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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.

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Increasing and Reducing Share Capital in a Danish ApS — How It Works

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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