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Transforming a Danish Sole Proprietorship into an APS Company

Deciding to convert your sole proprietorship into a Danish limited liability company (ApS) may have various reasons, but it’s often because you want to limit your liability. Before making the switch, it’s crucial to confirm that your business is suitable for a limited liability structure. If you choose to proceed, you have two options for the conversion process.

Option 1 – „tax-free” conversion

If your business has considerable value, it's advisable to opt for a tax-free conversion. This involves treating the conversion of a sole proprietorship into an ApS as a sale of the sole proprietorship's assets, including machinery, goodwill, equipment, and liabilities to a new ApS. If the sole proprietorship has a high value, such as significant revenue and a large customer base, the profit from the sale of the ApS business would be substantial. This profit may come from the sale of equipment, machinery, and customers. To calculate the total profit from "selling" the sole proprietorship to a new ApS, you must also assess the value of your customers.

You need an auditor to make a tax-free conversion

The primary responsibility of an auditor is to assess the value of the company and provide an appropriate statement. They will also handle the ApS registration process for the conversion of a sole proprietorship to a Danish Ltd. In the case of a tax-free conversion, your future tax liability will be deducted from the profit you obtained from the „sale” of the ApS business, which is based on the goodwill assessed by the auditor. The cost of hiring an auditor for a tax-free conversion typically ranges from DKK 5,000 to 20,000 plus VAT, depending on the complexity of the company.

So why is this type of conversion called „tax-free”?

The term "tax-free conversion" can be misleading because you are still required to pay taxes on the conversion to the IRS. Instead, it would be more accurate to describe it as a "tax-deferred conversion." By using the tax-free conversion rules, you can postpone paying taxes until the day you sell your shares in the new ApS. Therefore, in reality, the conversion is not truly "tax-free." Rather, it allows you to defer paying taxes until a later date.

Option 2 – Taxable conversion

If your business has minimal or no value, it would be more appropriate to choose a taxable conversion. When a sole proprietorship is sold to an ApS, there may be little to no gain from the sale. Consequently, the tax on the sale of a sole proprietorship to an ApS is likely to be zero or very low. For small sole proprietorships, a taxable conversion is more beneficial than a tax-free conversion option, which can be costly (usually ranging from DKK 5,000-20,000 + VAT).

Sole proprietorship’ value

The value of a business is the amount that someone would be willing to pay for it, but since buyers may not always be available, value assumptions need to be made. When evaluating the value of a business, the focus is usually on the difference between its assets and liabilities. Assets may include items such as machinery, deposits, equipment, cash, receivables from customers, and bank deposits, while liabilities may refer to debts, loans, credits, and other similar items. The value of most of these components is typically visible on the balance sheet. However, for items such as machinery and equipment, their present value needs to be evaluated.

Goodwill is usually not valued on the balance sheet. This is because when you started your sole proprietorship, there was no customer base initially. Over time, you built up goodwill in the context of a customer base that is not considered an asset on the balance sheet. Therefore, the value of the customer base is a significant factor when converting to an ApS. If a company’s customer base has zero value on the balance sheet, you will be taxed on the entire value of the customer base when converting to a Danish private limited company. This is because the customer base is considered to have been sold to the new ApS. In cases where a customer base was acquired in the past, the difference between the current value of the customer base and the value on the balance sheet may be considered. In any event, determining the current value of the customer base is critical before converting to an ApS.

How to determine the value of a company’s customer base?

When calculating the value of your company, it is necessary to include not only machinery, liabilities, and equipment, but also the value of your customer base. There are no specific regulations on how to calculate the value of a business. In the case of converting a sole proprietorship to an ApS, where you are both the seller and the buyer, the sale price needs to be documented in some manner.

There are five general methods available to document the value of your business:

  1. Use the most commonly used valuation methods in your industry.
  2. Use the tax office's guidelines.
  3. Use your own method for determining the value.
  4. Consider an offer from an unrelated person interested in buying the company.
  5. Hire a professional to provide a valuation.

Option 1: Use the most commonly used valuation methods in your industry

If your industry has commonly used valuation methods to determine the value of your business, including the value of your customer base, you may want to consider using them. However, it is essential to ensure that everything is documented appropriately. This option is often applicable for professionals such as doctors, law firms, dentists, auditors, and real estate agents. Nevertheless, it is important to note that not all industries have the appropriate valuation methods for determining business value.

Option 2: Use the tax office’s guidelines

The IRS has released a set of guidelines for determining the estimated value of your company's customer base. As a result, you can use the IRS estimate of your company's value and combine it with your other assets and liabilities to calculate your company's overall value.

Option 3: Use your own way

Estimating the value of your company's customer base using your own method can be problematic, particularly if your calculations differ significantly from the industry or IRS guidelines. In the worst-case scenario, you may be required to pay taxes on a value that the IRS later estimates, resulting in additional expenses. To mitigate the risk, you can apply to the tax office for approval of your valuation before the conversion process. However, this approach could increase the processing time by several months, even though it reduces the uncertainty.

Option 4: Use an offer from an unrelated person who wants to buy your company

If you have received an actual offer from an unrelated person who is interested in buying your company, you may use this offer to determine the value of your company.

Option 5: Get a valuation done by a professional

Another option to determine the value of your company is to engage a professional such as an auditor or company broker to provide a valuation. They can assist you in assessing the worth of your company's assets, liabilities, and customer base to determine the company's overall value.

Calculating goodwill according to tax office guidelines

To utilize the IRS's guidelines for calculating goodwill, you need to include the profit of the past three years for a sole proprietorship in the calculation.

It's important to keep in mind that there are two types of profits.

  1. Profit calculated based on tax regulations: This type of profit is calculated in accordance with the tax regulations that apply in your country. It considers factors such as tax deductions, exemptions, and credits.
  2. Profit calculated based on accounting principles: This type of profit is calculated in accordance with generally accepted accounting principles (GAAP). It considers factors such as revenue, expenses, and depreciation.

Typically, the profit calculated based on accounting principles should be used for determining goodwill. However, for smaller sole proprietorships that only prepare an annual report based on tax rules, the profit calculated based on tax regulations may be used instead. In either case, the calculation of goodwill is based on the profit of the last three years before interest and taxes, which is referred to as "Resultat før renter" in Danish.

If the calculations are being done in 2021, the following issues will need to be taken into consideration:

  1. The profit before interest and taxes in 2020.
  2. The profit before interest and taxes in 2019.
  3. The profit before interest and taxes in 2018.

After obtaining the profit figures for the last three years, the next step is to adjust the profit in each year based on various factors. These factors may include:

  1. Removing an associate's salary that is no longer included as an expense in the profit.
  2. Removing the depreciation made on previously acquired assets.
  3. Removing any extraordinary amount, such as large one-time losses or gains, that may have affected the profit figure.

