DENMARK Law and Practice Contributed by: Simon Milthers, Thomas Bøgedal Kristiansen, Mikkel Friis Rossa and Emil Steenberg, Bech-Bruun
• a private limited liability company ( anpart- selskab , or “ApS”), which requires a mini- mum capital of DKK20,000 (approximately EUR2,680). The Danish Business Authority (DBA) requires a formation fee of DKK670 (approximately EUR90) to be paid for the incorporation of ApS and A/S, respectively. 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 governance structure, while also having a more lenient regulatory framework compared to other Danish limited liability enti- ties. 2.3 Early-Stage Financing Early-stage financing in Denmark is provided by a diverse range of sources, including fam- ily offices, angel investors, venture funds, and government-sponsored institutions such as the Export and Investment Fund of Denmark. On 19 December 2024, a bill to amend paragraph 1, subparagraph 3 of the Danish Companies Act (FT 2024-25, tillæg A, L 71 som fremsat) was adopted, taking effect on 1 January 2025. This new amendment to the Danish Companies Act allows private limited companies to use crowd- funding unless the shares are offered pursuant to the Regulation of the European Parliament and of the Council on European crowdfunding service providers for business or through the fol- lowing types of offerings: • offerings exclusively directed at qualified investors;
• offerings directed at fewer than 150 natural or legal persons per country within the EU/Euro- pean Economic 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. The documentation for these forms of invest- ments is generally flexible, with no mandatory form. However, convertible instruments often need to be adopted in the company’s articles of association. 2.4 Venture Capital Venture capital from Danish and foreign ven- ture capital funds as well as business angels is accessible to start-ups in Denmark, with a par- ticular emphasis on the technology industry. Additionally, capital can be accessed through the Export and Investment Fund of Denmark ( Eksport- og Investeringsfond , or “EIFO”), which is a government-sponsored financial institution. This broad and active landscape of early-stage finance providers also includes family offices and angel investors. Therefore, both home country venture capital and foreign venture capital firms are actively providing financing in Denmark. As the proposed bill on crowdfunding for ApS passed as expected, crowdfunding is – knock on wood – likely to become an increasingly popular financing option for these companies. 2.5 Venture Capital Documentation In Denmark, the creation and agreement of ven- ture 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 formal regulation,
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