Registration of a company in Denmark K/S

Denmark is European country with a developed economy and high investment attractiveness. Despite the fact that the classic offshore zone in Denmark does not exist in the traditional sense, foreign companies can look forward to some tax preferences.

Procedure of registration

“Prifinance” specialists will assist you to acquire a ready made company just within one day. In addition, we can register you a new one from scratch. You only need to provide information about the owner, everything else will be performed by our officers. Important! We made services more accessible. At the initial stage you must not pay the total sum.

Forms of companies

Registration of company in Denmark may be done in one of the following forms

• Open Joint Stock Company – at least three founders;
• Closed Joint Stock Company with limited liability of individuals and legal entities – at least one founder;
• Partnership, with limited responsibility of its members – at least one CEO with unlimited liability and one partner with limited liability;
• LLC;
• Branches, representative offices of foreign companies.

The most common forms in which the registration and maintenance of the firm in Denmark is being practices is a limited liability partnership (K/S) and CJSC (ApS).

APS: procedure of establishment and tax requirements

A distinctive feature of this type of companies is flexibility of the memorandum of association. The legislation does not require disclosure of the objectives of the company. However, the composition of members is reflected in the constituent documents. As Denmark is not a classic offshore, companies are not exempt from the record-keeping. Each year, it is necessary to submit to the competent authorities two reports – Financial Statement, Annual Return. The authorized capital is formed in the amount of 128000 Danish kroner and must be fully paid. Minimum composition is one director (individual) and one shareholder (legal entity or individual).

Income tax is calculated at the rate of 25%. If the company operates as a holding company, it receives certain tax preferences:

• 0% on dividends from foreign subsidiary, if the Danish company during the past year possesses 15% or more of the shares;
• 0% on income of legal entity received from the subsidiary unit, which is owned by the holding during the past three years.

If it is proved that the holding company was created solely to obtain tax preferences, they may be withdrawn.

The standard VAT rate is 25%, royalty rate is 25% and the source rate for dividends – 28%. It is possible to carry out the activities with zero tax if we are talking about the royalties from the use of copyright, the recipient is a resident of one of the countries with which Denmark has signed an agreement on avoidance of double taxation. The company must hold at least 10% of the company throughout the year.

Required documents:

• Certificate of Formation — Registration Certificate.
• Operating Agreement — Articles of Association.
• Statement of Organizer — Founder’s Statement.
• Page with Apostille — Apostilled Page.

When using nominal service additionally the following documents are required:

• Resolution effecting the issuing the Power of Attorney.
• Apostilled Power of Attorney.
• Resolution effecting the change of Director (without date).
• Consent Letter (about accession of Nominal Director)
• Director Resignation Letter (of Nominal Director without date).
• Nominee Director’s Declaration (about nominal services).
• Deed of Trust (trust declaration from Nominal Shareholder).
• Instrument of Transfer (Transfer documents for Shares (without date).

K/S: procedure of establishment and tax requirements

There must be at least two founders in the partnership and one director. One of the directors must be a resident of Denmark. Information about the directors and partners is entered into the public register. Personal data of the beneficiary are not pointed there. The size of AC is 1000 Euro. It must be paid before the completion of the financial year.

Partnerships annually submit reports to the authorized structures as classic offshore zone in Denmark does not exist. The auditing is required in the event that total assets in monetary form exceed 500 000 or turnover exceeds 100 800 Euro. VAT is 25%. If the profitable activity is carried outside the Denmark with partners – non-residents declarations must not be filed to the tax authorities.

Required documents:

• Registration Certificate — Sammenskrevet resume.
• Articles or Memorandum of association — Limited Partnership Agreement.
• Translation of specified documents from Danish to English.
• Minutes of the Shareholders’ Meeting – Minutes of Meeting of officers.
• General Power of Attorney — General Power of Attorney (nominative, the specific person should be pointed there).
• Agreement on nominal service — Agreement for management of a company by nominee officers and indemnification of the nominees.
• Share Certificates — Interest ownership certificate signed by nominal directors.
• Company stamp.

Advantages of the jurisdiction

Registration of companies in Denmark is a popular procedure for a number of objective reasons, including:

• prestige of the country;
• developed economic and investment infrastructure;
• transparent legislation and government support for non-residents;
• tax incentives;
• confidentiality through the use of nominal service;
• availability of agreements on avoidance of double tax burden with many countries.