After adjusting the profit figures for each of the three years, the result is referred to as the adjusted profit for each year. The next step is to calculate the average profit of these three regulated profits, with the most recent year being given more weight than the oldest year. This average profit figure is then used to determine the goodwill value of the business.

To calculate the weighted average profit, the three years of adjusted profit are multiplied by individual weighting factors and then divided by six. The weighting factors typically give more weight to the most recent year and less weight to the older years. This method ensures that the average profit reflects the current financial status of the business.

  1. Regulated profit in 2020 x 3
  2. Regulated profit in 2019 x 2
  3. Regulated profit in 2018 x 1

To calculate the average profit for the year, we add up the profits from 2018, 2019, and 2020, and then divide the sum by 6. We will refer to this average profit as "profit" for the following calculations. If the profit grew from 2018 to 2019 and 2020, we add 50% of the growth to the result. Then, we deduct the salary for a sole proprietor, which is 50% of the remaining result, but not less than DKK 250,000 and not more than DKK 1,000,000. Next, we subtract 3% of the value of assets (excluding goodwill purchased in the past) from the remaining result. To arrive at the final result, we need to adjust for future expectations by considering the life expectancy of customers, which is usually 7 years. We multiply the remaining score by a factor of 2.83 to estimate the goodwill.

When can a „tax-free” conversion be made?

The tax-free conversion becomes effective on January 1 of the year. You are allowed to make a tax-free conversion up to six months before January 1, which means that you can make a tax-free conversion between January 1 and June 30 of each year, and it will be effective on January 1 of the same year, even retroactively.

Legal and practical differences between a sole proprietorship and an ApS in Denmark

A Danish sole proprietorship (enkeltmandsvirksomhed) and a private limited company (Anpartsselskab, ApS) are taxed and regulated very differently. Understanding these differences is essential before you decide to convert your business structure.

Legal status and liability

A sole proprietorship is not a separate legal entity. The owner and the business are legally the same, which means:

An ApS is a separate legal entity regulated by the Danish Companies Act (Selskabsloven). The company itself owns the assets and is responsible for the liabilities. As a rule:

Taxation of profits

In a sole proprietorship, all profits are taxed as your personal income. The profit is included in your personal tax return and is subject to:

You can use the business taxation schemes (virksomhedsordningen or kapitalafkastordningen) to smooth taxation and deduct interest more efficiently, but the profit is still ultimately taxed as personal income.

An ApS is taxed as a separate taxpayer. The company pays:

As the owner, you are only taxed personally when you take money out of the company as salary or dividends:

This separation allows you to leave part of the profit in the ApS at 22% corporate tax and control the timing and form of payouts to yourself.

Social security, pension and owner’s remuneration

In a sole proprietorship you are considered self‑employed. You do not receive a salary from your business and you are not covered by the same employment protections as employees. You must arrange your own pension contributions and insurance, and you pay social contributions mainly through the general tax system and AM-bidrag.

In an ApS you can be employed by your own company as a director or employee. This means:

Capital requirements and financing

A sole proprietorship has no minimum capital requirement. You can start with very limited funds, and there is no legal distinction between your private and business money.

An ApS must have a minimum share capital of DKK 40,000. This can be paid in cash or, under specific conditions, contributed as non‑cash assets (apportindskud) such as equipment, inventory or receivables, based on a valuation and documentation that meet Danish company law and tax rules.

Banks and other lenders often view an ApS as more formal and stable, but they frequently require personal guarantees from the owner, especially for smaller companies. This can partly offset the limited liability in practice, so the exact financing structure should be considered before conversion.

Administration, reporting and accounting

A sole proprietorship has relatively simple administrative requirements:

An ApS is subject to stricter rules:

This higher administrative burden is one of the main practical differences and costs of operating as an ApS compared to a sole proprietorship.

Ownership, succession and sale of the business

A sole proprietorship cannot have multiple owners. The business is tied directly to you as a person. Bringing in partners usually requires changing the legal form, and selling the business often involves selling individual assets and customer relationships rather than “shares”. Taxation on a sale is calculated directly in your personal tax situation.

An ApS can have one or more shareholders, and ownership is represented by shares (anparter). This offers several advantages:

The tax treatment of a future sale is also different. Gains on shares can be taxed as share income or, if held through a holding company and certain conditions are met, may be tax‑exempt at the holding company level. This is a key strategic consideration when planning long‑term ownership and exit.

Risk management and asset protection

Because a sole proprietorship exposes all your personal assets to business risk, it is often less suitable for activities with higher financial or legal risk, significant borrowing, or long‑term contractual obligations.

An ApS allows you to ring‑fence business risk within the company. While personal guarantees and management liability rules still matter, the basic structure is designed to protect your private wealth and to separate business decisions from your personal finances. This is often a decisive factor when a business grows, hires employees or enters into larger contracts.

In summary, the move from a sole proprietorship to an ApS in Denmark changes how you are taxed, how you are protected legally, how you can raise capital and how you can plan for growth and eventual sale. The right choice depends on your current risk level, profit expectations, financing needs and long‑term plans for the business.

Step‑by‑step process of converting a sole proprietorship into an ApS

Converting a Danish sole proprietorship (enkeltmandsvirksomhed) into a private limited company (ApS) can be done either as a tax‑free business transfer (skattefri virksomhedsomdannelse) or as a taxable transfer. The legal steps are similar in both cases, but the tax‑free route is subject to strict conditions and deadlines. Below is a practical, chronological overview of the process.

1. Decide on the conversion model and timing

Before you start, you need to decide whether you will transfer the business tax‑free or as a taxable sale to the ApS. This choice affects:

For a tax‑free conversion, the transfer must generally take effect from the beginning of your income year (for most sole proprietors this is 1 January), and the formalities must be completed within the statutory deadline for submitting your personal tax return for that year. Missing this timing usually means the conversion will be treated as taxable.

2. Map the existing business and check eligibility

Next, you should review the current structure of your sole proprietorship to confirm that it can be converted and to identify any obstacles. In particular, you should:

For a tax‑free conversion, all assets and liabilities that are part of the business must be transferred to the ApS as a whole; you cannot pick and choose only selected items.

3. Determine the value of the business and the future share capital

The next step is to determine the value of the sole proprietorship as a going concern. This value will form the basis for the share capital and any share premium in the new ApS. You must:

The contribution can be made as cash, as non‑cash assets (apportindskud), or a combination. If you contribute assets instead of cash, a valuation statement from a state‑authorised or registered public accountant is normally required under the Danish Companies Act, documenting that the value of the contributed assets at least equals the nominal share capital.

4. Prepare the conversion and incorporation documents

Once you have the valuation and opening balance, you can prepare the legal documents needed to establish the ApS and document the transfer. Typically, these include:

For a tax‑free conversion, the documentation must also show that all statutory conditions are met, including continuity of values for tax purposes and transfer of the entire business.

