Form an ApS in Denmark: a complete step-by-step guide 2026

Every year, thousands of Danes form a private limited company (ApS). It is the company form that gives limited liability, a professional signal and flexibility, and it is chosen by the vast majority of entrepreneurs who want to separate their personal finances from the business.

But the formation process holds many choices and pitfalls. What should be in the articles? When must the capital be paid in? And which documents do you actually need in order once the company is registered?

This guide reviews the whole process from A to Z.

Note: Company law is a complex area, and the rules change continuously. This guide gives a general overview based on company legislation as at 2026. If you have complex ownership structures, international aspects or special needs, it is recommended to seek individual legal advice.

What is an ApS?

A private limited company (ApS) is a separate legal person that is separated from its owners (the shareholders). That means:

• Limited liability: You are liable only with the capital you have contributed to the company. Your personal assets are as a rule protected.
• A separate legal entity: The company can enter into contracts, own property and sue and be sued in its own name.
• A flexible ownership structure: An ApS can have one or more owners (shareholders), including legal persons.

ApS vs. sole proprietorship

The decisive difference is liability. In a sole proprietorship, you are personally and unlimitedly liable with your personal assets. In an ApS, it is the company's creditors that have claims against the company's funds, not against your personal finances.

ApS vs. A/S

A public limited company (A/S) requires a share capital of at least DKK 400,000 and has more formal requirements for management and general meetings. An ApS is more flexible and cheaper to form but cannot be listed on a stock exchange.

Requirements for forming an ApS

Before you start the formation process, these basic requirements must be met:

Requirement	Detail
Share capital	At least DKK 20,000 (cash or in kind)
Founders	At least 1 (a natural or legal person)
Director	At least 1 (can be the founder)
Articles	Mandatory and must meet the requirements of the Companies Act
Registration	With the Business Authority via virk.dk

Step by step: form your ApS

Step 1: decide the company name

The company name must:

• Contain "ApS" or "anpartsselskab"
• Not be identical to or confusable with existing registered company names
• Not be misleading about the company's activities

You can check that the name is available at virk.dk before you begin the formation.

Step 2: draw up the articles

The articles are the company's constitution and must contain the following minimum information under section 28 of the Companies Act:

• The company's name and any secondary names
• The company's registered office (the municipality the company is registered in)
• The company's purpose, that is a description of the activities the company may carry out
• The size of the share capital and the nominal value of the shares
• The management structure (executive management and any board or supervisory board)
• The financial year (for example a calendar year)
• The procedure for convening the general meeting

The purpose should be neither too narrow nor too broad. A narrow purpose can limit the company's options, while a purpose like "any lawful business" is valid but can look unprofessional. Many choose a combination: the primary business area followed by "and related business".

Step 3: draw up the formation document

The formation document is the legal basis for the company's creation. It must be signed by all founders and contain:

• The founders' names and addresses
• The subscription amount for the shares and any premium
• The deadline for subscription and payment of the share capital
• The date of the start of the financial year
• The articles (typically attached as an appendix)

The formation document and the articles are uploaded to the Business Authority on registration.

Step 4: pay in the share capital

The share capital of at least DKK 20,000 must be paid in before registration. There are two ways:

Cash contribution: Open a formation account at a bank. Pay in the capital and have the bank issue a capital payment statement, which is a requirement on registration.

Contribution in kind: The capital can alternatively be contributed as assets (for example machinery, software or receivables). This requires a valuation report from an auditor and is more complex and time-consuming.

For most entrepreneurs, a cash contribution is clearly the simplest.

Step 5: register the company with the Business Authority

Registration is done digitally at virk.dk with MitID. You must upload:

1. The formation document
2. The articles
3. The bank's capital payment statement
4. Information on beneficial owners (natural persons who own or control more than 25% of the shares or votes)

A registration fee is paid to the Business Authority (check the current rate at virk.dk). For a simple ApS, the registration often happens automatically and quickly, and you then receive a CVR number, and the company is officially formed.

