Best Investment & Business Structuring Lawyers in Copenhagen

1. About Investment & Business Structuring Law in Copenhagen, Denmark

Investment and business structuring in Denmark is governed by a framework that emphasizes clear corporate governance, tax efficiency, and compliance with EU rules. In Copenhagen this means aligning entity formation, holding structures, and cross-border investment with the Danish Companies Act and related regimes. Foreign investors often use Danish ApS or A/S structures to centralize ownership, manage risk, and facilitate group financing.

Key considerations include the choice of entity type, capital requirements, shareholder rights, and reporting duties. Danish law also regulates anti money laundering obligations, beneficial ownership disclosure, and risk-based compliance for financial activities. A Copenhagen based legal counsel can tailor a structure to your business model, whether you are acquiring a Danish subsidiary or establishing a regional holding company.

Understanding the local practice matters: in Denmark, corporate decisions require formal board and shareholder procedures, with emphasis on transparency and accurate bookkeeping. This environment supports predictable corporate governance and investor protection. The Copenhagen market hosts many multinational and Danish firms using sophisticated structuring for tax planning and cross-border investment.

2. Why You May Need a Lawyer

• Setting up an ApS or A/S for a foreign investor requires drafting articles of association, shareholder agreements, and capitalization plans that comply with Selskabsloven.
• You are restructuring a Danish subsidiary through a share for share exchange or capital increase and need precise compliance with corporate governance rules.
• You are negotiating a cross-border M&A in Copenhagen and require detailed guidance on merger steps, minority protections, and regulatory approvals.
• You need to establish a Danish holding company to optimize group financing while meeting anti money laundering and beneficial ownership rules.
• You face transfer pricing and VAT considerations for intra-group transactions and require transfer pricing documentation aligned with Danish and EU rules.
• You plan to launch an investment fund or a private equity vehicle in Denmark and require licensing, fund formation documents, and compliance frameworks.

3. Local Laws Overview

Denmark Selskabsloven (The Danish Companies Act) regulates formation, governance, and dissolution of Danish companies such as ApS and A/S. It sets rules for shareholder meetings, board responsibilities, capital increases, and minority protections. In practice, it shapes day-to-day corporate structuring and long-term investments in Copenhagen.

Hvidvaskloven (Anti-Money Laundering Act) implements EU AML directives and imposes customer due diligence, beneficial ownership disclosure, and ongoing risk assessment for corporate customers. This law is relevant when setting up investment vehicles or financing arrangements in Copenhagen and across Denmark.

Investeringsforeningsloven (Investment Funds Act) governs the formation and operation of Danish investment funds and management companies. It affects fund structuring, retail versus institutional investments, and cross-border distribution from Copenhagen. Recent changes focus on alignment with EU fund framework and investor protections.

According to the Danish Tax Authority, Denmark maintains a 22 percent corporate income tax rate on profits from Danish activities, with exemptions and reliefs for certain intra-group dividends and capital gains under participation rules. skat.dk

Denmark requires robust reporting on beneficial ownership under AML rules, with ongoing compliance and risk-based monitoring for corporate structures. erhvervsstyrelsen.dk

4. Frequently Asked Questions

What is Selskabsloven and what does it cover?

Selskabsloven is the Danish Companies Act governing formation, governance, and dissolution of Danish companies such as ApS and A/S. It covers shareholder rights, board duties, and capital requirements. It is essential for any Danish investment structure involving corporate entities.

How do I form an ApS in Copenhagen Denmark?

To form an ApS, you must file articles of association, appoint management, and ensure a minimum capital of 40,000 DKK. You will also register with the Central Business Register (CVR) through the Danish Business Authority's system.

What is the minimum share capital for a Danish ApS?

The minimum capital for an ApS is currently 40,000 DKK. This requirement supports initial capitalization and risk management for small to mid-size Danish investors.

How long does it take to set up a Danish company in Copenhagen?

With prepared documents, registration in the CVR can occur within a few business days. In practice, allow 1-2 weeks for due diligence, document drafting, and initial board approvals.

Do I need a Danish lawyer to form a company in Copenhagen?

While not legally mandatory, a local lawyer or solicitor helps ensure compliance with Selskabsloven, AML obligations, and cross-border considerations. They speed up processing and reduce risk of missteps.

How much does it cost to hire a corporate lawyer for structuring in Copenhagen?

Costs vary by scope, but expect an initial advisory fee of 5,000-15,000 DKK for a structuring assessment, with full engagements ranging from 50,000 to 300,000 DKK depending on complexity.

What is the difference between ApS and A/S in Denmark?

An ApS is a private limited company with 40,000 DKK capital, while an A/S is a public limited company with 400,000 DKK capital. A/S typically suits larger or more public ventures and involves stricter governance requirements.

Can a Danish company restructure via a share sale or merger?

Yes. Danish law permits share transfers and mergers with shareholder approvals, statutory filings, and sometimes regulator notifications. A lawyer ensures compliance with Selskabsloven and antitrust considerations.

Is there a tax relief for holding company dividends in Denmark?

Denmark offers a participation exemption for dividends and capital gains on qualifying holdings, subject to ownership thresholds and business purpose tests. A tax advisor confirms eligibility based on your structure.

Do cross-border ownership structures require additional reporting in Denmark?

Yes. Cross-border holdings trigger AML, beneficial ownership, and sometimes transfer pricing documentation. Additional disclosures may be required to align with EU and Danish regulations.

What is required to register a Danish holding company for foreign investors?

Registration requires corporate documents, KYC for beneficial owners, and compliance infrastructure for AML. A Danish lawyer can assemble the package and coordinate with authorities.

How should I compare Danish investment structuring options?

Compare by capital needs, governance complexity, tax efficiency, and regulatory burdens. An experienced lawyer can model scenarios for ApS, A/S, and holding structures to meet your goals.

5. Additional Resources

• Erhvervsstyrelsen (Danish Business Authority) - Official regulator for company registration, business environment, and corporate governance in Denmark. erhvervsstyrelsen.dk
• Skat.dk (Danish Tax Authority) - Official source for corporate taxation, tax rates, and rules on dividends and capital gains. skat.dk
• VIRK (Public digital portal) - Self-service portal for Danish businesses to register, file, and manage corporate information. virk.dk

6. Next Steps

1. Define your structuring objective and preferred entity type (ApS vs A/S) based on ownership, financing, and exit plans.
2. Identify Copenhagen based lawyers with expertise in Selskabsloven, AML compliance, and cross-border investments. Request a written scope and fee estimate.
3. Prepare key documents in advance (business plan, ownership structure, proposed governance) to accelerate discussions.
4. Schedule an initial consultation to discuss structure feasibility, tax implications, and regulatory requirements.
5. Obtain a formal engagement letter with milestones, deliverables, and a transparent fee arrangement.
6. Coordinate with the lawyer to draft articles of association, shareholder agreements, and fund/holding documents.
7. Complete registrations with CVR and ensure ongoing AML compliance and reporting obligations are in place.