5. Register the ApS with the Danish Business Authority

The ApS must be registered with the Danish Business Authority (Erhvervsstyrelsen) via the online system. In the registration, you must provide:

Once the registration is approved, the ApS receives a new CVR number. From this point, the ApS is a separate legal entity, and new contracts and obligations should be entered into in the name of the ApS, not the sole proprietor.

6. Transfer assets, liabilities and contracts to the ApS

After the ApS is registered, the practical transfer of the business must be implemented. This includes:

In many cases, banks and landlords will require new agreements or guarantees when the business is moved from a sole proprietorship to an ApS, because the legal debtor changes.

7. Update VAT, tax and payroll registrations

The sole proprietorship and the ApS are separate taxable entities. You must therefore:

For a tax‑free conversion, there is continuity for tax purposes, but in practice you still need to handle the change of CVR number and ensure that reporting periods are correctly split between the sole proprietorship and the ApS.

8. Adjust accounting systems and internal procedures

The ApS must keep separate accounts and comply with the Danish Financial Statements Act and the Companies Act. This means you should:

Even if the ApS is small and exempt from statutory audit, you must still prepare annual financial statements and file them with the Danish Business Authority within the applicable deadlines.

9. Close down or keep the sole proprietorship dormant

Once all activities, assets and liabilities have been transferred, you should decide whether to close the sole proprietorship or keep it dormant. Typically, you will:

For a tax‑free conversion, the tax position of the sole proprietorship is effectively continued in the ApS, but you still need to complete the formal closure or dormancy of the old registration.

10. Monitor post‑conversion obligations and restrictions

After the conversion, there may be ongoing obligations and restrictions, especially if you chose a tax‑free conversion. You should:

A well‑planned and correctly executed conversion reduces the risk of unexpected taxation, problems with banks and suppliers, and issues with the Danish Tax Agency. Professional advice from an accountant familiar with Danish rules is strongly recommended before you decide on the exact structure and timing of the conversion.

Required documentation and typical timeline for the conversion

Converting a Danish sole proprietorship (enkeltmandsvirksomhed) into a private limited company (ApS) requires a clear set of documents and a realistic understanding of the timeline. Proper preparation significantly reduces the risk of delays with the Danish Business Authority (Erhvervsstyrelsen) and the Danish Tax Agency (Skattestyrelsen).

Key documents you typically need

Exact documentation can vary depending on whether you carry out a “tax‑free” conversion under the Danish Tax Assessment Act (ligningsloven) or a taxable transfer, but in practice the core package is similar:

Typical timeline for converting into an ApS

The total duration depends on how well your accounts are prepared, whether you contribute cash or assets, and how quickly external parties (bank, accountant, lawyer) respond. For a straightforward conversion, the process often looks as follows:

1. Preparation and planning (1–3 weeks)

In the preparation phase you and your adviser clarify the structure and tax model of the conversion:

If your bookkeeping is up to date and the business is relatively simple, this phase can be completed within about one week. More complex structures, several bank loans or large asset portfolios typically extend the preparation to two or three weeks.

2. Financial statements and valuation (1–2 weeks)

Next, your accountant prepares the closing balance sheet and any required valuation reports:

For smaller businesses with clean records, this can often be done within one week. If the valuation is complex or if historical bookkeeping needs correction, expect closer to two weeks.

3. Drafting company documents and bank arrangements (about 1 week)

Once the numbers are ready, the legal and practical framework of the ApS is set up:

Bank processing times vary. Some banks can issue the capital confirmation within a few days; others may take longer, especially if they require enhanced KYC checks for foreign owners or complex structures.

4. Registration with the Danish Business Authority (typically a few days)

When all documents are ready, the ApS is registered digitally via Virk.dk with Erhvervsstyrelsen:

In uncomplicated cases, the ApS is usually registered and assigned a CVR‑number within a few business days. If Erhvervsstyrelsen requests clarifications or additional documentation, the process can be extended.

5. Tax, VAT and employee registration (1–2 weeks after CVR)

After the ApS is registered, you must ensure that all tax and reporting registrations are updated:

Most registrations with Skattestyrelsen are done online and can be completed within a few days, but allow one to two weeks to handle all practical follow‑up and confirmations.

6. Closing or de‑registering the sole proprietorship

Once the ApS is fully operational and all activities have been transferred, the sole proprietorship can be de‑registered:

In practice, the entire conversion process from initial planning to full implementation often takes between four and eight weeks for a typical small or medium‑sized Danish business. With good preparation, clear documentation and close coordination between you, your accountant, your bank and (if involved) your lawyer, it is possible to stay at the lower end of this range and minimise disruption to daily operations.

Minimum share capital and ways to contribute assets instead of cash

The minimum share capital for a Danish private limited company (ApS) is currently DKK 40,000. This amount does not have to be paid entirely in cash. When you convert a sole proprietorship into an ApS, part or all of the share capital can be contributed in the form of business assets, provided that they are properly valued and documented.

In practice, you can choose between three main approaches:

Cash contribution to the ApS

The simplest option is to deposit DKK 40,000 (or more) in cash. The bank issues a confirmation that the share capital has been paid in, and this document is used when registering the ApS with the Danish Business Authority (Erhvervsstyrelsen). After registration, the company can freely use the funds for business purposes, as long as it remains solvent and complies with company law.

Contributing assets instead of cash

Instead of paying the entire amount in cash, you can use the assets of your sole proprietorship as a contribution in kind. Typical assets that can be used as share capital include:

To use assets as capital, the total fair market value of the contributed assets must be at least DKK 40,000. If the value of the assets is lower, you can combine them with a smaller cash contribution to reach the minimum.

Valuation and auditor’s statement

When you contribute assets instead of cash, Danish company law requires a formal valuation. In most cases this means:

The valuation report and the auditor’s statement must be submitted to the Danish Business Authority as part of the incorporation documents. This is particularly important when goodwill or other intangible assets are used, as the tax authorities and Erhvervsstyrelsen pay close attention to whether such values are realistic and properly justified.

Which assets cannot be used as share capital?

Not all items in your sole proprietorship can be used as capital in the ApS. For example:

Liabilities such as bank loans, supplier debts or tax arrears also cannot count as capital. They can be transferred to the ApS as part of the overall conversion, but they reduce the company’s equity instead of increasing it.

Net asset value and equity after conversion

When you convert a sole proprietorship into an ApS using assets, the key figure is the net asset value of the business: the total value of assets minus the total value of liabilities that are transferred to the company. For the ApS to meet the minimum capital requirement, the net asset value at the time of incorporation must be at least DKK 40,000.

If your business assets are worth DKK 150,000 and you transfer liabilities of DKK 120,000, the net contribution is DKK 30,000. In that case, you would need to add at least DKK 10,000 in cash to reach the minimum share capital of DKK 40,000.

