Formation of a private limited company (ApS) – What does it require?

When a private limited company is established, it follows from section 25 of the Companies Act that a memorandum of association must be prepared. This memorandum must contain information about the individual founders of the private limited company, such as their name, residence, and, if applicable, CVR number. The memorandum of association must include information about:

• The subscription price for the shares;
• The deadline for subscription and payment of the share capital;
• The specific date from which the incorporation is to have legal effect;
• The specific date on which the incorporation is to have effect in relation to the accounts;

Additionally, the memorandum of association must include provisions such as special rights or benefits for the founders, agreements with founders or other parties imposing significant financial obligations on the company, and whether the company chooses not to audit annual reports.

The founders are the person(s) who sign the memorandum of association. Founders of a private limited company are not obliged to contribute share capital and can be either natural persons or legal persons, such as a holding company.

Furthermore, articles of association for the company and a register of shareholders must be prepared. The register of shareholders serves as documentation of the private limited company’s shareholders. This register does not have to be published; however, it must always be available to public authorities and should not be confused with the CVR’s information about the company’s legal and beneficial owners.

Once the memorandum of association has been signed and the articles of association adopted, the incorporation must be registered in the Danish Business Authority’s IT system within 2 weeks of signing the memorandum of association. However, it is important not to confuse this registration with the automatic registration that occurs in the CVR register when the private limited company is established.

Deposits

It is crucial for a private limited company to be established that a capital contribution of at least DKK 40,000 is paid, which can be made in the form of cash or in kind. The value of the contributed share capital must be stated in the private limited company’s memorandum of association, articles of association, and register of shareholders.

To establish the private limited company, an external party, such as an accountant, bank, lawyer, or business lawyer, must verify that the necessary share capital is present at the time of the company’s formation.