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국제법률연구원(ILRI)은 귀사의 성공적인 해외진출을 돕기 위해 현지변호사들과 자체 개발한 온라인 법인설립서비스인 "오이오스(OIOS)" 를 제공하고 있습니다.
Taste different solution. 색다른 해결책을 맛 보세요.
저희는 52개국의 현지 로펌과 제휴한 해외진출지원 서비스를 제공하고 있습니다.
국제법률정보, 해외법인설립, 국제계약 검토, 해외기업 인수합병, 현지법인 운영대행, 번역통역 등과 같은 해외진출 지원이 필요하신 분들의 많은 문의 바랍니다. (참고. http://www.ilri.co.kr/establishment.htm )
본원의 업무사례를 볼 때 전화보다 이메일 상담이 더 효과적이어서 이메일 info@ilri.co.kr 로 무료상담해 드리고 있으며, 전화상담은 유료이니 꼭 참고해 주세요.
국제법률연구원 International Legal Research Institute - Korea.
Tel. [+82] (0)10-5295-0621, (0)2-557-3476 Fax. (0)303-0080-7001
Website. www.ilri.co.kr Email. info@ilri.co.kr
아래에 덴마크 현지의 회사설립(법인설립)과 비자 취득을 위한 정보와 주의사항을 안내합니다.
Nicolai Horten, attorney
Advokatfirma DLA Nordic A/S
Information on setting up a business in Denmark:
1. Minimum capital requirements for incorporation of a company;
2. The documentation required;
3. Visa information for long-term business resident permit, including the documentation required;
4. Processing time for
a. Certificate of Incorporation ("founding documents")
b. Business Registration and
c. Visa;
5. Retainer fee and other expenses and
6. About DLA Nordic.
Please note that questions 1 and 2 are answered collectively, cf. below under "Setting up a Business in Denmark". The question on processing time for the Memorandum of association and the Business Registration is also answered under "Setting up a Business in Denmark".
The question on processing time for visa is answered under "Visa/Work permit", cf. section 2 below.
1. SETTING UP A BUSINESS IN DENMARK
Setting up a business in Denmark can be done within a few weeks with limited administrative cost. The level of requirements and administration depend on the selected corporate structure.
In the following we provide information on the most common corporate structures used for establishing a business in Denmark;
1) A limited company (public (A/S) and private (ApS));
2) A branch office;
3) A representative office and
4) Other corporate structures.
1.1 Limited company
A company can be established either as a public limited company (A/S) or as a private limited company (ApS).
In order to set up a business in a corporate form, one can either establish a company or acquire the shares in an existing company (a shelf company). If the latter is chosen, an extraordinary general meeting will be held immediately after the acquisition changing the management, auditor and articles of association to fit the business. Subsequently, the changes must be filed with the Danish Commerce and Companies Agency (hereinafter “the DCCA”). Setting up a company does not have to take more than a few days once the share capital and required information has been provided.
The share capital (DKK 500,000 for a public limited company and DKK 125,000 for a private limited company) must be fully paid prior to incorporation. Subscription for shares can be in cash or in other assets; in the latter case, an independent expert such as a state authorised accountant must asses and report on the value of the assets.
There are no requirements for the founders, the board of directors or the members of the management board to be residents of Denmark.
a) Public Limited Company (A/S) - minimum share capital DKK 500,000 (EUR 67,115)
The following documents shall be drafted for the incorporation of a public limited company:
- Memorandum of association (to be signed by the founder(s));
- Articles of association (to be signed by the founder(s));
- Minutes of the founding general meeting;
- Register of Shareholders;
- Rules of procedure for the board of directors and
- Application for VAT/tax registration (if relevant).
To be able to draft the above mentioned documents the following information is needed:
a) Name of the company (must differ from other companies' registered with the DCCA);
b) Objective of the company;
c) Share capital of the company – minimum DKK 500,000 (EUR 67,115);
The share capital needs to be deposited at our client account or be deposited on a bank account in the name of the new company with a well-known bank before the company is registered with the DCCA.
d) A Danish address of the company, which cannot be a P.O. address;
e) Rules for binding the company - We need to establish who can officially bind the company. The Danish Companies Act lays down the possibilities of limiting the power to bind the company.
f) Management - full names as well as private addresses and CPR-no. for members of the board of directors and the management board (if not Danish citizens, we need a copy of pass port in stead of CPR-no.).
A public limited company is required to have a board of directors of at least three persons and a management board consisting of at least one person. The board of directors shall ensure proper organisation of the business of the company, while the management board shall be in charge of the day-to-day business of the company following the directions and guidelines provided by the board of directors. A member of the management board cannot be the chairman of the board of directors;
g) Accountants - Name and address of the accountant of the company (if relevant);
h) Financial year - The first financial year can be up to 18 months. Within a group all companies shall have the same financial year. A public limited company must file its full financial report with the DCCA each year, no later than 5 months after the end of the financial year. The financial reports must be audited unless exempt according to the rules on small companies;
i) Interim dividend – An authorisation for distribution of interim dividend can be included in the articles of association, if relevant.
j) Founders - As mentioned above, there are no requirements to the citizenship of the founder(s). If the founder is a foreign company, the certificate of incorporation and documentation on the powers to bind the company is needed.
