Best Investment & Business Structuring Lawyers in Køge

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

Investment and business structuring law in Denmark covers how companies are formed, reorganized, financed and governed. It also governs cross-border investments and the treatment of assets and liabilities within Danish entities. In Køge, as in the rest of Denmark, common structures include Anpartsselskab (ApS) and Aktieselskab (A/S) used to organize ownership and liability for startups, family businesses and mid-size enterprises.

Køge benefits from its proximity to Copenhagen and Ruta E 20/E 47 corridors, which makes Denmark a popular hub for regional investments and logistics projects. When investing in or restructuring a Køge business, counsel often focuses on corporate form selection, shareholding arrangements, and governance provisions that align with Danish rules and local market practices. A well-planned structure also supports future fundraising, tax efficiency, and regulatory compliance.

Legal counsel in Køge frequently helps with shareholder agreements, intercompany loans, asset transfers, and mechanisms for exit or succession. The aim is to create certainty for investors, lenders and management while staying compliant with Danish corporate and tax law. This guide outlines typical legal considerations and practical steps for residents and business owners in Køge.

Source note: Municipal and national guidance emphasize that Danish corporate structures such as ApS and A/S are common for investment and asset holding in regional hubs like Køge. See official Danish law resources for detailed provisions.

2. Why You May Need a Lawyer

In Køge, specific, real-world scenarios commonly require legal counsel in investment and business structuring. The following examples illustrate concrete needs and outcomes you should expect when you engage a lawyer.

• Starting a Køge-based company as an ApS with minimum capital of 40,000 DKK and drafting a tailored shareholder agreement to allocate founder equity and voting rights.
• Consolidating a Køge engineering firm into a holding structure to enable asset protection and streamlined equity distribution during a growth phase.
• Acquiring a commercial property in Køge for expansion via a Danish SPV, including due diligence, land-use compliance, and loan security documentation.
• Entering an inter-company loan arrangement between a Køge operating company and its Danish or cross-border parent, including transfer pricing considerations and interest terms.
• Implementing a cross-border merger involving a Køge subsidiary, including regulatory filings, employee considerations and integration of accounting systems.

These scenarios require precise drafting, regulatory navigation, and risk assessment to avoid later disputes or compliance problems. An investment and business structuring attorney in Køge can tailor documents to reflect Danish law and local business realities. They can also help coordinate with Denmark’s tax and regulatory authorities when needed.

3. Local Laws Overview

The following laws and regulations are central to Investment & Business Structuring in Køge and across Denmark. They govern formation, governance, accounting, and compliance for companies and investment structures.

Selskabsloven (the Danish Companies Act) governs formation, ownership, governance, and capital structures for ApS and A/S. It sets rules on minimum capital, board composition, shareholder rights, and certain governance procedures. Recent amendments have focused on transparency and governance enhancements across Danish companies, with consolidations available through official legislation portals.

Årsregnskabsloven (the Financial Statements Act) prescribes annual accounting, reporting standards and, where applicable, audit requirements. It distinguishes conditions for small, medium and large enterprises and affects how financials are prepared for investors, lenders and regulators. Compliance is often evaluated during financing rounds or M&A negotiations involving Køge entities.

AML and Beneficial Ownership Provisions (anti-money laundering laws) implement EU directives to deter money laundering and terrorist financing. Danish authorities supervise compliance for financial institutions and many business entities, including investment funds and holding structures. In Køge, this affects how ownership is disclosed and how due diligence is conducted on investors and counterparties.

CVR and Company Registration Provisions (Det Centrale Virksomhedsregister) require accurate registration of companies, ownership, board members and key corporate data. The central register supports transparency for investors and regulators and is used during fundraising and cross-border transactions. Local filings and updates are routinely checked in Køge's business transactions.

Recent changes emphasize corporate transparency, beneficial ownership reporting and cross-border investment controls. Danish authorities continue to align national rules with EU standards and implement supervisory practices through the Danish Financial Supervisory Authority and other agencies. For primary sources of the laws, see the Danish legislation portal and agency pages noted in the resources below.

4. Frequently Asked Questions

What is the minimum share capital for an ApS in Denmark?

