Denmark
Limited Liability Company
K/S Companies

Taxfree Structure

Denmark is a highly developed member state of the EU, and a jurisdiction with a standard level of taxation (the rate of corporate tax in Denmark is 25%), which can in no way be described as a “tax haven”.

At the same time, Danish legislation provides the opportunity of registering and using Danish enterprises with a zero rate of tax. These advantages are enjoyed by enterprises of the K/S type, whose popularity with entrepreneurs increases from year to year.

A kommanditselskab (abbreviated K/S) is the Danish equivalent of the limited partnership.

The K/S is a limited partnership, having no less than two partners. One of the partners is a general partner, (komplementarer in Danish) who have joint and several liability for the debts of the partnership while the other partner(s), Limiited partners (kommanditister in Danish) have limited liability i.e. they are only liable on debts incurred by the firm to the extent of their investments/have.

The registration of a K/S is carried out at the DCCA, the Danish Commerce and Companies Agency;

The general partner of a K/S can be an IVS (Entrepreneur company) with 10€ capital, thus reducing the liability of the K/S to 10€ whereas the limited partner can be an offshore company.

The registration of a Danish K/S presents a fine opportunity of working with a fully tax-exempt entity from a prestigious European country. In this way, the assets or profits of the K/S can, without any additional tax liability, be distributed to the partners. Partners can be

EU or NON-EU physical person
Companies from EU
Offshore companies of any kind.

Taxation

A Danish K/S with foreign partners and which does not carry on business in Denmark is not liable for tax in Denmark.

Under Danish tax law, a K/S is not regarded as a taxable person in its own right (and accordingly, is not required to obtain a taxpayer registration number in Denmark), but the profits derived by a K/S are taxable in the hands of its partners (i.e. the general partner and the limited partner/s) according to their country of residence, in the proportion of their interests in the K/S.

General Information

Company type

K/S

Directors/Officers

Denmark K/S companies require a minimum of 2 Partners, who may be natural persons or corporate bodies from any legal jurisdiction. There is no statutory requirement for a Company Secretary to be appointed.
Each Denmark K/S company must file a Register of its Partners with the Danish Commerce and Companies Agency (DCCA).

Shareholders

The legislation on Danish K/S companies does not consider a status of shareholders.

Authorized share capital

There is no paid up capital in a K/S Company

Company Names

The name of a Denmark K/S company must end with the suffix “K/S”.

Company names containing restricted words such as “Bank”, “Insurance”, “Trust”, etc. will not be permitted unless an appropriate national operating license has been obtained by the company.

Beneficial Ownership information

Information with regard to ultimate beneficial ownership must be disclosed to the Registered Agent of the company in Denmark and is held by the agent on a confidential basis.

Taxation & Filing of Annual Return

K/S is not liable to taxation in Denmark, and if the source of income, partners and a company’s place of management are outside Denmark, K/S is not obliged to submit any declarations to the Denmark’s tax bodies, but should submit annual report to Denmark’s Register of Companies, also signed by the accountant and auditor.

Filing of Financial Statement

Financial Statements must be submitted every year.

Corporate Taxation

Corporate Tax rate for Denmark K/S companies with non-resident partners is 0%.

Tax Treaties

Denmark K/S companies with non-resident partners are not regarded as resident for tax purposes in Denmark and therefore are not entitled to take advantage of international Double Taxation agreements concluded by Denmark with other countries.

Timeframe for incorporation

15/18 working days. A complete set of company documents can be delivered in 8/10 weeks.

Takeover of management & secretarial services for an existing Denmark K/S company

Possible, following verification of Beneficial Ownership and agreement with and discharge of liabilities to previous corporate service provider in Denmark.

Description of incorporation documents

Description of company documents below.

“Ready-made”(“Shelf”) companies

Please contact us to check availability.

Danish K/S
Standard set of Corporate documents

1- Extract (“Sammenskrevet resume”) from the Registrar of Companies (Danish Companies and Commerce Agency), stating the name, the registered address, the names of the Partners and amount of the share capital of the K/S Company, in Danish language.

2 – Articles of Association (VEDTAEGER), signed by the Partners of the Company, in Danish language.

3 – Translation of the both abovementioned documents into English.

4 – Schedule of Partners, a document confirming name and address details of each Partner, as well as amount of interest of each Partner in K/S Company.

5 – Minutes of the First Meeting of Members, a document confirming address of the Registered Office of the K/S Company, as well as stating distribution of the shares of interest between the Partners.

6 – General Power of Attorney, signed by the Nominee Partners; name and surname of the Attorney must be specified at the moment of purchase of the Company.

7 – A seal of the Company.

Remark

The registration of a Danish K/S presents a fine opportunity of working with a fully tax-exempt entity from a prestigious European country.

In this way, the assets or profits of a K/S can, without any additional tax liability, be reflected in its annual financial statements, which can be called up for inspection when incorporating subsidiaries or obtaining a bank loan, for example.

At the same time, income or property shown in the accounts will, under Danish law, be exempt from tax, provided that the optimal corporate structure has been put in place.

A Danish K/S is obliged to have an authorized Danish auditor if it has (at least):

  1. Total assets of DKK 4 million (or Euro equivalent);
  2. Net turnover of DKK 10 million (or Euro equivalent); and
  3. An average number of 10 full-time employees during the financial year.

Should you wish to incorporate a K/S Company in Denmark or request any further information, please do not hesitate to contact us.