Practical steps when contributing assets

In a typical conversion where assets are used as share capital, the process includes:

  1. Preparing an updated balance sheet for the sole proprietorship with fair market values
  2. Selecting which assets and liabilities will be transferred to the ApS
  3. Engaging an auditor to prepare the valuation report and capital contribution statement
  4. Drafting the articles of association and incorporation documents, specifying that the capital is contributed in kind
  5. Registering the ApS with Erhvervsstyrelsen and submitting all required documentation

Careful planning of the capital structure at the conversion stage helps avoid later problems with undercapitalisation, negative equity and difficulties in obtaining bank financing. In many cases, combining a modest cash contribution with selected business assets gives a flexible and tax‑efficient way to meet the DKK 40,000 requirement when moving from a sole proprietorship to an ApS.

Impact of the conversion on VAT registration and reporting obligations

When you convert a Danish sole proprietorship (enkeltmandsvirksomhed) into an ApS, the business continues to be treated as the same VAT‑registered activity for most practical purposes. However, the legal VAT registrant changes from you personally (your CPR number) to the ApS (its CVR number), and this triggers several formal steps and deadlines.

New VAT registration for the ApS

The ApS must be registered for VAT with the Danish Business Authority and the Danish Tax Agency before it starts VAT‑liable activities. In practice, you should apply for VAT registration of the ApS at the same time as you register the company, so that there is no gap in VAT coverage between the sole proprietorship and the ApS.

Once registered, the ApS receives its own CVR number and VAT number. All future invoices, contracts and accounting records must use the ApS details, not your personal name and CPR number. The VAT registration of the sole proprietorship is then closed as of the effective conversion date.

Closing the VAT account of the sole proprietorship

On the date of conversion, you must prepare a final VAT return for the sole proprietorship. This return should include:

The final VAT period for the sole proprietorship ends on the day before the ApS takes over as VAT‑liable entity. You must file this final VAT return within the normal deadline that applies to your reporting frequency (monthly, quarterly or half‑yearly) and pay any outstanding VAT due.

VAT treatment of assets and inventory transferred to the ApS

In a tax‑free business conversion, the transfer of assets and liabilities from the sole proprietorship to the ApS is generally treated as a transfer of a going concern for VAT purposes. When the conditions for a transfer of a going concern are met, the transfer is outside the scope of VAT, meaning you do not charge VAT on the assets and inventory you move into the ApS.

However, you must still consider whether previous input VAT deductions on fixed assets need to be adjusted. Denmark applies a VAT adjustment period for certain assets (for example, real estate and larger investments). If the use of an asset changes after the conversion (for instance, from fully VAT‑liable to partly exempt activities), you may be required to adjust previously deducted input VAT over the remaining adjustment period.

VAT registration thresholds and voluntary registration

The general Danish VAT registration threshold applies equally to sole proprietorships and ApS companies. If your annual VAT‑liable turnover exceeds DKK 50,000 within a 12‑month period, the ApS must be VAT‑registered. Most businesses converting from a sole proprietorship are already above this threshold, so the ApS will normally be registered from the start.

If your turnover is below the threshold but you were voluntarily registered for VAT as a sole proprietor, you can choose to register the ApS voluntarily as well. This allows the company to deduct input VAT on its costs, but also obliges it to charge VAT on its sales and comply with all reporting and bookkeeping requirements.

VAT reporting frequency after conversion

VAT reporting frequency is determined by the expected annual turnover of the ApS, not by the historical turnover of the sole proprietorship. As a rule of thumb:

The Danish Tax Agency assigns a reporting frequency when the ApS is registered. If the expected turnover of the ApS differs significantly from that of the sole proprietorship, your VAT reporting frequency may change after the conversion. This affects your cash flow, because VAT must be paid and reported more or less often depending on the frequency.

Invoicing, VAT numbers and bookkeeping

From the conversion date, all new invoices must be issued in the name of the ApS, with its CVR/VAT number and registered address. You may not continue to use invoice templates, stationery or e‑invoicing profiles that show the sole proprietorship’s details.

Your bookkeeping system must clearly separate:

This separation is important for VAT audits, as the tax authorities may review periods before and after the conversion independently. All VAT documentation (invoices, receipts, contracts, bank statements and accounting records) must be stored for at least five years, regardless of the conversion.

Ongoing VAT obligations of the ApS

After the conversion, the ApS assumes all standard Danish VAT obligations. This includes:

If the business carries out VAT‑exempt activities (for example, certain financial or health‑related services), the ApS must calculate and apply a pro‑rata deduction for input VAT, just as the sole proprietorship would have done. The conversion itself does not change whether an activity is VAT‑exempt or VAT‑liable; it only changes the legal form of the entity carrying it out.

Special considerations for EU trade and digital reporting

If the sole proprietorship was registered for EU trade (for example, for intra‑EU supplies of goods or services), the ApS must obtain its own registrations and update any EU VAT databases with the new company details. The ApS will use its CVR/VAT number for:

All digital reporting, including VAT returns and EU sales listings, must be submitted under the ApS login and authorisations in TastSelv Erhverv. Existing authorisations granted to your accountant or bookkeeper for the sole proprietorship need to be renewed or extended for the ApS.

Practical steps to ensure a smooth VAT transition

To avoid VAT issues when converting to an ApS, it is advisable to:

Handled correctly, the conversion from a sole proprietorship to an ApS does not increase your overall VAT burden. The main impact lies in the formal change of VAT registrant, the need for a final VAT settlement for the sole proprietorship and the establishment of clean, compliant VAT procedures under the new ApS structure.

Treatment of existing business loans, leases and other liabilities in the new ApS

When you convert a Danish sole proprietorship (enkeltmandsvirksomhed) into an ApS, one of the most sensitive areas is how existing loans, leases and other liabilities are handled. In a legal sense, the ApS is a new company with its own CVR number and separate liability, so you cannot simply “move” debts without following specific steps and obtaining the right approvals.

Who is legally responsible for existing debts?

In a sole proprietorship, you are personally and unlimitedly liable for all business obligations. After the conversion, the ApS is in principle only liable with its own assets, while your personal liability is limited to the share capital you have contributed (minimum DKK 40,000).

However, liabilities created before the conversion do not automatically become the ApS’ responsibility. Unless they are properly transferred and accepted by the creditor, you remain personally liable for them, even if the ApS continues the same business.

Assignment or takeover of loans and credit facilities

Most business loans, overdrafts and credit lines are based on contracts between you personally and the bank or finance provider. To move them to the ApS, you normally need:

Banks in Denmark will usually reassess the credit risk of the new ApS. They may require:

In practice, this means that even after the conversion you may still have a personal guarantee for the ApS’ loans, but the legal debtor on the loan agreement is the ApS, not you personally. This distinction is important for risk management and future negotiations with the bank.

