Denmark Formation Package (ApS)

1. ApS Formation Checklist

End-to-end sequence to bring Marea Digital Denmark ApS into legal existence. Registration is filed electronically with Erhvervsstyrelsen through Virk.dk.

1. Confirm structure & naming. Reserve a company name; confirm it is distinctive and includes the designation "ApS". Confirm the sole shareholder is Marea Digital, S.L. (Madrid).
2. Prepare formation documents in Danish. Draft the memorandum of association (stiftelsesdokument) and the articles of association (vedtægter). These must be in Danish to be the operative documents; English versions are working aids only.
3. Resolve capital. Fix share capital at DKK 40,000 (statutory minimum), contributed in cash.
4. Open a bank/holding arrangement and deposit share capital. Deposit DKK 40,000 as paid-in capital; obtain the bank's or a lawyer's/auditor's confirmation of the deposit. [Tax/banking: coordinate account opening and KYC with local advisers — timing is often the critical-path item.]
5. Identify the founder's signing credential. The registrant needs a recognised digital identity — MitID (for an individual) and, for acting on behalf of the company after registration, a company/employee signature (MitID Erhverv / employee certificate). Confirm which representative of the Spanish parent will hold and use the credential. Foreign founders without MitID may need to register through an authorised advisor.
6. Appoint management. Adopt resolutions appointing the executive management (direktion) and, if adopted, a board (bestyrelse). See §6.
7. Set the signing rule (tegningsregel). Define in the vedtægter who may bind the company. See §7.
8. Register the company digitally on Virk.dk. Submit the formation documents and management details to Erhvervsstyrelsen; on completion the ApS is issued its CVR-nummer. See §8.
9. File beneficial owners (reelle ejere). Register the real owners in the central beneficial-owner register. See §9.
10. Register for VAT (moms) and, once staff are hired, payroll (eIndkomst / A-skat / AM-bidrag / ATP). See §10.
11. Activate the mandatory digital mailbox (Digital Post). See §11.
12. Diarise the annual reporting calendar and assess audit-exemption eligibility. See §12.

4. Capital-Contribution Summary

Tax/finance note: intra-group funding of the DKK 40,000 and any subsequent capitalisation (further paid-in capital vs. shareholder loan) should be reviewed with local tax advisers for thin-capitalisation and transfer-pricing treatment.

5. Ownership & Control Chart

The Danish ApS sits at the bottom of a three-tier chain. Described top-down:

1. Marea Digital, Inc. (Delaware, USA) — ultimate parent; owns the group intellectual property and the central data platform.
2. ↓ wholly owns (100%)
3. Marea Digital, S.L. (Madrid, Spain) — client and intermediate holding/operating company; the direct shareholder of the Danish entity.
4. ↓ wholly owns (100%)
5. Marea Digital Denmark ApS (Copenhagen) — the entity being formed; wholly-owned operating subsidiary, ~4 initial staff.

Beneficial-owner consequence. Because ownership runs through corporate layers, the reelle ejere (real/beneficial owners) of the ApS are the natural persons who ultimately own or control Marea Digital, Inc. above the 25% threshold — not the immediate S.L. parent. Where no natural person meets the threshold, the senior management (direktion) is registered as beneficial owner. See §9.

7. Signing-Authority Matrix (Tegningsregel)

The tegningsregel is the rule stated in the vedtægter and registered with Erhvervsstyrelsen that determines who can validly bind the company toward third parties. Options below; the adopted rule is a drafting decision for the group.

Recommended for a 4-person subsidiary: the company is bound by the sole director, or — where the parent prefers a control — by two persons jointly (director + one board member). Whatever is adopted must match the registered tegningsregel exactly, because third parties are entitled to rely on the registered rule. Internal group approval thresholds should be documented separately from (and do not replace) the registered signing rule.

8. CVR Registration Checklist

Registration and the CVR number are issued through Erhvervsstyrelsen on Virk.dk.

1. Confirm the registrant holds a valid digital identity (MitID / MitID Erhverv / employee certificate).
2. Enter company particulars: name, registered office, objects, financial year.
3. Upload/enter the formation documents (stiftelsesdokument + vedtægter, in Danish).
4. Enter the share capital (DKK 40,000) and confirm it is paid in cash.
5. Register management (direktion, and board if adopted) and the signing rule (tegningsregel).
6. Enter ownership information (sole shareholder: Marea Digital, S.L.) for the register of owners.
7. Submit and pay the registration fee; receive the CVR-nummer on completion.
8. Retain the registration certificate (sammenskrevet resumé / registration extract) in the formation file.
9. Trigger the follow-on filings that depend on the CVR number: beneficial owners (§9), VAT/payroll (§10), Digital Post (§11).