Step 6: open a business account

Once the CVR number is assigned, the share capital is transferred from the formation account to a business account in the company's name. Most banks require the CVR number to open a business account.

Step 7: register for VAT and any other schemes

Depending on your activity, you may need to:

• Register for VAT (required with a VAT-liable turnover over DKK 50,000 within 12 months)
• Register for A-tax and labour-market contributions, if you hire employees
• Take out the mandatory occupational injury insurance on hiring

The registrations are done via virk.dk.

Documents you need in order from day one

The formation itself is only the beginning. These documents are essential in the first year:

Owners' agreement (shareholders' agreement)

If you have co-owners, an owners' agreement is almost always necessary. It governs:

• The distribution of ownership and voting rights
• The management structure and decision-making powers
• Dividends and investment
• What happens if an owner wants to sell, dies or becomes unable to take part
• Non-compete restrictions for the owners

The owners' agreement is a private agreement between the shareholders and is not public. It is made as a supplement to the articles and is not binding on the company.

Director's contract

If the director is employed and receives a salary, there should be a director's contract that sets out the terms. A registered director is as a rule not covered by the Salaried Employees Act as an ordinary employee.

Operating agreements and contracts

From the company's first day, it enters into agreements. Make sure all significant agreements with customers, suppliers and partners are in writing. Oral agreements are in principle valid but hard to prove.

Confidentiality agreement (NDA)

If you work with trade secrets or share sensitive information with partners, a confidentiality agreement is central. It should be in place before you share sensitive business information with potential customers, investors or partners.

Typical costs of forming an ApS

The main costs are:

• The share capital: at least DKK 20,000, which remains yours, just tied up in the company
• The registration fee to the Business Authority (check the current rate at virk.dk)
• Any auditor for a valuation report, if you use a contribution in kind
• Any advice for the articles and owners' agreement, if the structure is complex

Simple standard documents can be made cheaply with a template, while more complex structures should be reviewed by a lawyer or accountant.

Ongoing obligations after formation

An ApS is not something you can set and forget. You have ongoing obligations:

• Annual report: Must be filed with the Business Authority every year. Most small ApS companies (accounting class B) can opt out of audit if they are below the thresholds in section 135 of the Financial Statements Act (balance sheet total DKK 4 million, net turnover DKK 8 million, 12 full-time employees). If the thresholds are exceeded, audit becomes mandatory.
• General meeting: At least one ordinary general meeting a year, where the annual report is approved.
• Register of members: The company's internal register of members must be kept up to date at all times.
• Beneficial owners: The registration of beneficial owners with the Business Authority must be kept up to date.
• Accounts: Bookkeeping and the annual accounts must comply with the Bookkeeping Act and the Financial Statements Act.

The most common mistakes in forming an ApS

1. Articles without a sufficient purpose. Too narrow a purpose can limit which activities the company may carry out. Make sure the purpose is broad enough to cover your actual business.

2. A missing owners' agreement with several owners. The Companies Act does not govern all conflicts between owners. An owners' agreement is not mandatory but is almost always necessary with two or more owners. Without it, the cooperation can quickly become complicated on exit, disagreement or death.

3. Mixing private and company. Do not use the company's account for private expenses or vice versa. Mixing can in serious cases weaken the limited liability and make you personally liable.

4. Missing VAT registration. If you forget to register for VAT, the Tax Agency can charge output VAT retroactively, and you can lose the right to deduct input VAT in the period.

5. Underrating the director's liability. A director in an ApS has a personal responsibility for the management. Prudent operation, correct bookkeeping and compliance with the Companies Act are the director's obligation, and breach can lead to personal liability for damages.

Conclusion

It is both quick and relatively cheap to form an ApS in Denmark. The most important steps are to get the articles and formation document in place, pay the capital into 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. Remember the ongoing obligations with the annual report, general meeting and updating the register of members and beneficial owners, and involve an accountant for the ongoing tax and accounts.

---

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.