New opportunities for private limited companies: Legal changes on the way

A new draft of proposed amendments to the Companies Act from the Danish Business Authority introduces potentially significant changes for small and medium-sized private limited companies (ApS). The proposals are expected to be introduced in November 2024, with the anticipated date for enactment on January 1, 2025.

Proposed Amendments

• Reduction of minimum share capital for ApS from DKK 40,000 to DKK 20,000.
• Revision of the rules governing shareholder loans.
• Opportunity for equity crowdfunding in ApS.

Proposal to reduce minimum share capital for ApS

Currently, the Companies Act mandates a minimum share capital of DKK 40,000 to establish a private limited company. The new proposal seeks to halve this requirement to DKK 20,000, making it easier and more accessible for entrepreneurs and small businesses to establish this company type.

This minimum share capital requirement is also relevant for existing ApS owners, who may consider reducing their company’s share capital. This option could be beneficial if the company needs to offset a deficit.

Proposal to amend rules on shareholder loans 

The draft proposal includes a change to the rule for shareholder loans in the Companies Act.

Presently, companies may only provide loans to shareholders and management members under strict conditions outlined by the Act. With the proposed change, companies would be allowed to freely provide loans to shareholders and management without the current restrictions, potentially unlocking new financing avenues where company assets could be used for personal or business-related purposes for shareholders.

However, it is important to note, that tax regulations concerning shareholder loans remain unchanged, so obtaining proper guidance on this matter will continue to be crucial.

Proposal to allow equity crowdfunding for ApS

Equity crowdfunding enables companies to raise capital by offering shares to the public.

At present, this financing option is only available to public limited companies (A/S), but the proposal would extend this option to private limited companies (ApS) as well, up to a maximum offering limit of EUR 5 million. In some instances, offerings exceeding this limit may also be permitted.

These changes could attract new investment opportunities and simplify the capital-raising process for smaller companies.

Although the bill has not yet been introduced, it may be beneficial to prepare for these potential changes. At Baker Tilly Legal, we offer professional assistance to help you understand how these changes could impact your business and the opportunities they may bring.