DENMARK Law and Practice Contributed by: Simon Milthers, Thomas Bøgedal Kristiansen, Mikkel Friis Rossa and Emil Steenberg, Bech-Bruun
2.4 Venture Capital Venture capital from Danish and foreign venture capi- tal funds as well as business angels is accessible to start-ups in Denmark, with a particular emphasis on the technology industry. Additionally, capital can be accessed through the Export and Investment Fund of Denmark ( Eksport- og Investeringsfond ), which is a government-sponsored financial institution. This broad and active landscape of early-stage finance providers also includes fam- ily offices and angel investors. Therefore, both home country venture capital and foreign venture capital firms are actively providing financing in Denmark. 2.5 Venture Capital Documentation In Denmark, the creation and agreement of venture capital documentation is typically left to the discretion of the involved parties, as there are no mandatory or centralised standards in place. Despite this lack of for- mal regulation, the industry has seen the development of certain standards, particularly among experienced participants. Furthermore, there is a noticeable trend towards adopting international standards, particularly when international investors hold a significant amount of shares. 2.6 Change of Corporate Form or Migration Danish start-ups generally retain their original cor- porate form and jurisdiction as they progress in their development. Most start-ups are established as an ApS, owing to the flexibility in corporate governance and the relatively less stringent regulatory require- ments. They typically remain under Danish jurisdic- tion and maintain this corporate structure until cer- tain events necessitate a change. Such events might include initiating an IPO, engaging in a crowdfunding campaign, or other specific circumstances that require a transition to a different corporate form or jurisdiction. Consequently, although start-ups usually stick to their initial corporate form and jurisdiction, they may alter these aspects when they reach significant milestones or make strategic decisions.
The Danish Business Authority (DBA) requires a for- mation fee of DKK670 (approximately EUR90) to be paid for the incorporation of an ApS and A/S, respec- tively. 2.2 Type of Entity Forming a private limited liability company (an ApS) is often suggested to entrepreneurs because it ensures no personal liability, has the lowest initial capital requirement and the most flexible corporate gov- ernance structure, while also having a more lenient regulatory framework compared to the public limited liability company (an A/S), making it ideal for start-ups. 2.3 Early-Stage Financing Early-stage financing in Denmark is provided by a diverse range of sources, including family offices, angel investors, venture funds, and government- sponsored institutions such as the Export and Invest- ment Fund of Denmark. Since 1 January 2025, Danish private limited com- panies have been allowed to offer shares to the pub- lic via crowdfunding, when the shares are offered in accordance with the Regulation of the European Par- liament and of the Council on European crowdfunding service providers for business or through the following types of offerings: • offerings exclusively directed at qualified investors; • offerings directed at fewer than 150 natural or legal persons per country within the EU/European Eco- nomic Area (EEA) countries, who are not qualified investors; • offerings where the nominal value per unit amounts to at least EUR100,000; or • offerings directed at investors who acquire shares for a total of at least EUR100,000 per investor for each separate offer. Private limited companies cannot list their shares on regulated markets or multilateral trading facilities. The documentation for these forms of investments is generally flexible, with no mandatory form. However, convertible instruments often need to be adopted in the company’s articles of association.
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