|Legal||Before you register new company||Decide if you want to hold the shares of the new company in a holding company or directly in your name|
If you as co-founders (who will be owners of new company) want to hold your shares in a holding company and do not yet have one registered, this needs to be done before registration of the new legal entity.
This holding model will probably not be beneficial if you are a sole owner of a company and do not own any other companies. In companies with more than one co-founder/owner, the holding company structure does provide benefits which is why many co-founders chose this option. One benefit is the taxation of dividends if your ownership is above a certain percentage, as you can then get the dividends tax free to your holding company and then decide if you want to pay them out to you (and get taxed) or invest the funds. Remember that holding company incurs some administrative fees as you need to make annual reporting. It can be a good idea to talk to a personal tax advisor before making the decision.
|Legal||Before registering the legal entity||Shareholders' Agreement (SHA) if there is more than one owner. The agreement lists the shareholders' rights and obligations and how the company should operate. As the agreement sets out terms not governed by the Danish Companies Act (Selskabsloven), it is a good idea to prepare and agree on the terms in the SHA before you incorporate the new entity. A lawyer can help you with the SHA.|
|Legal||When you're ready to register the new company||To register the legal entity and receive the CVR number you will need to gather/complete the following (this step is usually handled by a lawyer)|
|Transfer share capital to lawyer's account (min. DKK 40k for ApS)|
|Co-founders' holding company names and cvr numbers|
|Co-founders' copy of passport & proof of home address|
|Have the name of legal entity picked out, if you want to register a commercial name as well you it can be done at the same time|
|Sign decision to incorporate company with articles of association and Shareholders' Agreement|
|Registration in virk.dk (you can also register as employer and for VAT at this step, or separately as described further down in this list)|
|Legal||In connection to setting up the company||Also the following documents are usually completed by a lawyer:|
|Register of shareholders ("Ejerbog")|
|Articles of Association ("Vedtægter")|
|HR legal||Once company is registered||Prepare director's contract for the co-founder(s)|
Directors/co-founders are not covered by the Salaried Employees Act "Funktionærloven" (minimum rules for notice of termination, holiday, maternity/paternity/parental leave etc) nor collective agreements. Therefore, it's important to prepare director's contract that regulate all the aspects of the director's rights and duties.
|Finance||Once company is registered (start preparing before)||Get a bank account (to be registered as Nemkonto)|
It usually take several weeks from start to finish, so it's a good idea to have the material ready so the bank can start the process as soon as you get the cvr number.
The bank usually asks if the account will be the company Nemkonto and give you a document to sign.
|If Danish co-founder(s) gather the following documents:|
1. Scan/photo of your passport
2. Scan/photo of your health card ("sundhedskort")
|If foreign co-founder(s), the bank needs the following information:|
1. A copy of 2 of these:
o Driving license
o National ID card
2. A copy of one document showing their address:
o Tax statement
o A statement from their bank
|Fill in the bank's KYC document (and all the other documents they send your way for additional information and signatures)|
|Admin||Once company is registered||Get NemID and Digital Post|
NemID signature is needed when owners/directors/board members/employees need to identify themselves on behalf of the company (for example when logging into virk.dk, skat.dk) - the company equivalent to your personal NemID. Your company has a duty to work digitally in a number of areas in relation to the public authorities. It requires that you use NemID and set up and use Digital Post on virk.dk.
The person who receives the company's first NemID log ins ("medarbejdersignatur") is automatically appointed as NemID administrator. A NemID administrator can order additional NemID employee signatures/log ins and if needed transfer the administator role to another user.
|You can read more and order your nemid here. It's up to you, but our practical tip would be to chose the option "code file" and save on your computer instead of getting the physical code card, save the file in a cloud based file and you'll have access to it when needed. |
Once you have your NemID you can log into virk.dk and set up Digital Post/Eboks.
|HR legal||Before first employee||Get mandatory occupational injury insurance "arbejdsskadeforsikring"|
It's mandatory to insure your employees against accidents at work and occupational diseases. As an employer, you have the duty to take out the insurance regardless of whether your employees work paid or unpaid, on a full-time ongoing basis or on a temporary contract.