The minimum share capital for an ApS is 40,000 Danish kroner. It must be paid in before or at registration and can be contributed as cash or in the form of assets. This requirement helps secure initial capital for startup operations in Køge and elsewhere.

How do I register a new ApS in Køge with the Central Business Register?

You must prepare articles of association, appoint directors and provide shareholder details. The registration is processed through the Danish business authority's channels and the CVR register, which assigns a unique CVR number.

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

ApS is a limited liability company suitable for smaller and mid-size enterprises with lower capital requirements. A/S is typically used for larger ventures with more complex governance and higher capital needs. Both formats require different governance and reporting rules.

How long does it take to form a Danish company in Køge?

Formal formation often takes 1-3 weeks, depending on document readiness, signatories, and whether due diligence is completed. Fast-tracking is sometimes possible if all information is ready for submission.

Do I need a Danish lawyer to form or restructure a company in Køge?

While not legally mandatory, having a Danish lawyer simplifies compliance with Selskabsloven, CVR, and AML rules. A local lawyer can draft shareholder agreements and handle registrations more efficiently.

How much does hiring a corporate structuring lawyer usually cost in Køge?

Fees vary by complexity and scope. Expect engagement fees for initial advice and drafting, plus hourly rates for negotiations and document drafting. Budget 15,000-60,000 DKK for typical structuring projects, excluding taxes and disbursements.

Should I use a holding company to own subsidiaries in Denmark?

A holding structure can simplify asset protection and intercompany financing. It can also affect taxation and reporting requirements, so a lawyer should tailor the model to your goals and cross-border considerations.

What documents are required to transfer shares between founders in Denmark?

Common documents include a share purchase agreement, updated articles of association if needed, board minutes approving the transfer, and a shareholder register update. All changes must be registered with the CVR. Legal counsel helps ensure compliance with all formalities.

Is a board of directors required for a Danish ApS or A/S?

ApS must have at least one board member and one alternate if applicable, depending on the company size. A/S generally requires a board of directors, with additional requirements for larger companies. Governance provisions depend on the company form and size.

Can a Danish ApS hold IP rights and real estate assets?

Yes. An ApS can own IP rights and hold real estate, but doing so requires robust corporate governance and tax planning. Ensure proper licensing agreements and asset register entries to avoid misclassification or tax issues.

What are the steps for a cross-border merger involving a Køge company?

Steps typically include due diligence, drafting a merger plan, regulatory approvals, and alignment of accounting and tax frameworks. Cross-border mergers require careful navigation of EU and Danish corporate laws as well as employment considerations.

Do I need to file annual accounts and what are the key deadlines?

Most Danish companies must file annual accounts under Årsregnskabsloven. Deadlines vary by company size and financial year end, but filings are commonly due within 5-7 months after year end for many entities. Non-compliance can trigger penalties and interest.

5. Additional Resources

• Danish Business Authority (Erhvervsstyrelsen) - oversees company registrations and corporate governance in Denmark
• Danish Financial Supervisory Authority (Finanstilsynet) - supervises financial institutions and AML compliance
• Retsinformation - official Danish legislation portal for accessing laws including Selskabsloven and Årsregnskabsloven

6. Next Steps

1. Define your investment or restructuring goals for Køge, including target corporate form (ApS vs A/S) and capital needs.
2. Identify a local corporate structuring attorney in Køge with experience in ApS/A/S formations and cross-border issues.
3. Collect foundational documents such as founder IDs, proposed share splits, and initial capital plan before consultations.
4. Have a lawyer draft or review articles of association, shareholder agreements and any intercompany loan or tax planning documents.
5. Prepare for registration by confirming directors, owners, and required disclosures in the CVR system.
6. Submit registrations and registrations of changes with Erhvervsstyrelsen and ensure AML and tax compliance are in place.
7. Set up governance and compliance calendars, including annual accounts, board meetings, and reporting deadlines.

Citations and further reading: official Danish law sources and authorities provide detailed guidance on formation, governance, accounting and compliance for Køge based investments and restructurings. For direct access to laws and guidance, refer to Retsinformation and the agency pages above.