Leases and rental agreements (premises, cars, equipment)

Leases and rental contracts are usually signed in your personal name when you operate as a sole proprietor. When you form an ApS, you have three main options:

  1. Transfer the lease to the ApS – the landlord or leasing company signs an addendum or a new contract where the ApS becomes the tenant or lessee. Many landlords will require a personal guarantee from you for a transition period.
  2. Keep the lease personally and sublease to the ApS – you remain the contractual tenant, and the ApS pays you rent. This can be relevant if the landlord does not accept a transfer, but it may have tax implications and should be structured carefully.
  3. Terminate and sign a new lease in the ApS – sometimes the cleanest solution, but you must consider notice periods, possible penalties and the risk of losing favourable terms.

For car and equipment leases, leasing companies often allow a transfer to the ApS if the payment history is good and the ApS has adequate capital. They may charge a transfer fee and again request a personal guarantee.

Trade payables and other operating liabilities

Short‑term liabilities such as supplier invoices, outstanding VAT, holiday pay obligations and other operating debts can usually be transferred to the ApS as part of the conversion, especially in a tax‑free transfer of business (skattefri virksomhedsomdannelse). The typical approach is:

It is still important to inform key suppliers and partners that the debtor has changed from you personally to the ApS, and to update contracts, framework agreements and payment terms accordingly.

Personal guarantees and collateral after conversion

Even if loans and leases are successfully moved to the ApS, existing personal guarantees do not disappear automatically. You must negotiate with each creditor if you want to limit or remove your personal guarantees. In many cases, Danish banks and leasing companies will insist on maintaining a personal guarantee for some years, particularly if:

If you have pledged personal assets (for example, a mortgage on your private home securing business debt), this security will also remain in place unless the bank explicitly releases it. The conversion to an ApS does not by itself change these arrangements.

Tax aspects of transferring liabilities

From a tax perspective, the transfer of liabilities must follow the rules for either a tax‑free or a taxable conversion. In a tax‑free conversion, all assets and liabilities that belong to the business are normally taken over by the ApS at their existing tax values. This includes:

If some liabilities are kept personally (for example, a private loan you used partly for business), the split between private and business parts must be documented. Incorrect allocation can lead to unexpected taxation, for example if the ApS is seen as receiving a taxable benefit or if interest deductions are limited on your personal tax return.

Practical checklist before conversion

Before you formally convert to an ApS, it is advisable to:

Handled correctly, the conversion allows you to ring‑fence future business risk inside the ApS while managing existing liabilities in a controlled and tax‑efficient way. Poor planning, on the other hand, can leave you with unnecessary personal exposure and contractual complications long after the new company has been formed.

How employees, employment contracts and holiday pay are transferred to the ApS

When you convert a Danish sole proprietorship (enkeltmandsvirksomhed) into an ApS, your employees do not “start from scratch”. As a rule, the employment relationships continue on unchanged terms, and the new ApS simply steps into your place as employer. The key is to handle contracts, holiday pay and registrations correctly so there is no break in rights or obligations.

Automatic transfer of employees to the ApS

In most conversions, the transfer of employees is treated as a transfer of undertaking. This means:

You cannot use the conversion to unilaterally worsen key employment terms such as salary, working time or notice periods. If you want to change conditions, you must follow the normal rules for contractual changes and notice.

Employment contracts and documentation

Employees who work on average at least 3 hours per week over a reference period of 4 weeks must have a written employment contract. When you move to an ApS, you should:

It is usually sufficient to issue an addendum stating that as of a specific date, the ApS takes over all rights and obligations under the existing contract. Keep signed copies for your payroll and HR records.

Holiday pay and accrued entitlements

Under the Danish Holiday Act (Ferieloven), employees earn 2.08 days of paid holiday per month of employment, corresponding to 25 days per holiday year. When converting to an ApS:

If you use FerieKonto or a private holiday fund, you must ensure that reporting continues correctly under the ApS’ CVR number. For employees with ongoing salary during holidays, the ApS simply continues to pay salary as before, with the same holiday balance and rates.

Handling holiday pay in different employment setups

The way holiday pay is handled depends on the employee’s scheme:

In the opening balance sheet of the ApS, you should recognise a provision for all accrued holiday pay and holiday supplements. This affects the valuation of the sole proprietorship and the equity of the new ApS, but does not reduce employees’ rights.

Collective agreements and special employment conditions

If your employees are covered by a collective agreement (overenskomst), the ApS normally becomes bound by the same agreement when it takes over the business. This means:

Before conversion, review whether your business is bound by a collective agreement directly or through membership of an employers’ organisation. If you change organisation or membership status in connection with the conversion, seek advice to avoid unintentionally breaching collective bargaining obligations.

Registration as employer and payroll setup in the ApS

The ApS must be registered as an employer with the Danish Business Authority and the Danish Tax Agency. You must:

Employees keep their existing tax cards (skattekort). You simply report A-tax and AM-bidrag under the ApS instead of the sole proprietorship. Reporting deadlines for A-tax and AM-bidrag depend on your company’s size and are typically monthly, with payment due shortly after the end of the reporting period.

Liability for historical obligations

When employees move to the ApS, the company becomes liable for:

As the former sole proprietor, you may still be personally liable for obligations that arose before the conversion, depending on how the transfer is structured and documented. It is important that the transfer agreement between you and the ApS clearly states which employee-related liabilities the ApS takes over and how they are valued.

Informing employees about the conversion

Although there is no formal requirement for a long consultation process in a small business, transparent communication is crucial. In practice, you should:

Clear communication reduces uncertainty, helps retain staff and demonstrates that you are handling the conversion professionally and in line with Danish employment law.

Impact on social security, pension schemes and owner’s personal benefits

When you convert a Danish sole proprietorship (enkeltmandsvirksomhed) into an ApS, the way you are treated for social security, pension and personal benefits changes fundamentally. You move from being taxed purely as self‑employed to being both a shareholder and, in most cases, an employee of your own company. This opens new planning opportunities, but also creates new compliance obligations.

Social security and ATP contributions

Denmark does not have a separate “self‑employed social security system” comparable to many other countries. As a sole proprietor, you pay labour market contributions (AM‑bidrag) and income tax on your business profit, but you are not on a payroll and you do not pay employer contributions for yourself.

After converting to an ApS, you will normally be employed by your company and receive a salary. This has several consequences:

Your rights to public benefits such as sickness benefits (sygedagpenge), maternity/paternity benefits and unemployment benefits (if you are a member of an A‑kasse and meet the conditions) are then based on your salary and employment status in the ApS, not on business profit.