The list of required information is exclusive of the information needed for the VAT/tax registration.
b) Private Limited Company (ApS) - minimum share capital DKK 125,000 (EUR 16,780)
A private limited company is useful for businesses that have only a few shareholders and that do not seek to raise their capital from a wide circle of investors. Private limited companies cannot have their shares listed on a stock exchange.
The following documents shall be drafted for the incorporation:
- Memorandum of association (to be signed by the founder(s));
- Articles of association (to be signed by the founder(s));
- Register of Shareholders and
- Application for VAT/tax registration.
To be able to draft the above mentioned documents the following information is needed:
a) Name of the company (must differ from other companies' registered with the DCCA):
b) Objective of the company:
c) Share capital of the company – minimum DKK 125,000 (EUR 16,780);
The share capital needs to be deposited at our client account or be deposited on a bank account in the name of the new company with a well-known bank before the company is registered with the DCCA.
d) A Danish address of the company, which cannot be a P.O. address;
e) Rules for binding the company;
We need to establish who can officially bind the company. The Danish Companies Act lays down the possibilities of limiting the power to bind the company.
k) Management - full names as well as private addresses and CPR-no. for members of the board of directors and the management board (if not Danish citizens, we need a copy of pass port in stead of CPR-no.).
A private limited company is not required to have both a board of directors and a management board, but can have either or both. The minimum requirement is at least one member of the management (either the board of directors or management board). If the one tier system is chosen the management has the responsibilities of both the board of directors and the management board.
f) Accountants - Name and address of the accountant of the company, if relevant.
g) Financial year - The first financial year can be up to 18 months. Within a group all companies should have the same financial year. A private limited company must file its full financial report with the DCCA each year, no later than 5 months after the end of the financial year. The financial reports must be audited unless exempt according to the rules on small companies;
h) Interim dividend – An authorisation for distribution of interim dividend can be included in the articles of association, if relevant;
i) Founders - As mentioned above, there are no requirements to the citizenship of the founder(s).
If the founder is a foreign company, the certificate of incorporation and documentation on the powers to bind the company is needed.
The list of required information is exclusive of the information needed for the VAT/tax registration.
c) Approximate timing
Whether you choose a public or private limited company, it can be established within a few weeks of receipt of the necessary documentation.
The founding documents can be drafted when the above mentioned information and documentation have been received by DLA Nordic. When the above mentioned documents have been duly signed and sent to the DCCA, the company will normally be registered within a few weeks ("Business Registration").
1.2 Branch office
A limited company lawfully incorporated in its home country can establish a branch office in Denmark, if a Danish company has the same opportunity in the foreign country. Foreign companies registered in EU/EEA, USA and Australia can register a branch office in Denmark without further notice. Foreign countries of other countries will have to present a declaration of reciprocity.
There are no specific capital requirements for a branch office; however, the foreign company is fully liable for the branch office’s debts and obligations.
The branch office must have a branch manager with a general authorisation to act on behalf of the branch office.
The branch office is not required to prepare audited financial statements, but for tax and VAT purposes the branch office is required to do bookkeeping. Furthermore, the foreign company’s financial reports comprising the financial report of the branch office must be filed with the DCCA.
The branch is subject to taxation in Denmark. Furthermore, if the branch office or the foreign company is subject to withholding tax deducted from income at source, an agent with a venue in Denmark must be registered with the DCCA. The agent must be a Danish natural or legal person and is liable for withholding tax deducted from income at source in payments from the foreign company. [Dette er stadig gældende, jf. selskabsskatteloven § 2, stk. 1, litra a, og kildeskatteloven § 46, stk. 4. Jeg har forhørt mig hos SKAT, der oplyste, at fuldmægtigen stadig registreres hos E&S]
A branch office must have filed an application for registration with the DCCA before initiating its business.
The following information is required for preparation of the application:
a) Full name and private address of the authorised officers of the foreign company;
b) Full name, private address and CPR-no. (if not a Danish citizen, we need a copy of pass port in stead of CPR-no.) of the branch manager;
c) “Basic information” on the foreign company: Name, registered address and country, registration authority and registration number, date of latest articles of association and accounting year;
d) Rules for binding the foreign company;
e) Rules for binding the branch office;
f) Name of the branch office – The name must contain the name of the foreign company, state that it is a branch office (“filial af”) and include the country of the foreign country;
g) Object of the foreign company;
h) Object of the branch office. (The object of the branch shall be compatible with the object of the foreign company.);
i) Capital of the parent company: Currency, subscribed capital, currently paid-up capital and due date, if any, of remaining payment of capital.
