If a Danish entrepreneur decides to shut down an ApS company, they must select an appropriate procedure based on the company's financial situation.
- In Denmark, there are five significant types of proceedings and closures available, including:
- Restructuring: This type of proceeding can be initiated by filing a restructuring petition with the court. If the company is able to restructure its finances and operations, a restructuring administrator will be appointed to oversee the entire proceedings and prevent bankruptcy proceedings from commencing.
- Liquidation on the basis of a statement of shareholders: If the company is solvent, it can be liquidated voluntarily, and a liquidator will be appointed to handle the liquidation proceedings. The company is required to publicly announce its decision, and creditors have three months to file their claims. Once the company is liquidated, its shareholders are protected from future claims.
- Bankruptcy: If the company is not solvent, bankruptcy proceedings will be initiated, and the company will be closed.
- Voluntary liquidation: For this type of closure, all debts of the company should be paid in full. The company's partners must sign a special declaration to pay the debts at the time of the company's closing, and will be held fully liable if any debts remain or new debts arise. Additionally, there should be no claims or lawsuits against the company at the time of its liquidation.
- All accounting formalities must be completed before closing the company.
- VAT should be declared for the last period before deregistering it.
- The last payment must be made for any employees, and all employees' taxes should be declared. The employer must also be deregistered.
- The tax office should be notified when the company will be deregistered from the corporate income tax register. This date is usually not the same as the company's closing date. Corporate income tax must be declared by the last tax day, and a final statement will be issued by the tax office within 3-6 months of filing, confirming the settlement of VAT and other taxes.
- statement confirming that all debts of the company have been paid must be drawn up and signed by the shareholders. After obtaining a certificate from the tax office that all debts have been paid, a final application for closing the company can be submitted to the office. The final closing of the company will be implemented within two weeks of the application being submitted.
- All income tax totals must be zeroed out, and tax payments for the current year should be adjusted to match the company's actual income tax for the ending year. Finally, a statement from the shareholders and the tax authority should be prepared, and the company should be closed on VIRK.
6. Forced dissolution: In Denmark, there are situations in which a court can order the forced dissolution of a company. These situations include when the company fails to file its annual report by the deadline, when the managing director resigns, when the company is due for an audit and the auditor resigns without appointing a new one. 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.