Pension schemes: from private contributions to employer pension

As a sole proprietor, pension contributions are typically made as private payments, possibly with tax deduction within the general rules for private pension schemes. After the conversion, you can structure pension savings in several ways:

The optimal structure depends on your age, expected income level and whether you are already covered by collective agreements or existing pension schemes from other employment. It is often beneficial to coordinate the ApS pension scheme with your private pension planning to avoid hitting annual deduction limits and to ensure the right balance between taxed and untaxed savings.

Owner’s salary, dividends and personal tax position

In a sole proprietorship, all business profit is taxed as personal income, subject to AM‑bidrag and progressive income tax rates, including municipal, health and church tax where applicable, plus state tax at higher income levels. After converting to an ApS, you can split your remuneration into salary and dividends:

By combining salary and dividends, you can often achieve a more efficient overall tax position than as a sole proprietor, while still maintaining or improving your social security and pension coverage. However, excessive use of dividends with a very low salary can weaken your social protection and may be challenged by the tax authorities if it does not reflect the actual work you perform.

Holiday pay, sickness and other employment‑related benefits

As a sole proprietor, you do not earn statutory holiday pay from your own business, and you are not protected by the Holiday Act in relation to yourself. After the conversion, you can be covered by the same rules as other employees:

Structuring your employment contract with the ApS carefully is crucial. It should clearly define salary, pension, holiday rights, notice periods and any fringe benefits, both to satisfy legal requirements and to support your position in case of disputes with authorities or other stakeholders.

Unemployment insurance and owner‑managers

Membership of an unemployment insurance fund (A‑kasse) is voluntary in Denmark, but many business owners choose it to protect against loss of income. As a sole proprietor, qualifying for unemployment benefits can be challenging, because you must effectively stop your business activity.

After converting to an ApS, you may still be considered self‑employed by the A‑kasse if you control the company, even if you are on the payroll. Whether you qualify as “employee” or “self‑employed” for unemployment purposes depends on factors such as ownership share, voting rights and whether you can dismiss yourself. This assessment is made by the A‑kasse, not by the tax authorities.

If unemployment protection is important to you, it is advisable to clarify your status with your A‑kasse before or immediately after the conversion and to structure ownership and management roles in the ApS accordingly.

Practical planning tips when converting

To make the most of the new structure from a social security, pension and benefits perspective, consider the following when planning the conversion:

A well‑planned conversion not only limits tax risks, but can significantly improve your long‑term pension savings, social protection and overall financial security compared to continuing as a sole proprietor.

Banking and financing considerations when moving from sole proprietorship to ApS

When you convert a Danish sole proprietorship (enkeltmandsvirksomhed) into a private limited company (ApS), your relationship with banks and other financiers changes significantly. The legal separation between you and the company, the way risk is assessed and the documentation banks require will all be different from what you are used to as a sole trader.

Opening a new business account for the ApS

An ApS must have its own bank account in the company’s name. You cannot continue to use the private or sole proprietorship account once the activity is transferred. Danish banks will typically require:

In practice, you often need a bank account already at the time of incorporation to pay in the minimum share capital of 40,000 DKK. Some banks are cautious with new small ApS companies, so it is wise to start the dialogue early and be prepared for a detailed assessment of your business model and personal finances.

Share capital and documentation of capital contribution

The minimum share capital for an ApS is 40,000 DKK. You can contribute this as cash, as non-cash assets (apportindskud) or as a combination. From a banking and financing perspective, the key points are:

Personal liability, guarantees and collateral

As a sole proprietor you are personally liable for all business debts. After conversion to an ApS, the company is in principle liable only up to its share capital and equity. However, Danish banks almost always require personal guarantees from owners of small ApS companies, especially when:

In practice this means that even though the ApS provides legal protection, your personal guarantee may still be required for overdrafts, loans, leasing agreements and corporate credit cards. Over time, if the ApS builds solid equity, stable earnings and positive cash flow, you can negotiate to reduce or remove personal guarantees.

Transferring existing loans, overdrafts and leasing agreements

Existing financing in your sole proprietorship does not automatically move to the ApS. Each agreement must be reviewed and, if possible, transferred or replaced. Typical scenarios include:

It is important to coordinate the timing so that financing is in place on the day of conversion. Otherwise, you risk temporary loss of access to your overdraft or payment solutions, which can create liquidity problems.

Credit assessment of the new ApS

When you run a sole proprietorship, banks and credit agencies primarily assess you as a private individual. After conversion, they look at both the company and you as the owner. Key factors for the bank’s credit assessment include:

Initially, the ApS will not have its own credit history. Banks therefore put significant weight on your personal track record and the quality of your accounting and documentation. Clean, timely bookkeeping and transparent financial reporting make it easier to obtain and maintain financing on favourable terms.

Cash flow management and owner’s withdrawals

In a sole proprietorship you can freely withdraw money for private use, as all funds legally belong to you. In an ApS, company money belongs to the company. This has direct consequences for liquidity and how banks view your account movements:

From a financing perspective, a clear separation between company and private finances, predictable salary levels and a dividend policy aligned with the company’s profitability will strengthen your position with the bank.

Working capital, credit lines and guarantees

Many businesses need flexible financing for working capital, such as an overdraft or revolving credit facility. When you convert to an ApS, consider whether your existing limits are still appropriate. Banks will look at:

If your business issues performance guarantees, bid bonds or other bank guarantees, these must usually be reissued in the name of the ApS. The bank may require collateral or adjust fees based on the new company’s financial strength.

Merchant services, payment solutions and foreign currency accounts

If you accept card payments or online payments, your acquiring agreements (e.g. with Nets or other providers) and payment gateway contracts must be updated to reflect the ApS as the legal entity. In some cases, providers will perform a new risk assessment similar to a bank’s credit check.

For companies with international customers or suppliers, it may be relevant to open foreign currency accounts (e.g. EUR, USD, SEK). Banks will assess transaction volumes, counterparties and compliance risks before offering such accounts, and they may require more detailed documentation for cross‑border payments.

Practical steps to prepare for banking discussions

To make the transition smoother and strengthen your negotiating position with banks and financiers, it is helpful to prepare:

Well‑prepared documentation and a clear explanation of why you are converting to an ApS (for example, risk limitation, growth, attracting investors or employees) increase the likelihood of obtaining the banking services and financing your company needs on acceptable terms.

Typical mistakes and risks when converting to an ApS (and how to avoid them)

Converting a Danish sole proprietorship (enkeltmandsvirksomhed) into an ApS is generally straightforward, but a number of recurring mistakes can lead to unexpected tax, legal and practical problems. Below we outline the most common risks and how to avoid them in practice.

1. Incorrect or missing valuation of the sole proprietorship

One of the most frequent errors is using an unrealistic value for the business when contributing it as capital to the ApS. If the value of assets, customer base and goodwill is not documented properly, the Danish Business Authority (Erhvervsstyrelsen) or the Danish Tax Agency (Skattestyrelsen) may challenge the conversion.