The list of required information is exclusive of the information needed for the VAT/tax registration.
The application for registration with the DCCA shall be accompanied by copies of the following original documents:
a) Official proof of the foreign company's legal existence in the home country (certificate of incorporation);
b) Documentation of the persons who are authorized to sign for the foreign company;
c) Memorandum of association of the foreign company;
d) Articles of association of the foreign company;
e) Power of attorney - without limitation - to the branch manager. The power of attorney must be signed by the persons who are authorized to sign for the foreign company;
f) Application for VAT/tax registration and
g) Declaration of reciprocity, if relevant.
Please note that all documents to be enclosed in the application for registration must be translated into Danish by an authorised translator. The cost of such translation can be quite costly.
a) Approximate timing
A branch office can be registered within 2-4 weeks of the above mentioned documentation being received by us.
1.3 Representative office
A representative office will provide the foreign company with a physical presence in Denmark and is normally used in the initial stages of a company’s establishment in the country.
There are no formal requirements for a representative office and such office shall not be registered with the DCCA provided that the only activity of the office is marketing and sales assistance regarding products and services offered by the foreign company. The representative office must not conclude any sales or do any invoicing.
Normally a representative office will not be liable for tax. A representative office in Denmark is defined in accordance with the OECD model tax treaty.
1.4 Other corporate structures
Please note that it is also possible to set up limited partnerships ("K/S") as well as partnerships ("I/S") in Denmark.
2. VISA/WORK AND RESIDENCE PERMIT
An employee from a non-EU country, e.g. South Korea, needs a work and residence permit in order to live and work in Denmark. In general, the rules on such permits are strict.
However, exceptions are made for employees with special qualifications, e.g. engineers and IT-specialists.
The following documentation shall be provided when applying for a work and residence permit:
a) The applicant's valid passport;
b) A passport photo of the applicant (portrait in half-profile, size 35x45 mm., facial features being clear);
c) The applicant's contract of employment (including the applicant's position in the company and terms of the contract, including salary, working hours and the content of the work);
d) A thorough description of the work, including a description of the applicant's educational and professional qualifications;
e) For IT-specialists, the employee has to document that he has fulfilled at least 3 years of University studies on IT.
When applying for a work and residence permit foreign employees must file a special application form.
Please note that foreign employees working in Denmark can apply for a special tax scheme while working in Denmark, provided that several requirements are met. One requirement is that the employee earns a remuneration of DKK 60.100 (approximately EUR 8,000) per month. If all the requirements are met, the employee will pay a flat tax rate of 25 per cent of the remuneration. However, he can only benefit from this special tax scheme for a period of 36 month within 10 years. An employee who meets the requirements has to apply in advance, that is before he enters Denmark, if he wants to be subject to the special tax scheme. We suggest that a tax lawyer is consulted prior to entering Denmark.
The processing time for a work and residence permit is hard to estimate. The Danish Integration Ministry makes a decision as to whether an application can be met when all the information necessary has been received.
3. RETAINER FEE AND OTHER EXPENSES
Provided the legal documents, DLA Nordic is to prepare, are standard documents, the cost excl. of VAT is
- Approximately DKK 10,000 for setting up a public limited company
- Approximately DKK 10,000 for setting up a private limited company
- Approximately DKK 15,000 for setting up a branch office (excl. the cost of translation of documents)
4. ABOUT DLA NORDIC
We can inform that DLA Nordic A/S is one of the largest law firms in Denmark and that we provide legal services to large and medium-sized Danish as well as international companies.
DLA Nordic is part of DLA Piper with 3,200 lawyers located in 24 countries and 63 offices throughout Asia, Europe, the Middle East, the U.S. and Africa, DLA Piper is positioned to help companies with all their legal needs anywhere in the world.
DLA Piper is a relationship-driven business legal services provider built to meet the ongoing legal needs of organisations wherever they choose to do business. This is reflected in the vision: to be the leading global business law firm - delivering quality, value-added services to our clients, globally and locally.
By being a business law firm, we provide a real understanding of the commercial, managerial and personal challenges our clients and their people face every day and their need for competitive advantage. We are different from existing global law firms because:
- We offer a full range of those skills our clients need, day in, day out, in order to successfully develop and implement their strategic and operational objectives whether locally or internationally
- We want long term relationships with our clients so we invest a lot of time in really getting to know them and understanding their needs
- Our lawyers in each of our jurisdictions are fully versed in the legal and cultural nuances of that particular business community and bring to bear the best current thinking and approach, allied to the highest technical skills.
Should you need further information, please do not hesitate to contact us.
For further information please contact International Legal Research Institute - Korea (Telephone + 82 10 5295 0621, e-mail info@ilri.co.kr).
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