Read more on virksomhedsguiden
|Finance||Depends||Consider if you need Directors and officers liability insurance (Direktions- og bestyrelsesansvarforsikring)|
|Tax||Before first employee |
(or before you pay yourself/co-founder salary)
|Register as an employer |
If you want to hire an employee or if you want to pay yourself salary from the company, you must register as an employer beforehand. You register on virk.dk self-service (log in with your company nemid). If you want to hire an employee or if you want to pay yourself salary from the company, you must register as an employer beforehand. You register on virk.dk self-service (log in with your company nemid).
Direct link to virk.dk self-service.
|Tax||Once your company is registered||Register for VAT |
- so you can deduct VAT on purchases. Having registered, you will of course also have to add VAT on your sales invoices. The registration is done through self-service on virk.dk (NemID log-ins required).
|HR legal||First hire||Be compliant with HR regulation from day one|
Build a HR compliant culture from the start - make sure your contracts & HR procedures are compliant and properly documented.
|Finance||First hire||Understand how much an employee actually costs |
In addition to the monthly salary in an employment contract, remember that you also need to consider additional costs such as accrued vacation, insurance, rent, equipment, benefits like phone/home internet/lunch, software subscriptions, educational budget etc. Not all listed items might lead to additional cost per hire and the costs wil of course depend on the benefits you offer. As a rule of thumb you can calculate with 130-140% actual costs on the gross salary in an employment contract.
|HR Legal||First hire||GDPR compliant procedures set up and followed.|
As part of recruiting and employment you will have sensitive and confidential personal data and hence need to set up GDPR compliant procedures.
Virksomhedsguiden have some notes on the topic, find the link here.
|Finance||Once your company is registered||Get a bookkeeper|
Your time is better spent on developing the business. Having a bookkeeper is of course not a legal requirement but a (really) good recommendation.
Sure, you could learn how to do accounting, VAT, payroll etc. yourself but as with everything new you are learning to do for the first time - it requires time, energy and making mistakes. Since you are in the early stage of running a new business - your time and energy will most likely be better spent on the building the business while letting a professional take care of the accounting. That way you can have peace of mind that your books are legally compliant and deadlines for VAT reporting and payments etc. are completed by deadlines.
|Finance||Before first employee |
(or before you pay yourself/co-founder salary)
|Get payroll software and set up an agreement with Nets for automatic payments|
If you chose to get an external bookkeeper they can easily handle this task for you and make sure everything is set up correctly and reported in time.
|HR legal||First hire||Workplace assessment (arbejdspladsvurdering APV)|
It's a legal requirement that all companies with employees prepare a written workplace assessment (APV) which covers all work environment conditions in the company. In companies with more than 10 employees, the work environment organisation (arbejdsmiljøorganisationen AMO) must participarte in the APV work.
They do random unannounced visits to your office to make sure you are compliant.
Get started here.
|Finance/ HR Legal/ Legal||Once your company is registered||Keep contracts, documents etc. organised|
Create a well organised folder system (for example, in google drive/dropbox) which you then build on and keep organised so you know where everything can be found. Always be "due diligence ready" and be compliant in keeping your system in place - it will always take longer to gather those documents at a later stage.
|Finance/ HR Legal/ Legal||Depends||Use effectivity tools|
Use the tools available for smoother and more effective backoffice. For example we use;
Pleo - smart company credit card that makes accounting a lot smoother (Founders is a happy investor and customer)
Zenegy - payroll and registering of vacation, sick leave, hours (for hourly employees), milage and expense reports
Hellosign - electronic signature through email or Penneo if the signatures need be with NemID
Roger.ai - payment of invoices
|Finance||Depends||Consider getting an auditor|
You will most likely not be legally obliged to have your annual statement audited for the first years of operations. However, some companies chose to get an auditor to get a 'quality stamp' on their financials which can be useful when raising new funding or loan, and also to get auditor's advice on compliance and structure matters.