Denmark Company Formation

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Denmark

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Open Company Branch or Subsidiary in Denmark

November 2, 2010, 3:01 pm
BridgeWest

There are many ways to invest in Denmark, including setting up a Danish company. The Danish law allows fully owned foreign companies, and does not restrict operations in foreign currencies. Already existing foreign companies may choose to open branches on the territory of Denmark, provided that they appoint a representative to manage the branch in Denmark. The company branch is not regarded as a separate legal entity, as the parent company is fully liable for the debts and obligations of the branch. The process of incorporation does not differ much from setting up a regular Danish company.

In order for the branch to function legally, it must apply for registration with the Danish Commercial and Companies Agency, but prior to this process a few procedures must be completed. The branch must draft the articles of association and notarize them. The company branch must appoint a representative to carry out the registration process and also be in charge with administrative procedures. Also it is important that the founders open a bank account and obtain a deed certifying the minimum capital has been deposited.

In order for the company branch to be able to commence its activities, it must register with the Danish Commercial and Companies Agency. The registration process requires submission of an application. It must contain a proof of existence of the foreign parent company, consisting of a certificate of registration issued by the relevant institution of the respective country, the notarized articles of association and other documents of the branch. All registration procedures are carried out through a one-stop system. This system is electronic in order to simplify the whole process. The registration certificate is issued in one working day. Upon registration the applicant obtains a registration receipt containing the identification number and the institution publishes the announcement of the establishment of the company in the Official Gazette.

After registration the company branch must apply at the same Danish Commercial and Companies Agency, using the one-stop shop, the Webreg system in order to register with Tax Authorities. The application contains information on the branch, identification number and object of activity. Also if the company branch hires employees, each one must be registered for Social Security purposes, private insurance etc.

Denmark is open to foreign investment, whether it's done through company formation or branch establishment. However there are certain regulations when it comes to establishing a branch in Denmark. Foreign branches may be established on the territory of Denmark, only if they originate from countries in which Denmark is free to establish branches. Also a branch of a non resident company must appoint a resident in order to represent the branch towards Tax Authorities.

Usually the process requires little time, mostly due to the newly implemented electronic process. However, notarizing the required documents may take more then one working day, depending on the public notary's program. Registering the company at the Danish Commercial and Companies Agency is completed in one day, and three days are required for tax registration. A company branch in
Denmark is usually set up in one week.

Setting up a subsidiary in Denmark

On a brief description, a subsidiary has the same status as any regular Limited Liability Company and has its own share capital, having the foreign parent company as sole or main shareholder.

To set up a limited liability company in Denmark the founders must register it with the Danish Commerce and Companies Agency prior to the beginning of activity. The LLC has its liability limited to the value of each shareholder’s subscription. The share capital minimum required for a limited liability company in Denmark is DKK 80,000. The payment must be done in a quantum of at least 25 % of the share capital, but not less than DKK 80,000.

The number of founders starts from one and the shareholders may as well be individuals or legal entities. The law states that at least one of the founders must have a Danish residence or in another European country. It is also required that founders subscribe to the entire share capital of the company set up in Denmark.

Companies exceeding a capital of DKK 300,000 must have a board of directors of at least three members. This is also applicable for companies with more than 35 employees. A limited liability company needs no less that one director which has to be registered with the Company Register. This type of company doesn’t require a supervisory board, this being optional. It is mandatory for the subsidiary company in Denmark to submit annual financial statements audited by an authorized public accountant.

BridgeWest offers Company Registration in Denmark as well as related services such as Danish shelf companies, VAT Registration and Virtual Office Services in Denmark.

 

All the basic information regarding the requested steps for starting a business in this country was put together in a YouTube video: How to Open a Company in Denmark. We hope you will enjoy it and share it with your professional network.

 




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