Increasing and Reducing Share Capital in a Danish ApS — How It Works
When and how to change the share capital of a Danish private limited company (ApS), including requirements for resolutions, registration and creditors.
Share capital is not fixed. You can increase or reduce it as your company's needs change.
Increasing share capital
Used when the company needs additional funds, a new partner is joining, or debt is being converted into equity.
- A resolution at a general meeting (normally requiring a 2/3 majority).
- Contributions in cash, in kind (assets), or through debt conversion.
- Contributions in kind require a valuation report.
- Registration with the Danish Business Authority within 2 weeks.
Reducing share capital
Used to distribute funds to shareholders, cover losses or transfer funds to a reserve.
- A resolution at a general meeting.
- For distributions to shareholders: notice to creditors with a 4-week deadline.
- Share capital must not fall below the minimum of DKK 40,000.
Common mistakes
- Missing the registration deadline.
- Distributing funds before the creditor deadline has expired.
- Failing to update the register of shareholders and articles of association.
Frequently asked questions
Can I increase share capital without an auditor?
Cash contributions can be handled without one, but contributions in kind require a valuation report.
How much does registration cost?
The Danish Business Authority charges a fee — check the current rate at virk.dk.
Can a capital reduction cover losses?
Yes, and in that case, no notice to creditors is required.
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