The shareholders of an aktieselskab are not liable for the debts of the company.[3] If an A/S is owned by a holding company (typically another A/S or ApS), the profit from the production company can be transferred to the holding company and the two will be taxed as if they were one entity (sambeskatning; joint taxation).
Both an aktieselskab (A/S) and an anpartselskab (ApS) are by definition limited liability companies, the main difference being that only the A/S issues stock. In case of bankruptcy, creditors are not able to pursue claims towards investors who have not personally provided security. Professional credit lenders such as banks will consequently demand security for credit lend to the A/S or ApS since securitized debt are given legal preference compared to unsecured debts.
In case of bankruptcy, if the defaulting party is a production company registered as an A/S or ApS and the production company in turn is owned by a holding company registrered as an A/S or ApS, transactions between the two may be subject to scrutiny by the bobestyrer lawyer and accountant handling the bankruptcy case and transactions between the two companies may be legally undone if the bobestyrer determines that transfers between the two were not based on normal business operations but are believed to be an attempt by the management of the defaulting company of stripping it of assets with the intent to defraud the defaulting company's creditors. This power is vested in Konkursloven [Bankruptcy Law] articles 64-81.[4]
Formation of an aktieselskab
The formation of an aktieselskab requires a number of steps, including the following:[1]
Notification concerning the formation to the Danish Business Authorities.
Registration of the company.
Resolution to form the company at the first general meeting.
Subscription for shares and payment of the share capital. The share capital must be greater than 400,000 DKK.
The signing of a memorandum of association which must contain a draft of the articles of association of the company.
An aktieselskab can only acquire rights or incur obligations as a company when it has been registered at the Danish Commerce and Companies Agency.[2]
Share capital
The share capital registered at the Danish Commerce and Companies Agency must be at least 400,000 DKK.[5] This amount was changed in 2018 from the previous 500,000 DKK. The capital can come from contributions of cash or other assets.[3]
If half of the capital is lost the board of directors must convene a general meeting within six months.[3]
Board of directors
An aktieselskab must have a board of directors consisting of at least three members.[3] Members of the board can be elected for a period of up to four years depending on the articles of association.[3]
The board members are usually elected at the general meeting.[citation needed] The articles of association may confer upon public authorities or any third party the right to appoint one or more members of the board of directors.[3] In companies with an average workforce of over 35 employees during the last three years, the employees are entitled to elect among themselves a number of members of the board of directors equal to half the members of the board of directors elected by the shareholders or appointed by third parties.[6]
See also
Anpartsselskab (ApS), in Denmark a limited liability company that does not issue stock
Aksjeselskap (the corresponding concept in Norway)
