SelskabsAdvokaterne have extensive experience and expertise in
legal advice on setting up businesses.
We offer assistance in all legal aspects relating to business
start-up, also in finding the most suitable type of business and
Our services also comprise drafting of relevant documents, such
as memorandum of association, articles of association and rules of
procedure for the Board, contact with public authorities,
protection of trademarks and other intellectual property rights,
marketing efforts and preparation of contracts, e.g. employment and
service contracts, cooperative agreements and terms of sales and
In cases of shared ownership of the business, we will assist in
setting up a shareholders' agreement or other appropriate
In later phases of the start-up, the business may need to
attract venture capital or loan financing. We provide assistance in
sourcing loans and eqioty and in drawing up the necessary investor
agreements and capital investment documents.
Choice of corporate form
The decision on what type of corporate form to choose is
complicated and complex. We offer individual advice based on your
relevant needs and wishes.
The most characteristic feature of a public or private limited
company is that it is the company - and not its owners - that, in
its capacity as a legal entity, is liable to the external
environment. In practical terms, the liability of each equity
stakeholder is limited to his original contribution of capital and
his proportion of any gains not distributed from the company.
Incorporation of private and public limited companies
When setting up a business, restructuring an existing business
or transforming a privately owned business into a company, it is
most often advisable to do so in the form of a private limited
company (anpartsselskab, ApS) or public limited company
anpartsselskab, A/S) as governed by the Danish Companies Act.
At SelskabsAdvokaterne we understand how important it is that
the company is established without undue delay, and our priority is
to ensure that the necessary procedures are carried out efficiently
- without compromising on the quality of our work.
If you have the necessary funds at hand, we can establish your
company or companies online with the Danish Commerce and Companies
Agency from one day to the next. This is often a surprise to
foreigners accustomed to much longer incorporation periods.
At SelskabsAdvokaterne we have extensive experience in the area
and take pride in being able to take the client's specific needs
and wishes into consideration, as determined with our
Rates - Establishing ApS (private limited company) and A/S
(public limited company) - non-Danish owners
If the company's founder is a foreign national, a number of
additional measures will typically need to be taken. Our fee is
normally calculated on the basis of time spent, the hourly
rate ranging from DKK 1.500 - 2.400 excluding VAT. The number
of hours spent and the extent of case handling very much depends on
the complexity of your requirements and what other services you may
need. Based on experence, our indicative fee for this service is
DKK 20.000 excl. VAT.
When establishing a company with non-Danish ownership we need to
have a notarially certified copy of the founding company's original
certificate of registration issued by the relevant foreign
registration authority as well as notarially certified passports of
the lawful representatives of the foreign company. The
documents may need to be translated into Danish. If that is the
case, costs related to the translation will be borne by the client
or added to our bill. We also need a copy of the passport of each
physical individual ultimately owning no less than 25% of the
company to be established. All of this is needed to comply with
mandatory requirements laid down by the Danish authorities.
If the company is formed by a non-Danish individual, Danish
legislation requires that we receive a notarially certified copy of
the individual's original passport.
If there are to be several owners of the Danish company we
recommend that a shareholders' agreement is drawn up between the
owners in connection with the formation of the company.
Advice provided by knowledgeable lawyers
Article: Binding effect of shareholders' agreements
Binding effect of shareholders' agreements
It is customary for shareholders in companies, in Denmark as
well as in other countries, to agree on certain principles
governing their ownership and operation of a company. In the
absence of such an agreement, the relations between the
shareholders are governed by statute and the articles of
association ("AoA") of the company, which are often inadequate in
solving the complex issues and disputes sometimes facing
shareholders....Read full article
Article: Mergers and acquisitions
We offer highly qualified assistance to businesses and investors
in connection with acquisition and divestment of businesses in
Denmark and abroad.
Our services include advice on transfer models and structures,
divestment planning, due diligence surveys, restructuring,
employees' legal position, succession, merger and demerger,
financing the acquisition, handling relations to public authorities
and effecting the transfer of ownership....Read full article