9. Beneficial-Owner (Reelle Ejere) Filing Checklist

Danish companies must register their real/beneficial owners in the central beneficial-owner register maintained by Erhvervsstyrelsen, and keep the information current.

1. Identify the beneficial owners. Trace ownership/control up the chain (ApS ← S.L. ← Inc.) to the natural persons who ultimately own or control the company above the relevant threshold (25%).
2. If no natural person qualifies (ownership is diffuse at the top), register the members of the direktion as beneficial owners, as the framework requires.
3. Record the basis of control (direct/indirect ownership percentage; other control).
4. Document the assessment — retain the analysis showing how the beneficial owners were identified and the supporting group ownership evidence.
5. File promptly after the CVR number is issued, and update on any change.
6. Retain records of the company's collection and verification of beneficial-owner information.

Issue-spot: the beneficial owners of the ApS are determined at the top of the chain (Marea Digital, Inc.), not at the immediate S.L. parent. Confirm the ultimate ownership of the Delaware parent before filing.

10. VAT (Moms) and Payroll Registration Checklist

Tax and payroll registrations are made through the Danish authorities via the business self-service portal. Thresholds, rates and timing are tax matters — confirm with local tax advisers.

1. VAT (moms). Register the company for VAT if/when it carries on VAT-liable activity above the registration threshold; obtain the VAT registration. B2B SaaS supplies and intra-group cross-border services require a place-of-supply analysis (reverse charge / EU rules). [Tax adviser.]
2. Employer / payroll (once staff are hired):
   1. Register as an employer for wage reporting via eIndkomst (the income register).
   2. A-skat — withhold and report employee income tax (A-tax).
   3. AM-bidrag — labour-market contribution (8%), withheld and reported.
   4. ATP — mandatory labour-market supplementary pension contributions.
   5. Confirm any workers' compensation/occupational-injury insurance and holiday-pay obligations. [Local adviser.]
3. Sequence. These registrations follow the CVR number and precede the first payroll run / first VAT-liable supply.

11. Digital Post / Governmental-Access Checklist

Danish businesses must be reachable through the mandatory digital mailbox (Digital Post) for official communications from public authorities.

1. Ensure the company has the digital credential needed to access official services (MitID Erhverv / employee certificate).
2. Activate the company's mandatory digital mailbox (Digital Post) so authority communications are received.
3. Assign internal responsibility for monitoring the mailbox and routing correspondence (a 4-person office needs a named owner and a backup).
4. Set up authorised-user administration so the right group representatives can act on Virk / authority portals; review access periodically.
5. Confirm cross-border access: a Spain-based representative acting for the ApS must hold and maintain the appropriate Danish digital credential.

12. Annual Reporting Calendar & Audit-Exemption Issue-Spot

An ApS must prepare and file an annual report (årsrapport) with Erhvervsstyrelsen after each financial year.

Audit-exemption issue-spot. A small Danish company may be exempt from having its årsrapport audited if it stays below size thresholds (balance-sheet total, net revenue, and average number of employees) for the required periods. Marea Digital Denmark ApS starts small (~4 staff, DKK 40,000 capital) and may qualify — but exemption is not automatic and can be lost as the entity grows or if group-level rules apply. Flag for decision: (a) confirm the current thresholds and whether the entity meets them across the required years; (b) check whether being part of a larger group affects eligibility; (c) decide whether to appoint an auditor voluntarily for group-reporting comfort. [Confirm current thresholds with local advisers; do not rely on the figures being static.]

13. Branch vs. Subsidiary Comparison (Filial vs. ApS)

Marea Digital could have established a Danish presence either as a subsidiary (a separate ApS) or as a branch (filial) of the foreign company. The file proceeds on a subsidiary; the comparison records why.

Recommendation for this file: a subsidiary (ApS) is consistent with the group's plan of wholly-owned operating subsidiaries in each market, contains liability locally, and presents as a Danish company for hiring and contracting — which suits a ~4-person operating team. Tax consequences of either route are reserved to local tax advisers.

Exhibit A — Bilingual Document-Management Exhibit

Master register of the Danish formation and registration documents, mapping each Danish document to its English working title, purpose, signatory, and filing destination. The English translations are working aids only and are NOT legally controlling — the Danish versions govern.

Note on translations. The English titles and descriptions in this exhibit are working aids only and are not legally controlling. Where a document must be in Danish to be operative — notably the stiftelsesdokument and vedtægter — the Danish version governs, and any discrepancy is resolved in favour of the Danish text. Standard Danish formation templates are available from Erhvervsstyrelsen; local counsel should review the final Danish documents before signature and filing.