This document discusses different legal structures for company ownership including sole proprietorships, partnerships, and limited liability companies. It notes the personal risks, capital requirements, regulations, and other factors to consider with each structure. It also covers setting up a holding structure, registering a business, authorization requirements, drafting founders/partnership agreements, and key rights and regulations regarding employees.

1. Legal Issues

2. Company Ownership
…how big a risk are you
willing to take, and what are
your ambitions…

3. Company Ownership
• Sole proprietorship
• Partnerships (I/S in DK)
• Limited Liability Company (A/S or
ApS in DK)

4. Sole proprietorship
• Personal risk – personally responsible
• No required startup capital
• Formality-free
• Easy and free to set up
• No audit requirement
• Most businesses start like this

5. Partnership
• Collection of sole proprietors
• Personal and solidaric risk – all for
one, one for all.
• Easy and – almost - free to set up.
• No capital requirements.
• Few regulations.

6. Limited Liability Company
• Aktieselskab (A/S) or Anpartsselskab (ApS)
in DK.
• Limited risk. Your personal fortune is safe.
• Startup equity capital required – DKK
125.000 in ApS and DKK 500.000 in A/S.
• Costs to set up – Attorney and Accountant
• More formalities – contracts, audit, public
access accounts, board required i A/S.
• Easier to sell.

7. Holding Structure
My Business Holding
A/S
MyCompanyBuilding MyNewExperiment
MyFirst Business A/S
ApS ApS

8. Why holding structure?
• Tax issues
• Encapsulating risk and protecting
assets
• Partnerships - ”partly partners”
• Preparing exit
• Preparing for next generation

9. Registration
…fill out 2 pages, send it in,
and you have a business…

10. Registration
• Webreg.dk
• Download 2 pages registration form
• Wait for you CVR-number (1-2
weeks)
• Businesses with expectet turnover of
more than DKK 50.000 per year
must register for VAT (some
exeptions for specific trades).

11. Authorisations
…in general you can just
register and get going, but
there are exeptions…

12. Autohorisations
• Buildings – Municipalitys Technical
Administration
• Waste, noise etc. – Municipalitys
Environmental Control
• Food products – Local Food
Inspection
• Serving alcohol – Chief of Police

13. Founders Agreement
[Partnership Agreement]
…discuss all potential conflicts
while you can still do it on a
rational level…

14. Partnership Agreement
• Name and domicile • Meetings
• Purposes • Authority
• Duraiton of agreement • Separate debts
• Classification and • Books and records
performance by partners
• Accounting
• Contribution
• Division of profits and
• Management of the
losses
partnership
• Dissolution and • Advance draws
termination of the
• Salary
partnership
• Business expenses

15. Partnership Agreement II
• Retirement • Arbitration
• Rights of continuing • Additions, alterations,
partners or modifications
• Death of partner • Notices
• Employee • Headings
management • Governing law
• Release of debts • Entire agreement
• Covenant against
revealing trade secrets
• Additional
contributions

16. Employees
…the administrative job as an
entrepreneur is easy until…

17. Employee Rights
• Employment Contract
• Insurance - permanent occupational
injury
• Salaried Empolyees Act (typically non
production workers)
• Holidays with Pay Act
• Dismissal – written and fair
• Employers Administrative Tasks
– Registration, social security, tax

18. Employment Law
• Working Environment Act
• Holidays With Pay Act
• Equal Treatment Act
• Child Care Leave Act
• Sickness Benefits Act87