Setting up an ApS: The 12 mistakes entrepreneurs make that cost dearly

When you want to set up an ApS, it is tempting to focus on “CVR tomorrow” and get started. The problem is that setting up an ApS involves a lot of formalities that authorities and banks take very seriously. Most mistakes are not due to bad intentions—but to a lack of overview.

Below are the classic mistakes I see again and again when people want to set up an ApS. In reality, it is rarely one mistake that derails the project—it is the accumulation of small things.

Mistake 1: Believing “free” means everything is free

Many people start setting up an ApS and are surprised that there are still statutory costs.

Facts

Incorporating an ApS involves a registration fee payable to the Danish Business Authority (DKK 670). (erhvervsstyrelsen.dk)

You must also meet the capital requirement (see mistake 2).

“I thought the incorporation was free—so why do I have to pay now?”

This causes drop-off midway through the process. The solution is simple: always separate the “service fee” from “statutory fees”.

Mistake 2: Misunderstanding the share capital (DKK 20,000)—or the documentation for it

The share capital is not a “starter package” you can ignore. It is a legal requirement, and the capital requirement for an ApS is DKK 20,000 from 27 February 2025. (erhvervsstyrelsen.dk)

And there is more

• Upon registration, the company cannot be registered unless at least 25% of the capital (but at least DKK 20,000) has been paid in. (elov.dk)
• In practice, third-party confirmation of capital (e.g., bank/lawyer/auditor) is often required, and many are caught out if they have tried to do it “cleverly” without traceability.

You transfer DKK 20,000 from a personal account to a “temporary account”, but cannot document the capital’s trail or provide confirmation in a format the bank accepts. Result: registration/banking comes to a standstill.

Mistake 3: Drafting the incorporation document/articles of association “halfway” or with an unclear purpose

An ApS requires formal documents: an incorporation document and articles of association (as well as a register of owners). (erhvervsstyrelsen.dk) When people want to set up an ApS, they underestimate how often unclear wording causes problems later.

Typical issues

• The purpose is far too broad (“anything and everything”) or too narrow (so you later have to amend the articles).
• Unclear ownership structure, share classes, or signing rules.
• No register of owners is created from the outset (or it is not kept up to date). (erhvervsstyrelsen.dk)

You start out as a “consultant”, but suddenly want to sell digital products and hire staff. If the documents are drafted too narrowly, you end up with amendments, registrations, and extra costs.

Mistake 4: Overlooking the 2-week deadline for registration after signing

This is a classic—and it is expensive because it feels “administrative”.

The rule is clear: A limited liability company must be registered no later than 2 weeks after the incorporation document is signed; otherwise, registration cannot take place. (elov.dk)

You sign on Friday. Then there is a holiday, busyness, “we are just waiting for the bank”… and suddenly 16 days have passed. In practice, you then have to start over with new documents/dates.

Mistake 5: Underestimating the bank’s KYC and timeline

When you want to set up an ApS, the bank is often the bottleneck. Not because the bank is difficult for the sake of it, but because banks are subject to customer due diligence and risk assessment requirements.

This is where it typically goes wrong

• You do not have a clear overview of ownership, beneficial owners, identification, business model, and expected transactions.
• You cannot explain “where the money comes from” (the origin of the capital).
• There are inconsistencies between what you have stated as the purpose/industry and what you actually do.

Consequence

Your CVR may be in place, but you cannot get a business account quickly enough for operations, payments, and VAT.

Also read: Set up an ApS with Lunar and Flexum—a guide to fast bank account opening.

Mistake 6: Forgetting to register/maintain beneficial owners

An ApS is subject to the rules on registering beneficial owners. (erhvervsstyrelsen.dk) As a rule of thumb, an indicator of a beneficial owner is more than 25% ownership/voting rights (but control can also be exercised in other ways). (erhvervsstyrelsen.dk)

Two classic mistakes

• Beneficial owners are never registered correctly.
• They are registered once—and then not kept up to date.

