Shutting Down a Danish APS Business in Denmark
If a Danish entrepreneur decides to close an ApS company, they must select the appropriate procedure, which primarily depends on the company's financial status. In Denmark, there are five significant types of proceedings and closures available, including:
1. If the company can restructure both its finances and operations, it may file a restructuring petition with the court to prevent bankruptcy proceedings. A restructuring administrator is appointed to oversee the proceedings.
2. A solvent company (with fewer debts than assets) may be liquidated voluntarily based on a statement of shareholders. The company must publicly announce its decision and allow three months for creditors to file claims. A liquidator is appointed to handle the liquidation proceedings, and once the company is liquidated, its shareholders are protected from future claims.
3. If the company is not solvent, bankruptcy proceedings will be initiated, which will lead to its closure.
4. A company may also be voluntarily liquidated, but all debts must be paid before the liquidation. The company's partners must sign a declaration to pay the debts at the time of closing and will be held fully liable if any debts remain or new debts arise. There should also be no claims or lawsuits at the time of the company's liquidation.
- Before closing a company on the basis of a shareholders' statement, all accounting formalities should be completed.
- Declare the VAT for the last period before deregistering the VAT.
- If the company has employees, the last payment must be made and all employees' taxes must be declared. The employer must also be deregistered.
- Notify the tax office when the company will be deregistered from the corporate income tax register, which is usually not the same as the company's closing date. Declare income tax by the last tax day and wait for the tax office to issue a final statement confirming the settlement of VAT and other taxes.
- After obtaining a certificate from the tax office that all debts have been paid, prepare a statement confirming that all debts of the company have been paid and signed by the shareholders. Then, submit a final application for closing the company to the office.
- The final closing of the company will be implemented after the application is submitted, which may take up to two weeks. Make sure that the accounting is closed and check that VAT and employee taxes are declared for the open months.
- Dissolve any totals on Skattekonto, and deregister the company both as an employer and as a VAT payer. File a tax return for the previous tax year on SKAT Erhverv and file a special manual tax return in PDF for the year of closure, or "ophørende selvangivelse."
- Zero out all income tax totals and adjust the tax payments for the current year to match the company's actual income tax for the ending year, and pay the tax.
- Apply for a statement from the tax authority - betalingserklæring - and prepare a statement from the shareholders - betalingserklæring. After receiving the statement from the shareholders and from SKAT, close the company on VIRK.
5. In Denmark, if a company fails to file its annual report by the deadline, the managing director resigns, or the company is due for an audit and the auditor resigns without appointing a new one, the court can order forced dissolution. In such cases, the court will appoint a liquidator to review the company's financial situation. If the company is insolvent, it will be put into bankruptcy proceedings, and if it is solvent, it will be dissolved.