the most common form
- Non-cash contributions (assets) are possible but require a valuation report
- The capital must be fully paid before registration
Step 4: Register via Virk.dk
With all documents prepared, register the ApS through Virk.dk.
What You Need
- MitID — for digital identification
- Articles of association — signed by all shareholders
- Bank confirmation — proving deposit of share capital
- Shareholder details — names, addresses, and ownership percentages
- Board member details — names, addresses, and CPR numbers
- Managing director details — if applicable
Registration Fee
The registration fee is DKK 670 (2026). Payment is made via Virk.dk during the registration process.
Submission Process
- Log in to Virk.dk with MitID
- Select “Start a company” (Start virksomhed)
- Choose “ApS” as the company type
- Complete the online form with all required details
- Upload articles of association and bank confirmation
- Pay the registration fee
- Submit the application
Step 5: Receive CVR Number
Your CVR number (company registration number) is usually issued same day or the next business day. You will receive confirmation via Virk.dk and by post.
The CVR number is your company’s unique identifier. You need it for:
- Opening bank accounts
- Invoicing customers
- Filing tax returns
- Registering for VAT
- Hiring employees
Step 6: Register for VAT (Moms)
If your expected annual turnover exceeds DKK 50,000, you must register for VAT (moms).
When to Register
- Register for VAT as soon as you expect to exceed the DKK 50,000 threshold
- You can register voluntarily even below the threshold (useful if you sell to other VAT-registered businesses)
How to Register
VAT registration is completed through Virk.dk during or after company formation. You will need to:
- Select your VAT reporting frequency (monthly or quarterly)
- Provide details of your business activities
- Confirm your expected turnover
VAT Obligations
Once registered, you must:
- Charge VAT on taxable sales (currently 25% standard rate)
- File VAT returns (momsangivelse) monthly or quarterly
- Pay VAT owed to SKAT by the deadline
- Deduct input VAT on business purchases
Step 7: Set Up Payroll (If Hiring Employees)
If you plan to hire employees, you must:
- Register as an employer via Virk.dk
- Set up payroll systems — either in-house software or an external payroll provider
- Register for eIndkomst — to report salary information to SKAT
- Calculate employer obligations — including AM-bidrag (8%), pension contributions, and holiday pay
Employer registration is free and can be completed during or after company formation.
Step 8: Open NemKonto
NemKonto is the bank account registered with SKAT for receiving tax refunds and paying taxes. Open a NemKonto for the company to handle:
- Corporate tax payments
- VAT refunds
- Any other tax-related transactions
You can designate any business bank account as your NemKonto through Virk.dk or your online bank.
Board Requirements
An ApS must have a minimum of 1 board member (bestyrelsesmedlem).
Residency Rule
Board members must be resident in the EU or EEA. If you want to appoint a board member who is not an EU/EEA resident, you must apply for an exemption from Erhvervsstyrelsen (the Danish Business Authority).
Managing Director
An ApS can appoint a managing director (administrerende direktør) who handles day-to-day management. The managing director does not need to be a board member but must be registered with the CVR register.
Board Responsibilities
The board is responsible for:
- Ensuring the company complies with legal and regulatory requirements
- Preparing and approving the annual report
- Overseeing the company’s financial position
- Making decisions on major matters (e.g., large investments, hiring/firing the managing director)
Shareholders
Who Can Be a Shareholder
- Individuals — no residency requirement; Danish or foreign individuals can be shareholders
- Companies — other ApS or A/S companies can hold shares
- Trusts and foundations — can hold shares in certain circumstances
Share Structure
- Minimum 1 share — an ApS can have a single shareholder
- Multiple shareholders — common for partnerships and investor-backed companies
- Different share classes — possible with custom articles (e.g., A shares with voting rights, B shares without)
Share Transfers
Shares in an ApS can be transferred, but the articles of association may include restrictions (e.g., pre-emption rights for existing shareholders). Check your articles before transferring shares.
Ongoing Obligations
Once your ApS is registered, you have ongoing legal and tax obligations.
Annual General Meeting (Generalforsamling)
You must hold an annual general meeting where shareholders:
- Approve the annual report
- Elect or re-elect board members
- Decide on dividend distributions
- Address any other business
The meeting must be held within 6 months of the end of the financial year.
Annual Report
Prepare and file an annual report (årsrapport) covering the company’s financial performance. The report must be filed with Erhvervsstyrelsen via Indberetningsportalen.
Tax Return
File an annual corporate tax return (selskabsopgørelse) with SKAT. The deadline is typically July 1 for the previous financial year.
VAT Returns
File VAT returns (momsangivelse) monthly or quarterly, depending on your registration. Pay any VAT owed by the deadline.
eIndkomst Reporting
If you have employees, report salary and tax information via eIndkomst to SKAT.
Costs Summary
| Item | Cost |
|---|---|
| Registration fee (Virk.dk) | DKK 670 |
| Articles of association | Free (standard template) or DKK 5,000–15,000 (lawyer) |
| Share capital deposit | DKK 40,000 |
| Accounting software | DKK 200–500/month |
| Bank account | Free to DKK 200/month |
| Annual general meeting | Free (internal) |
Tips for a Smooth Formation
- Use standard articles unless you have a complex shareholder structure or investor requirements. The Virk.dk template is designed for most small ApS companies and saves time and cost.
- Get an accountant from day 1. A Danish accountant familiar with ApS companies can set up your bookkeeping correctly, advise on tax-efficient salary and dividend structures, and ensure you meet all filing deadlines.
- Separate personal and business finances immediately. Open a dedicated business bank account and never mix personal and business transactions. This protects your limited liability and simplifies accounting.
- Plan for VAT early. If you sell to other businesses, registering for VAT immediately allows you to deduct input VAT on startup costs.
- Consider your board carefully. Even if you are the sole shareholder, having a trusted board member can provide oversight and help with major decisions.
Summary
Forming an ApS in Denmark is a digital, streamlined process that can be completed in a few days. The key steps are choosing a name, preparing articles of association, depositing DKK 40,000 in share capital, and registering via Virk.dk. Once registered, you must fulfil ongoing obligations including annual general meetings, annual reports, tax returns, and VAT filings. Engage an accountant early and keep your finances separate from day one to ensure a smooth start.