The Danish Business Authority’s guidance indicates that the company should, at least once a year, check whether the information is correct and register changes as soon as possible when it becomes aware of them. (erhvervsstyrelsen.dk)

You give a partner 30% after 6 months—but the CVR is not updated. This often hits you when the bank or a business partner checks the ownership structure.

Mistake 7: Waiting too long to register for VAT

VAT is one of the most common stumbling blocks for new companies.

The Danish Tax Agency states that a business must register for VAT when it sells VAT-liable goods/services for more than DKK 50,000 within a calendar year, and that it is optional below the threshold. (skat.dk)

The mistake is typically

• You invoice before you are properly VAT-registered.
• You have no idea whether services are subject to VAT or not (some areas are exempt). (skat.dk)

You send an invoice without VAT, but should have charged VAT. Then you have to correct it afterwards—often with unhappy customers.

Mistake 8: Keeping “hobby accounts” and forgetting the requirements for digital bookkeeping

The days when you could run an ApS with folders and random Excel sheets are over.

The Danish Business Authority has implemented digital bookkeeping in stages, and from 1 January 2026 digital bookkeeping will also be mandatory for a large group of sole proprietorships/associations above a turnover threshold, as part of the Bookkeeping Act. (erhvervsstyrelsen.dk)

The point for an ApS: You must treat bookkeeping as a system choice from day 1 (not “when money starts coming in”).

You choose a setup that cannot provide an audit trail for vouchers, backups, or structure—and then you spend months cleaning up later.

Mistake 9: Mixing personal finances and the company’s finances

When you want to set up an ApS, you get limited liability—but only if you run the company properly.

Typical mistakes

• Personal withdrawals for “just one thing” without proper bookkeeping.
• Using personal subscriptions and cards without clear documentation.
• “Lending” the share capital out/back without documentation.

You pay for everything personally and “enter it later”. Later never comes. And when your auditor/bookkeeper or bank asks, you cannot account for it.

Mistake 10: Choosing a management structure without understanding the responsibility

The Danish Companies Act allows for different management structures (e.g., board of directors + executive management). (elov.dk) Many new founders appoint themselves as managing director without understanding that it is a role with responsibility, duties, and expectations (and that the documents should reflect reality).

In reality you are on your own, but have “put some names on it” without clarifying responsibilities. It gets ugly in the event of disagreements, illness, or if investors come in.

Mistake 11: Starting without simple, old, but necessary core documents

Traditionally, you have always had control of:

• Customer terms (payment terms, delivery, complaints)
• Agreements with suppliers
• Employment terms, if you hire staff
• GDPR if you handle personal data

It is “boring”, but it is what ensures an ApS survives when it grows up.

Also read: Setting up an ApS company—advantages and disadvantages in 2026

Mistake 12: Underestimating the time—and not creating a realistic startup checklist

If you want to set up an ApS without stress, think in sequence:

1. Documents (incorporation/articles/register of owners) (erhvervsstyrelsen.dk)
2. Capital and documentation (erhvervsstyrelsen.dk)
3. Registration within 2 weeks (elov.dk)
4. Bank/KYC materials ready
5. VAT registration when relevant (skat.dk)
6. Bookkeeping and routines from day 1 (erhvervsstyrelsen.dk)
7. Beneficial owners correctly registered and kept up to date (erhvervsstyrelsen.dk)

Conclusion: Setting up an ApS is straightforward—if you do it in the right order

Setting up an ApS is not difficult, but it is formal. Most mistakes entrepreneurs make come from skipping “the boring stuff”.

Do you need help getting started? Read our complete guide to setting up an ApS in 2026, or see whether you can set up an ApS without capital.

Download the free startup checklist here (PDF)

Disclaimer

This article is for informational purposes only and does not constitute legal, tax, or financial advice. Rules may change, and individual circumstances vary. We always recommend that you consult a lawyer, auditor, or tax adviser before deciding on a company structure.