Forming an ApS: the documents and steps you need in 2026

Forming a private limited company (ApS) is one of the most popular choices for entrepreneurs and self-employed people in Denmark. You get limited personal liability, professional credibility and flexibility to grow. But the formation process requires the right documents and that you follow the Companies Act's requirements. This guide reviews each step.

What is an ApS?

A private limited company (ApS) is a separate legal entity that is liable with its own capital. That means:

• You are not personally liable for the company's debt (with certain exceptions, for example a personal guarantee)
• The company pays corporation tax (22%) on the profit
• You can have one or more shareholders
• There is a minimum requirement for the share capital of DKK 20,000

An ApS is well suited to freelancers, entrepreneurs and SMEs who want to separate their personal finances from their business finances.

What does it cost to form 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 (not mandatory for a cash formation) and any legal assistance

You can form the ApS yourself digitally via virk.dk, and then you only pay the registration fee.

The most important documents at formation

1. Formation document

The formation document is the formal document that marks the company's creation. It must, among other things, contain:

• The company's name and address
• The size of the share capital (at least DKK 20,000) and the subscription price
• The names and addresses of the founders
• The date of the articles
• The date of the start of the company's financial year
• Information on any special rights
• A statement of whether the capital contribution is in cash or in kind (assets)

The formation document is signed by all founders and forms the basis for the registration with the Business Authority.

2. Articles of association

The articles are the company's constitution, that is the overall rules for how the company is run. The Companies Act sets minimum requirements for the content:

The articles must as a minimum contain:

• The company's name and any secondary names
• The company's purpose
• The size of the share capital
• The nominal value of the shares
• The management structure (executive management and any board)
• The rules on the general meeting
• The company's financial year

Optional but recommended provisions:

• A right of pre-emption on a sale of shares
• Consent requirements for the transfer of shares
• A dividend policy
• A requirement for a qualified majority for special decisions

3. Register of members

From day one, the company must keep a register of members showing:

• Who owns shares in the company
• How many shares they own
• When the shares were acquired

The register is not public but must be made available to public authorities on request. It is the management's responsibility to keep it correctly.

4. General-meeting minutes

Every general meeting must be minuted, and the minutes are evidence of what was decided.

5. Owners' agreement (shareholders' agreement)

If you are more than one shareholder, it is strongly recommended to enter into an owners' agreement (shareholders' agreement). The agreement governs the relationship between the shareholders and is a separate document from the articles. It is not public and not binding on the company.

An owners' agreement typically deals with:

• The purchase and sale of shares
• What happens if an owner wants to leave the company
• The dividend policy
• Non-compete clauses between the owners

Step by step: how to form your ApS

Step 1: choose a company name

Check that the name is available and cannot be confused with existing companies or trademarks. The name must contain "ApS" or "anpartsselskab".

Step 2: draw up the articles and formation document

Use a template or a lawyer to draw up the articles. The documents must meet the Companies Act's requirements.

Step 3: pay in the share capital

At least DKK 20,000 must be paid in. This can be done:

• In cash to a bank account opened for the purpose
• As a contribution in kind (assets other than money), which requires a valuation report from an auditor

Step 4: register at virk.dk

Go to virk.dk and choose to register a new business. Upload the formation document and the articles, state the shareholders and management, and pay the registration fee. For a simple ApS, the registration often happens automatically and quickly, and you then receive a CVR number.

Step 5: open a business account

The company must have its own bank account separate from your personal finances. Contact your bank with the CVR number and the formation documents.

Step 6: register for the relevant schemes

Depending on your business, you may need to register for:

• VAT (mandatory if the VAT-liable turnover exceeds DKK 50,000 within 12 months)
• Employer matters (if you hire)
• Import registration (if you import goods from countries outside the EU)

The registrations are done via virk.dk.

Management structure: board or executive management?

For an ApS, you can choose:

Executive management alone (the simplest model): One or more directors run the company. Suitable for companies with few owners.

Board and executive management: The board has the overall strategic responsibility, and the executive management has the day-to-day. It is not required for an ApS but can be an advantage for larger companies or with external capital.

What is the difference between an ApS and an IVS?

The IVS (entrepreneurial company) no longer exists as a company form. The option to form an IVS was abolished in 2019, and existing IVS companies had to be converted (typically to an ApS). An ApS requires at least DKK 20,000 in capital.

Ongoing obligations after formation

Once the company is formed, there are ongoing duties:

• Annual report: Filed with the Business Authority at the latest 5 months after the end of the financial year for most companies
• General meeting: The ordinary general meeting must be held in good enough time that the annual report can be filed within the deadline, that is within the 5 months
• Register of members: Updated on any change in ownership
• Beneficial owners and CVR information: Updated on changes in ownership, name, address and management

Frequently asked questions

Can one person form an ApS?

Yes. You can be both the sole owner and the sole director of your ApS.

Do I need an auditor to form an ApS?

No, an auditor is not mandatory for a formation with a cash contribution. You do, however, need an auditor if you contribute assets in kind, to confirm the value.

Can I form an ApS if I am registered with RKI?

Yes. Registration with RKI (a private register of bad debtors) is not in itself a bar to forming, owning or being a director of an ApS. What prevents you from being a director is if you are subject to a bankruptcy disqualification or under guardianship with removal of legal capacity.

What is the difference between the articles and an owners' agreement?

The articles are public and govern the company externally. An owners' agreement is private and governs the relationship between the shareholders. Both documents are important.

Can the articles be changed after formation?

Yes, but an amendment to the articles requires adoption at the general meeting, typically with a 2/3 majority of both the votes and the capital.

Conclusion

Forming an ApS requires relatively few documents, but it is important to do it right from the start. The formation document, the articles and the register of members are the three central documents, and for companies with several owners an owners' agreement is decisive to avoid conflicts. Use well-crafted templates, follow the Business Authority's guidance, 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 for advice on your specific situation.