Typical issues include:

To avoid this, prepare a detailed valuation and opening balance sheet, ideally with assistance from a state‑authorised public accountant (statsautoriseret revisor) or registered public accountant (registreret revisor). Make sure the valuation is consistent with the rules for “tax‑free” conversion and with the minimum share capital requirement of 40,000 DKK for an ApS.

2. Mixing personal and company finances after conversion

Many owners continue to treat the ApS as if it were still a sole proprietorship, which undermines the limited liability and creates tax risks. Typical mistakes are:

After conversion, the ApS is a separate legal entity. You should open a dedicated business bank account for the ApS, register the company correctly with the bank, and ensure that all owner withdrawals are booked either as salary (subject to A‑tax and AM‑bidrag), dividends (subject to 27%/42% dividend tax thresholds) or properly documented shareholder loans in line with Danish tax rules on shareholder‑related transactions.

3. Ignoring tax consequences of “tax‑free” vs taxable conversion

Choosing the wrong conversion model can trigger unnecessary tax. A “tax‑free” conversion under Danish tax rules requires that specific conditions are met, including continuity of ownership and transfer of all assets and liabilities at tax values. Common mistakes include:

If the conditions are not fulfilled, the conversion may be treated as a taxable sale of the business, leading to taxation of any hidden reserves and goodwill. Before deciding, prepare tax calculations for both a “tax‑free” and a taxable conversion, and document the chosen model in the conversion documents and in your tax files.

4. Overlooking VAT registration and reporting changes

Another common risk is assuming that the VAT (moms) registration of the sole proprietorship automatically carries over to the ApS. In reality, the ApS must have its own CVR number and its own VAT registration.

Typical problems include:

To avoid penalties and interest, ensure that the ApS is correctly registered for VAT with the Danish Business Authority and Skattestyrelsen before it starts invoicing. Update invoice templates, accounting systems and online payment solutions so that the correct CVR and VAT details are used from day one.

5. Not transferring contracts, leases and loans correctly

Many business relationships are based on contracts signed by the sole proprietor personally. When converting to an ApS, these agreements do not automatically move to the company. Risks include:

Review all significant contracts, including leases, supplier agreements, customer framework agreements, bank loans and insurance policies. Obtain written consent or novation agreements where necessary so that the ApS becomes the contracting party. Clarify with your bank whether existing credit facilities can be transferred or must be renegotiated, and whether personal guarantees will still be required.

6. Incorrect handling of employees and holiday pay

If the sole proprietorship has employees, their employment relationships must be transferred correctly to the ApS. Common mistakes are:

In practice, the ApS takes over all rights and obligations towards employees. Ensure that employees receive written information about the new employer, that accrued holiday pay is correctly recognised in the opening balance sheet, and that all payroll registrations are updated so that A‑tax, AM‑bidrag and labour market contributions are reported under the ApS CVR number.

7. Underestimating ongoing compliance and reporting duties

Running an ApS involves stricter formal requirements than a sole proprietorship. Typical oversights include:

Missing reporting deadlines can lead to fines and, in serious cases, compulsory dissolution of the company. Set up a compliance calendar covering annual report filing, corporate tax return deadlines, VAT reporting, and corporate governance obligations. Many owners choose to have an accountant handle these tasks to reduce the risk of errors.

8. Misunderstanding the scope of limited liability

Some owners assume that converting to an ApS fully shields them from all personal risk. In reality, Danish law still allows personal liability in several situations, for example:

Before conversion, review existing guarantees and consider whether they are still necessary. After conversion, avoid informal shareholder loans and ensure that any distributions from the ApS comply with Danish company law and that the company remains solvent after distributions.

9. Poor planning of owner remuneration and taxation

Another frequent mistake is not planning how the owner will be paid from the ApS. Without a plan, the owner may end up with an inefficient mix of salary and dividends or with undocumented withdrawals that are reclassified as taxable income.

Key considerations include:

Prepare a remuneration strategy that fits your income needs and tax position. Coordinate with your accountant so that salary, dividends and any benefits are properly documented and reported.

10. Incomplete or incorrect documentation of the conversion

Finally, many problems arise simply because the legal and accounting documentation of the conversion is incomplete. Missing or poorly drafted documents make it difficult to prove that the conversion was carried out correctly for both company law and tax purposes.

At a minimum, you should ensure that the following are properly prepared and filed:

Keep all documents and calculations related to the conversion for the statutory retention period so that you can respond to any future questions from authorities, banks or investors.

By addressing these typical mistakes in advance and working with a Danish accountant who understands both tax and company law, you can convert your sole proprietorship into an ApS in a way that is tax‑efficient, compliant and attractive for future growth and financing.

Tax implications when selling or closing the ApS in the future after conversion

When you convert a Danish sole proprietorship into an ApS, you are also changing how a future sale or closure of the business will be taxed. Planning this already at the conversion stage can save substantial tax later and avoid unpleasant surprises.

Selling shares in the ApS vs. selling the business assets

After the conversion, you normally have two main exit routes:

These two options are taxed very differently and often lead to very different net proceeds for you as the owner.

Taxation when you sell your ApS shares as a private person

If you own the ApS privately (not through a holding company), a sale of shares is taxed as share income (aktieindkomst). In Denmark, share income is taxed progressively:

The taxable gain is calculated as the selling price minus your tax basis in the shares. The tax basis will typically be:

If the conversion from sole proprietorship to ApS was made as a so‑called “tax-free” conversion, the tax basis in the shares is usually equal to the tax value of the business transferred at the time of conversion. This can have a major impact on your future taxable gain when you sell the shares.

Using a holding company to optimise taxation

If your ApS is owned by a Danish holding company, the tax rules are different. Gains on so‑called subsidiary shares (datterselskabsaktier) and group shares are generally tax‑exempt at the holding company level, provided that:

This means that the holding company can often sell the operating ApS tax‑free and reinvest the proceeds. Tax is then only triggered when you as a private person take money out of the holding company as dividends or salary. This structure is frequently used in Denmark to plan for a future sale already at the time of conversion.

Taxation when the ApS sells its business assets

If instead of selling the shares you sell the assets inside the ApS, the ApS will be taxed on any gains as normal corporate income. The corporate income tax rate in Denmark is 22%.

Typical taxable gains inside the ApS include:

After the ApS has paid 22% corporate tax on the gains, the remaining after‑tax profit can be distributed to you as dividends. Dividends to private individuals are also taxed as share income at 27%/42% (with the same thresholds as for share gains). This often leads to a higher total tax burden than a direct share sale, which is why buyers and sellers frequently negotiate whether the transaction should be structured as a share deal or an asset deal.

