Resumption os Limited Liability Companies

When a company is dissolved—either voluntarily or compulsorily – it may end up ceasing to exist permanently. However, the Companies Act allows the company to be revived so it can continue operating. This requires you to follow a number of rules and deadlines. In this section, we explain what the law provides and how to apply it in practice.

When can you resume?

Resumption is only possible if the distribution of the company’s funds has not begun. This means that the company’s assets must remain intact and must not be distributed among the owners. If the dissolution has been decided voluntarily, or if the company has been sent into compulsory dissolution, you can still resume operations – but only if all conditions are met.

What rules apply to resumption?

The rules on resumption are described in sections 231 and 232 of the Companies Act, which stipulate the following conditions, among others:

• Decision at the general meeting
  The owners must decide on the resumption by at least a two-thirds majority. At the same time, new management and an auditor must be elected if the company is subject to auditing requirements. This is because, for example, the management automatically resigns when the company is sent for compulsory dissolution.

• Auditor’s statement
  A registered auditor must declare that no illegal loans have been granted to owners or management in violation of Chapter 13 of the Companies Act and that the company capital is available. If the capital is less than the legal minimum (DKK 20,000 for ApS and DKK 400,000 for A/S), it must be brought up to the required level. The company capital must not be below the minimum requirement.

• Correction of reasons for dissolution
  Upon resumption, the reason for the compulsory dissolution must be corrected. If, for example, the company was sent into compulsory dissolution because the annual report was missing, all outstanding reports must be submitted and approved before resumption can take place.  This correction must be made no later than at the same time as the decision on resumption.

• Deadlines
  The decision to resume operations must be reported to the Danish Business Authority no later than three months after the company was sent into compulsory dissolution. If the deadline is exceeded, you lose the opportunity. If the bankruptcy court has decided on final dissolution, or if a liquidator has been appointed without consent, resumption is not possible.

• Previous compulsory dissolution
  If the company has been subject to compulsory dissolution within the last five years, the company cannot be resumed.

Purpose of the rules

The purpose of the rules on compulsory dissolution is to ensure that limited liability companies comply with their statutory obligations and maintain transparency. The rules protect creditors by preventing companies from continuing to operate without proper management or reporting. Likewise, the rules ensure that the dissolution takes place under orderly conditions so that the company’s obligations are handled correctly and the interests of creditors are protected.

Summary

Resumption is an opportunity to save a company that would otherwise cease to exist, but the process is not simple. The rules in the Companies Act and the requirements of the Danish Business Authority are designed to protect creditors and ensure that the company continues on a legal basis. It is therefore crucial that all conditions relating to resumption are met.

For business owners, this means that swift action and correct documentation are critical. If a deadline or requirement is overlooked, resumption cannot be carried out and the company will be dissolved permanently. If you are unsure about the process, professional advice is often the best investment – it can determine whether your business continues operating or faces a dissolution.

This article does not constitute and cannot replace legal advice. Raadgiver.dk ApS assumes no liability for any damage or loss, directly or indirectly, attributable to the use of the information provided in the article.

Published January 2026