Share transfer: how to sell shares in an ApS or A/S

What is a share transfer?

A share transfer (or transfer of anparter in an ApS) is the process of transferring ownership of shares in a company from one owner to another. It can take the form of:

• Sale: the owner sells their shares to a new owner for payment
• Gift: a free transfer, typically to family members
• Inheritance: a transfer in connection with the administration of an estate
• Contribution in kind: shares are contributed as payment into another company

A share transfer is one of the most common transactions in Danish business: whether a company is taking on a new co-owner, an investor is buying in, or an owner is stepping back.

Shares vs. anparter: what is the difference?

In Denmark we distinguish between:

• Aktier (shares): ownership stakes in a public limited company (A/S)
• Anparter: ownership stakes in a private limited company (ApS)

There is a legal difference between the two company types, but the transfer process is broadly the same. This guide covers both.

Restrictions on transfer: right of first refusal and consent requirements

Before you can sell your shares, you must check the company's articles of association and any shareholders' agreement. They may contain:

Right of first refusal

Many company articles give the other owners a right of first refusal, that is, the right to buy your shares on the same terms as the potential buyer before you can sell to an outsider.

Typical procedure for a right of first refusal:

1. You receive an offer from an external buyer
2. You give the other owners written notice of the offer (price, terms)
3. The other owners typically have 30-60 days to exercise the right of first refusal
4. If the right is not exercised, you can sell to the external buyer

Consent requirement

Some companies require the board or the other owners to consent to a transfer before it can be completed. A lack of consent can make the transfer invalid.

Lock-up periods

Founder agreements and investor contracts often include a lock-up period, that is, a period in which the owners cannot sell their shares. Always check any shareholders' agreements.

Valuing the shares

What are your shares worth? It depends on a wide range of factors:

Book value

Book value (recorded equity divided by the number of shares) is the starting point for many simple calculations, but rarely reflects the market value.

Market-based methods

• Earnings multiple (P/E): the company's annual profit multiplied by an industry-specific multiple
• Revenue multiple: revenue multiplied by a multiple
• DCF model: the present value of future cash flows

Contractual determination

Many shareholders' agreements contain a predefined method for setting the price on entry and exit. Draw up your shareholders' agreement before the conflict arises, not after.

The share transfer agreement: what should it contain?

A share transfer agreement (Share Purchase Agreement / SPA) is the central document in a share sale. It should contain:

1. The parties

The full names, addresses and CVR/CPR numbers of the seller and buyer.

2. Description of the transferred shares

• Number of shares
• Nominal value
• The company's name, CVR number and registered capital
• Ownership stake as a percentage

3. Purchase price and payment terms

• Total purchase price
• Payment date and method
• Any earn-out mechanism (part of the price is paid conditional on future performance)

4. Warranties and representations

The seller typically warrants that:

• The company has no hidden obligations (off-balance-sheet obligations)
• The accounts are correct
• There are no pending lawsuits
• The company complies with the law (GDPR, environment, employment law)

These warranties are the seller's assurance to the buyer, and they can form the basis of a claim for damages if they turn out to be incorrect.

5. Transfer date and closing

When are the shares formally transferred? Closing is the point at which ownership passes and payment is made.

6. Non-compete clause

Many share transfer agreements include a clause preventing the seller from starting a competing business for a period after the sale.

7. Confidentiality

The terms of the sale are typically confidential, and neither party may disclose the price or the detailed terms.

Tax aspects of a share sale

Selling shares generally triggers taxation of the capital gain (sale price minus acquisition price).

For private individuals

• Share income up to the progression threshold (DKK 79,400 in 2026 for single people, DKK 158,800 for married couples) is taxed at 27%
• Share income above the threshold is taxed at 42%

For companies

Companies can in certain cases sell shares tax-free under the subsidiary rules (a holding of at least 10%). Always seek tax advice before a share sale.

Losses on shares

Losses on shares can be offset against gains on other shares. Special rules apply to losses on unlisted shares.

Registration with the Danish Business Authority

After the transfer, the company's register of owners must be updated, and for significant changes of ownership in limited companies the change must be registered in the Public Register of Owners (Det Offentlige Ejerregister) via the Danish Business Authority. The deadline is typically 14 days.

Transfer in connection with the shareholders' agreement

If the company has a shareholders' agreement, it typically governs the process for entry into and exit from the ownership group. A shareholders' agreement should be updated when the ownership group changes. It is good practice to update the shareholders' agreement as part of the share transfer process.

Create your transfer agreement with LegalDock

With LegalDock you can create a professional transfer agreement and update the company's shareholders' agreement in the same workflow. Our templates cover the central elements of a Danish share transfer and are designed for the typical scenarios of ownership change in SMEs and startups.

Note: For larger transactions or complex company structures, we always recommend involving a lawyer specialising in company law and a tax adviser.