Closing the ApS – liquidation and payout of remaining funds

If you decide to close the ApS instead of selling it, there are two main ways:

In both cases, the tax principle is similar: the ApS is first taxed on any gains realised when assets are sold or written up to market value. After paying 22% corporate tax, the remaining net assets are distributed to you as shareholder.

For you as a private shareholder, the final payout is treated as a sale of your shares. The difference between the amount you receive and your tax basis in the shares is taxed as share income at 27%/42%. This means that even if you “only close” the company and do not sell it to a third party, there can still be significant tax to pay on the final distribution.

Impact of the original conversion method on future exit tax

The way you converted your sole proprietorship into an ApS can have long‑term tax consequences:

Because of this, it is important to document the valuation used at conversion (especially goodwill and customer base) and keep that documentation. The Danish Tax Agency can ask for it many years later when you sell or close the ApS.

Losses on shares and business closure

If you sell your ApS shares at a loss, or if the company is closed with less than your tax basis in the shares, you may be able to deduct the loss as negative share income. This can:

However, there are detailed rules on when a loss is recognised (for example in bankruptcy, compulsory dissolution or voluntary liquidation) and how it must be reported. Proper documentation of your original investment and any later capital contributions is crucial to secure the deduction.

Timing, instalment tax and planning opportunities

When you sell or close your ApS, tax is generally triggered in the income year where:

In some cases, you can spread the tax burden over time by:

However, Danish tax law contains specific rules on when such future payments must be taxed upfront at present value, and when they can be taxed as they are received. This should always be analysed before signing a sale agreement.

Why early tax advice is essential

The decision to convert a sole proprietorship into an ApS should always be made with the future exit in mind. The choice between “tax‑free” and taxable conversion, whether to use a holding company, and how to document values at conversion can easily change your eventual tax bill by hundreds of thousands of kroner when you sell or close the company.

Before you convert – and again before you sell or liquidate – it is strongly recommended to have a detailed tax calculation prepared based on your specific numbers, expected sale price and personal income situation. This allows you to choose the structure that gives you the best after‑tax result and avoids conflicts with the Danish Tax Agency later.

When is it not advisable to convert a sole proprietorship into an ApS?

Converting a Danish sole proprietorship (enkeltmandsvirksomhed) into an ApS is not always the right move. In some situations, the costs, administrative burden and tax consequences outweigh the benefits of limited liability and a more “corporate” profile. Below are the most common scenarios where it may be better to postpone or completely avoid the conversion.

1. Very low or unstable profit

If your business generates modest or highly fluctuating profits, the ApS structure often does not create a real tax advantage. As a sole proprietor, your profit is taxed as personal income with:

In an ApS, profit is first taxed at the corporate tax rate of 22%. When you later distribute dividends or pay yourself a salary, you pay personal tax on top. If your annual profit is relatively low (for example below the top tax threshold) and you withdraw almost everything for private use, the combined tax burden is often similar or even higher than staying as a sole proprietor, while administration becomes more complex and costly.

2. When you need all profits for private living expenses

The ApS structure is most efficient when you can leave part of the profit in the company for reinvestment or future distribution. If you need almost 100% of the profit for private living costs, you will typically:

This “double layer” of taxation can make the overall tax higher than if you were taxed directly as a sole proprietor, especially when you cannot benefit from income smoothing or profit retention in the company.

3. Short time horizon or uncertain future of the business

If you expect to close, sell or significantly downscale the business in the near future, conversion may not be worthwhile. Setting up and maintaining an ApS involves:

If the business is likely to be discontinued or sold on a small scale within a few years, the extra costs for legal advice, valuation, conversion and ongoing compliance can easily outweigh any potential tax or risk‑management benefits.

4. Negative equity or significant hidden liabilities

A conversion is particularly problematic if the sole proprietorship has:

In a taxable conversion, hidden gains and goodwill may trigger immediate taxation. In a “tax‑free” conversion, strict conditions must be met, including that all assets and liabilities are transferred at tax values and that you receive shares as consideration. If the business is financially weak, it may be more appropriate to stabilise or restructure it first, or in some cases to close it down rather than move problems into a new ApS.

5. When you rely heavily on personal tax deductions

As a sole proprietor, certain expenses and interest costs are often easier to offset directly against your personal income. After conversion, some of these deductions move to the company and may no longer reduce your personal tax in the same way. Examples include:

If your personal tax situation relies on these deductions to keep you below the top tax threshold or to optimise your total tax, conversion can reduce that flexibility.

6. Very low risk profile and limited contractual exposure

The main legal advantage of an ApS is limited liability: as a rule, you only risk the company’s capital, not your personal assets. However, if your business:

then the practical benefit of limited liability may be small. In many cases, banks and landlords will still require personal guarantees from the owner, even after conversion to an ApS, which reduces the protective effect of the company form.

7. When you cannot meet the documentation and valuation requirements

A proper conversion, especially a “tax‑free” one, requires solid documentation of:

If you do not have up‑to‑date and reliable bookkeeping, or if you are unable or unwilling to pay for professional valuation and accounting assistance, the risk of errors increases. Incorrect valuation can lead to disputes with the Danish Tax Agency (Skattestyrelsen), unexpected taxation or the conversion being considered invalid for tax purposes.

8. When administrative complexity is a clear disadvantage

Running an ApS involves more formalities than a sole proprietorship, including:

If you prefer a very simple setup, do not want to work with an accountant and your business is small and straightforward, the extra administrative layer of an ApS can be a real disadvantage.

9. When you are planning major private financing or mortgage applications

In some cases, keeping the business as a sole proprietorship can make it easier for banks to assess your total income and risk when you apply for private loans or a mortgage. After conversion:

Some lenders prefer the transparency of a sole proprietorship’s tax return, especially for smaller businesses. If you are in the middle of or about to start important financing processes, it may be better to complete them before considering conversion.

10. When the main motivation is only “image” or trend

Many owners consider an ApS because it “sounds more professional” or because partners and competitors have companies. While reputation and market perception do matter, they rarely justify the conversion on their own. If there are no clear advantages in terms of risk management, tax planning, succession or growth opportunities, the change of legal form may only add costs and complexity without real business benefit.

In all these situations, it is crucial to run detailed calculations and review your specific numbers before deciding. A conversion from a sole proprietorship to an ApS is often difficult and costly to reverse, so it should be done only when the legal, tax and practical advantages clearly outweigh the disadvantages for your particular business in Denmark.

What happens if the value of the company is zero or even negative?

Regardless of the results of the calculations, the actual price of the company must be used, which would be the price obtained if the company was sold to someone who is not related to the owner. It's important to consider whether the estimated value of the company is reasonable or not. If you are uncertain about the value, you can contact the tax office for further assistance.

During the execution of important administrative formalities, where mistakes may lead to legal sanctions, we recommend expert consultation. If necessary, we remain at your disposal.

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