What is Bestyrelse og Direktion (Board and Management)?
Danish company governance structure. ApS requires a direktion (at least one director). A/S requires both bestyrelse (board of directors, minimum 3 members) and direktion. Directors are personally liable for tax obligations and can face personal claims if company taxes are not paid.
Current Rate (Indkomstår 2025)
N/A — governance structure
Example
Lars forms an ApS and serves as the sole direktør. As the only director, he is responsible for filing all returns on time, maintaining accurate accounts, and ensuring the company has funds to pay selskabsskat and moms. Personal liability can arise if he mismanages the company's tax obligations.
How Bestyrelse og Direktion (Board and Management) works in Denmark
Danish company law (Selskabsloven) establishes clear governance requirements that differ between the two main company types.\n\nApS governance: The minimum requirement is a single direktør (director). The direktør has day-to-day management responsibility and signs the annual accounts. An ApS may optionally have a bestyrelse (board) or a tilsynsråd (supervisory board), but neither is mandatory unless required by the articles. Most small owner-managed ApS have a sole direktør who is also the sole shareholder.\n\nA/S governance: Mandatory bestyrelse with a minimum of 3 members, plus a separate direktion. The bestyrelse sets overall strategy and appoints the direktion. Employee representation on the bestyrelse is required in A/S companies with 35+ employees over three years.\n\nDirector liability: Under Danish law, directors can be held personally liable for mismanagement (culpa in contrahendo) and for specific statutory obligations. For tax purposes: if a company fails to remit withheld A-skat (employee income tax) or AM-bidrag to SKAT, the directors can be held personally liable for these amounts under Kildeskatteloven §69. This is a strict liability provision — even if the director acted in good faith, they can be pursued personally. The same applies to moms obligations under Momsloven §46.\n\nBoard remuneration: Bestyrelse members receive bestyrelseshonorar (board fees). These are taxed as personal income for the recipient and deductible for the company. Directors employed in the company receive salary (løn), which is subject to A-skat withholding and AM-bidrag.\n\nRegistration: Directors must be registered with Erhvervsstyrelsen via virk.dk. Their names appear on the public CVR register. Changes in directorship must be reported within 2 weeks. EU/EEA residency is not required for directors of Danish companies, but at least 50% of the board of a Danish company (or the sole direktør) must be a Danish tax resident or an EU/EEA resident.
Related terms
ApS is Denmark's private limited company, requiring DKK 40,000 minimum share capital. Most common structure for small businesses after capital requirement was reduced from DKK 125,000 in 2019. A/S is the public limited company form requiring DKK 400,000 capital.
Danish Business Authority — the company registry for Denmark. All companies must register here to receive a CVR number. Annual accounts (årsrapport) are filed here. Public register of companies, directors, beneficial owners, and financial accounts.
Danish corporate income tax at a flat 22% rate on taxable profits of resident companies (ApS, A/S). No progressive thresholds. Paid via TastSelv Erhverv to Skat.dk. Applies to worldwide income of Danish-resident entities.
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