Establishment of business

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Would you like to start a business? Are you aware of the tax issues that may arise?

At SkatteInform, we guide you through the process of starting a business. We focus on the tax-related issues that may arise in the future. Our role is not to establish a company for you but to provide a helping hand to ensure the correct choices are made from the start.

What does our service include?

It is extremely important to know your business idea, your business plan, and which business structure you want to use when starting your company. A poor choice of business structure can often cost you a lot in taxes. Therefore, SkatteInform will guide you through the following three points:

  1. Evaluation of your business idea: We assess the advantages and disadvantages by identifying the risks that may be associated with your industry and situation.
  2. Assessment of budget and business plan: Based on your budget and business plan, we identify potential risks you should be aware of, and how you can stick to your budget and business plan.
  3. Guidance on the choice of business structure: SkatteInform evaluates your choice of business structure and the advantages and disadvantages of your chosen structure, both now and in the future.

Common business structures:

As an entrepreneur, you can start either a sole proprietorship or a capital company.

  • Sole proprietorships, including individual enterprises and partnerships (I/S)
  • Capital companies, including private limited companies (ApS), public limited companies (A/S), and holding companies

Business structures

Sole Proprietorship
This structure is beneficial for those who do not have the capital requirement of at least DKK 40,000. However, the downside is that you, as the owner, are personally liable for all the company’s debts with your entire personal assets.

Partnership (I/S)
If you want multiple owners without a capital requirement from the start, you can opt for a partnership. Here, the owners are jointly and severally liable for the company’s debts, meaning each owner is fully liable for the same debt.

Private Limited Company (ApS)
A private limited company is beneficial for those who do not want to be personally liable for the company's debts. There is a capital requirement of at least DKK 40,000.

Public Limited Company (A/S)
A public limited company is a legal entity where the shareholders are not personally liable with their private assets. There is a capital requirement of at least DKK 400,000 at the time of incorporation, for which the founder is liable until the capital is fully paid in.

Holding Company
A holding company serves as an intermediary between you and your capital company. You own the holding company, and the holding company owns your operating company/capital company.

You can read more about the advantages and disadvantages of the different choices below:

Advantages and Disadvantages of Different Structures

Startup/Formation

Sole Proprietorship/Partnership
Must comply with the following laws and regulations:

  • No requirement for articles of association
  • No minimum capital requirement at startup
  • Decisions are made on an ongoing basis without the need for a general meeting

Private Limited Company/Public Limited Company
Must comply with the following laws and regulations:

  • Requirement for articles of association
  • Minimum capital of DKK 40,000
  • Decisions must be made through a general meeting

Legal Framework

Sole Proprietorship/Partnership
Must comply with the following laws and regulations:

  • Danish Law on Certain Commercial Businesses
  • Minimum Requirement Executive Order
  • The Bookkeeping Act
  • General tax laws, primarily the Personal Tax Act and the Business Tax Act

Private Limited Company/Public Limited Company
Must comply with the following laws and regulations:

  • Danish Companies Act
  • The Bookkeeping Act
  • Danish Financial Statements Act
  • Primarily the Corporation Tax Act and the Capital Gains Tax Act
  • All agreements must be made in writing with the company

Capital Requirements

Sole Proprietorship/Partnership

  • No capital requirement
  • It costs DKK 0 to start a sole proprietorship or partnership

Private Limited Company/Public Limited Company

  • Minimum capital of DKK 40,000 for an ApS
  • Minimum capital of DKK 400,000 for an A/S

Liability

Sole Proprietorship/Partnership

  • Personal and unlimited liability. The entrepreneur is liable with their entire personal assets.

Private Limited Company/Public Limited Company

  • Limited liability. However, personal liability may apply to certain suppliers, such as banks and credit institutions.

Capital Loss

Sole Proprietorship/Partnership

  • No legal requirement

Private Limited Company/Public Limited Company

  • Requirement for a report to restore the company’s capital within six months if more than 50% of the capital is lost

Decision-Making and Management

Sole Proprietorship/Partnership

  • No management requirement
  • If there are multiple owners, decisions are made by more than 50%

Private Limited Company/Public Limited Company

  • Requirement for a director
  • No requirement for a board of directors, although optional
  • General meetings are held to change the board or director

Accounting

Sole Proprietorship/Partnership

  • Must comply with the Bookkeeping Act and Minimum Requirement Executive Order
  • No requirement to submit annual financial statements to public authorities

Private Limited Company/Public Limited Company

  • Must comply with the Financial Statements Act, Bookkeeping Act, and Danish Companies Act
  • Submission of annual report to the Danish Business Authority

Taxation

Sole Proprietorship/Partnership

  • Profits are taxed as personal income
  • Losses can be deducted from the owner's taxable income
  • Option to use the Business Taxation Scheme (VSO)
  • The owner is taxed upon the sale of business assets

Private Limited Company/Public Limited Company

  • Corporate tax at 22%
  • Losses can only be offset against future profits in the company
  • Shareholders are taxed on gains and losses upon the sale of the company/shares or liquidation of the company

Dividends/Withdrawals

Sole Proprietorship/Partnership

  • No restrictions on withdrawals by the owners, except when using the Business Taxation Scheme

Private Limited Company/Public Limited Company

  • Dividends can be distributed to shareholders
  • Owner’s salary may be limited by the company’s financial assets

Interest Income/Expenses

Sole Proprietorship/Partnership

  • Counted as capital income under the Personal Tax Act
  • Counted as personal income if the Business Taxation Scheme (VSO) is used

Private Limited Company/Public Limited Company

  • Included in the company’s taxable income

Loans to the Owner

Sole Proprietorship/Partnership

  • Owners can take out loans from the company
  • Tax consequences may arise when loans are taken under the Business Taxation Scheme

Private Limited Company/Public Limited Company

  • Loans to shareholders are generally prohibited
  • Legal loans require a business rationale
  • Legal loans may lead to double taxation

Future Options

Sole Proprietorship/Partnership

  • Taxable business conversion
  • Tax-free business conversion

Private Limited Company/Public Limited Company

  • Tax-free share exchange
  • Establishment of a holding structure
  • The holding company can sell the subsidiary tax-free

Disclaimer

‍The above information is for guidance purposes only, and we accept no responsibility for decisions made based on this information without prior individual advice. We accept no responsibility for errors or omissions.

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