The Key Feature are as follows:

• The Danish SMBA company is tax resident where the Directors reside. If the Directors reside outside of Denmark the company is not liable to Danish Corporation Tax.

• There is very little legislation regarding a SMBA. No need to hold formal AGMs and if structured correctly there is no need to file accounts or have accounts audited.

• The Danish authorities will not charge capital gains tax on the sale of shares in (or liquidation of) overseas subsidiaries provided the shares are held for more than three years.

• A SMBA starting its life as a resident Danish company can easily be redomiciled just by appointing foreign Directors and filing a form at the Danish Companies Registry.

• No stamp duty of Capital and no minimum capital requirement.
   
• A SMBA can be structured as a Hybrid Company with different classes of members -shareholders and Guarantor members 
   
• No loan restrictions on loans to Members.

• No public file disclosing the members of the Company.
  
  
  
  Use of a SMBA
   
   
  ·         A SMBA can be used for trading in goods and services if the client does not want to portray that it is an offshore vehicle.
  
  ·         A SMBA qualifies as a Danish Company for advantages under the double tax agreements provided that it has management and control in Denmark and can hence be used as a normal holding company. It can be migrated to a tax friendly jurisdiction when it becomes convenient.
  
  ·         It can act as agency company for a principal located in another country
  
  ·         In certain cases it has infavourable tax implications if the beneficial owner of a client structure   receives income from that structure to purchase e.g. a holiday home etc. In these cases a SMBA might be useful for the purchase of overseas properties, because Danish companies are not blacklisted.
  
  
   

   

  TAXATION                    As stated above, corporate tax is levied on worldwide income if management is in Denmark. Otherwise there is no Danish taxation. 

   

  SHAREHOLDERS          A minimum of two shareholders are required.  Details do not appear on public records. If the SMBA is a hybrid version the guarantor members do not appear on public register.

   

  DIRECTORS.                A minimum of one Director is required. Directors appear on public file.

  ANNUAL REPORTING

  If the SMBA has Danish Directors it must every year file annual accounts with the tax office. In addition to this it must also file annual AUDITED accounts if more than one of the following criteria are fulfilled:   a.       10 or more employees b.       Annual turnover in excess of DKK12 million (USD 2million) c.       Net profits in excess of DKK 6 Million (USD1million)   If there is NO management and control in Denmark there will only be a need to file a zero-income tax declaration and a tax indemnification to the Companies House in Denmark. However if more than one of the a,b, c criteria above are applicable then there must be filed audited annual returns to Companies House. This is easily overcome by distributing profits to the shareholders (or Guarantor Members) at regular intervals and at the same time not employing 10 or more people.

   

  TIME-SCALE

  It takes approximately 3 weeks to incorporate a company. A Danish Company can start trading after application has been filed with the Danish Commerce and Companies Agency (Companies House).

   

  RESTRICTIONS ON NAME AND ACTIVITY

  Names must end with the initials ”SMBA”.   Names need not be in the Danish language.  Names should be sufficiently individual so as to prevent confusion with existing companies and names, which indicate an activity, are only acceptable if the implied activities are to be performed by the company. Names must be searched in advance through the Danish Commerce and Companies Agency.

   

  LOCAL REQUIREMENTS

  A SMBA company must maintain a registered office address within Denmark and also have a resisted representative if the management and control is outside EU.   We normally provide these services.

   

  SECRECY

  There are no secrecy laws in Denmark and, indeed, exchange of information may take place under the terms of the many tax treaties to which Denmark is a party. However no public records on shareholders and-or guarantor members

   
  Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice.  We do not accept any responsibility, legal or otherwise, for any errors or omissions.