Danish start-ups will usually choose the form of the private limited liability company structure (Anpartsselskab). It offers the main advantages of limited shareholder liability as well as a low minimum share capital requirement of DKK 40,000. This entity form is more flexibel than the larger A/S in terms of reporting, management structure, share transfers, and capital structure.
A participation in the Board of Directors or the Supervisory Board is possible. Rights of approval have to be examined in each particular case.
The ApS can be structured monistically or dualistically.
In the monistic structure, the Executive Board (direktionen) is responsible for the day-to-day management and strategy of the company. There is no separate supervisory body other than the Shareholders' Meeting.
In the dualistic structure, a Board of Directors (bestyrelsen) or a Supervisory Board (tilsynsrådets) can be established. These are responsible for supervising the Executive Board. The Board of Directors can give instructions to the Executive Board, but only with regard to strategic decisions.
Participation in both the Board of Directors and the Supervisory Board is possible due to the strict separation from the Executive Board with regard to day-to-day management, if such Executive Board is established. If there are rights of approval for the Board of Directors they must be examined in each particular case.
However, a PE/VC Fund may not participate in the Executive Board.
The information in our toolbox provides managers of private equity or venture capital funds with an initial overview of certain framework conditions in the respective country. It does not provide advice on the law of any country, neither does it substitute such advice. Before taking over a board seat in a portfolio company, it is at all times necessary to seek expert advice. Our team is happy to assist you with all questions at any time.
In collaboration with: Highbridge
Sources: Wegen/Spahlinger/Barth, Gesellschaftsrecht des Auslands 2. EL Januar 2018