Starting an ApS in 2026: a complete guide to forming a company

Every year, many thousands of new private limited companies (ApS) are formed in Denmark. An ApS is the most popular company form for entrepreneurs, freelancers and growth companies, because it combines limited liability with relatively low formation requirements.

This guide reviews the process from idea to registered ApS, step by step.

Note: Company law is a complex area. This guide gives a general overview of the formation process. Contact an accountant or lawyer for complex company structures, contributions of capital in kind, or special ownership structures.

What is an ApS?

A private limited company (ApS) is a limited company with limited liability. That means:

• The owners (shareholders) are liable only with the contributed capital, not with their personal assets
• The company is a separate legal person that can enter into contracts, hire and own assets
• Profit can be distributed as a dividend to the owners

An ApS differs from a sole proprietorship, where the owner is personally and unlimitedly liable.

Advantages and disadvantages of an ApS vs. a sole proprietorship

	ApS	Sole proprietorship
Liability	Limited	Personal and unlimited
Capital requirement	At least DKK 20,000	None
Administration	More (annual report, general meeting)	Simpler
Tax	Corporation tax 22% plus dividend tax	Personal income
Image and credibility	Often higher	Lower
Start-up	Quick, but with requirements	Very quick

An ApS is typically an advantage when you expect a decent profit, or when it is important to protect your personal assets.

Step by step: forming an ApS

Step 1: preparation and choosing a name

Before you register the company, you must:

Choose a company name:

• Check that the name is available at virk.dk
• The name must contain a company designation (ApS or anpartsselskab)
• Avoid names that are identical to or can be confused with existing companies

Determine the circle of owners and the capital split:

• Who are the owners (shareholders)?
• What capital is contributed?
• Are the shares divided equally?

Consider an owners' agreement: If there are several owners, an owners' agreement is strongly recommended before the formation is carried out.

Step 2: draw up the formation documents

Two documents are required:

1. Formation document The formation document declares that the company is being formed. It must, among other things, contain:

• Approval of the articles
• The company's name and registered office
• The nominal value of the shares
• The subscription price
• The date of the right to a dividend
• The composition of the management (executive management and any board)
• The choice of any auditor
• The founder's signature

2. Articles of association The articles are the company's constitution. They must as a minimum contain:

• The company's name, registered office and purpose
• The size of the share capital
• The shares' rights
• The rules on the convening of the general meeting and decisions
• The management structure
• The financial year

Step 3: contribute the capital

The minimum requirement for an ApS is DKK 20,000 in share capital. The capital must:

• Be paid into a blocked bank account before registration
• Be released once the registration is approved

The capital can consist of a cash contribution or a contribution in kind (assets). A contribution in kind, however, requires a valuation report from an auditor, which is more cumbersome and time-consuming.

Recommendation: Use a cash contribution, unless there is a good reason for a contribution in kind.

Step 4: registration at virk.dk

The company is registered digitally via virk.dk (the Business Authority's portal). The process:

1. Log in with MitID
2. Choose to form a company
3. Fill in the company's details and upload the formation documents
4. Pay the registration fee (check the current rate at virk.dk)
5. Submit the application

For a simple ApS, the registration often happens automatically and quickly, and you are given a CVR number once the company is registered.

Step 5: practical steps after registration

When the company is registered:

Open a business account: The bank typically requires the formation document, the articles and the CVR number. The capital can then be released from the blocked account.

VAT registration: If the VAT-liable turnover is expected to exceed DKK 50,000 within 12 months, the company must be VAT-registered.

Insurance: Consider commercial liability insurance and possibly directors' liability insurance.

Financial year: Agree with your accountant when the financial year starts (often 1 January).

Management structure in an ApS

An ApS must as a minimum have:

• An executive management (one or more directors), which handles the day-to-day management

Optionally, you can set up:

• A board (at least 3 members) or a supervisory board, which supervises the executive management

A company with only one owner can let the owner be the director and omit a separate board.

Audit requirements for an ApS

Many ApS companies can opt out of audit if, in two consecutive financial years, they do not exceed two of three thresholds (section 135 of the Financial Statements Act):

• A balance sheet total of DKK 4 million
• Net turnover of DKK 8 million
• An average of 12 full-time employees

If the company is below the thresholds, it can opt out of audit. Note the exceptions, however, including for holding companies and companies in certain risk industries.

Annual report and general meeting

An ApS is required to:

• Hold an ordinary general meeting in good enough time that the approved annual report can be filed within the deadline in the Financial Statements Act, which for most companies is 5 months after the end of the financial year
• File the annual report with the Business Authority digitally

The annual report is public and available via the Business Authority.

Dividends and tax in an ApS

Corporation tax: The company's profit is taxed at 22%.

Dividend tax: When you as an owner receive a dividend from the company, it is taxed as share income:

• Up to the progression threshold (DKK 79,400 in 2026 per person): 27%
• Above the threshold: 42%

Salary vs. dividend: Owners who work in the company can choose to take a salary (taxed as personal income) or a dividend. The optimal split depends on your total income and on the year's rates, so seek advice from your accountant. Note that from 2026 the previous top tax has been replaced by a new structure with a middle tax, top tax and top-top tax.

Documents you need in order as a new ApS owner

At formation:

• Formation document
• Articles of association
• Owners' agreement (if there are several owners)
• The bank's statement on the capital contribution

On an ongoing basis:

• Employment contracts for employees
• Contracts with customers and suppliers
• Data processing agreements (GDPR)
• Confidentiality agreements (NDA)
• General-meeting minutes

Conclusion

It is both quick and relatively cheap to form an ApS in Denmark, and for many entrepreneurs the limited liability and the tax options are decisive advantages. The most important steps are to get the articles and formation document in place, pay in the capital to a blocked account, register the company at virk.dk, and get the underlying documents in order, especially an owners' agreement if you are several owners. Involve an accountant for the ongoing tax and accounts.

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The content of this article is for guidance only and does not constitute legal advice. Consult a lawyer or accountant for advice on your specific situation.