A Danish public limited company (A/S) is the most formal and capital-intensive company form under Danish law. It is typically used when the business has greater capital needs, several investors, or specific requirements from banks, partners or authorities. In return, an A/S signals weight, professionalism and stability — both in Denmark and internationally.
Precisely because the demands on capital, formalities and governance are stricter, professional assistance at the formation stage adds significant value.
Capital requirements and contributions
An A/S must have a share capital of at least DKK 400,000. The capital can be raised in two main ways:
Cash contribution
- The capital is paid into an account, typically with a bank.
- The bank issues documentation of the payment, which is used in the formation process.
Contribution in kind (non-cash assets)
- For example contribution of an existing business, real estate, operating assets or intellectual property rights.
- As a rule, this requires a valuation report from an approved auditor confirming that the values correspond at least to the agreed capital amount.
In our advisory work we help you to:
- structure the capital (cash, in kind or a combination),
- clarify the need for any share classes (A/B shares, preference shares etc.),
- coordinate the process between founders, bank and auditor so the formation runs smoothly.
Formalities for incorporating an A/S
Incorporation of an A/S is subject to detailed formalities. The central elements are:
Memorandum of association
- states founders, capital, subscription price, subscription deadline and any special rights,
- describes whether cash or in-kind contributions are made, and on what terms.
Articles of association
- set out the company's name, registered office, purpose, share capital, share classes, governance structure, convening and holding of the general meeting, financial year etc.
The articles are often supplemented by a shareholders' agreement between the owners. It is not a legal requirement, but very important in practice, as it governs issues such as:
- pre-emption rights,
- tag-along and drag-along rights,
- non-compete and loyalty obligations,
- handling of disagreement and exit.
We assist with:
- drafting and tailoring the memorandum and articles to your specific needs,
- ensuring all company law requirements are met,
- advising what belongs in the articles versus a separate shareholders' agreement.
When the documents are ready, the company is registered digitally with the Danish Business Authority, and the necessary attachments are submitted (e.g. bank documentation and any valuation reports).
Management requirements for an A/S
An A/S must have a two-tier governance structure:
- either a board of directors and an executive management, or
- a supervisory board and executive management (the practical main rule is board + executive management).
The starting point under the law is that:
- the board consists of at least three members,
- the executive management handles day-to-day operations,
- the board has overall strategic responsibility and supervises the executive management.
Management must comply with requirements concerning:
- fit-and-proper status (no bankruptcy disqualification etc.),
- sound business management,
- correct handling of capital adequacy and creditor protection.
We advise on:
- selection and composition of the board (owners, external members, skills profile),
- division of roles between board and executive management,
- drafting the signing rule — e.g. whether the company is bound by two board members jointly, by the CEO alone, or in combination.
Ongoing formal requirements
An A/S is subject to strict documentation and reporting requirements. Key examples:
Annual report
- must be prepared under the Danish Financial Statements Act,
- often subject to mandatory audit, depending on the company's size.
General meeting
- ordinary general meeting at least once a year,
- requirements for correct convening, agenda and minutes.
Board work
- regular meetings, minutes, oversight of accounts and risks,
- approval of material dispositions and investments.
Notifications to the Danish Business Authority
- changes to capital, management or articles must be notified and registered,
- beneficial owners must be registered and kept up to date.
At the formation stage we help you establish a practical annual cycle so all these requirements are integrated into daily operations from the start.
Strategic considerations when choosing the A/S
The A/S form can be particularly suitable when:
- there are several independent investors,
- larger capital raises are planned,
- professional partners or authorities require an A/S structure,
- a future listing or larger transactions are being considered.
The aim of our assistance is not merely to get the company registered — but to create a robust and scalable structure that can handle growth, new investors and changing requirements without unnecessarily complex restructurings later on.