En refleksiv analyse af selskabskapital alternativer hertil og kapitalselskaber med fokus på IVS'er indenfor dansk ret

Abstract

On 1st of January 2014 a new form of ‘limited liability’-company was introduced in Denmark, the Iværksætterselskab (IVS). This form of company differentiated itself from its closest ‘relative’, the anpartsselskab (ApS), by not requiring more than 1 DKK (approx. 0,13€) in paid share capital. Before the IVS’s was introduced into the Danish company law, the ApS’s were the type of company within Denmark, that required the least amount of share capital to be tied up in the company at 50.000 DKK (approx. 6.711€), but still offered the benefits of a company with limited liability.
After an analysis performed by The Danish Business Authority (Erhvervsstyrelsen) in September 2018 of the IVS’s, a law was passed in April 2019 shutting down the possibility to make new IVS’s in Denmark. Furthermore, the already existing IVS’s were to be transformed to ApS’s no later than April 2021. Also within this law, the minimum requirement of share capital for the ApS’s were lowered to 40.000 DKK (approx. 5.369€).
This means, that Denmark pretty much chose to reverse on its decision to no longer use share capital as an incentive-tool and now reintroducing it, at almost the same level as before the introduction of the IVS’s. This paper takes an analytical approach to the topic of share capital and the relationship between the lawmaker and the entrepreneurs. The paper seeks to review the topic from both a law- and economical perspective.
By analyzing the requirements to share capital in the time before, with and after the IVS’s, the reasoning behind the law that removed the IVS’s from Danish company law and the possible workarounds to avoid the now quite strict requirement on this topic, the analysis seeks to understand share capital from a legal point of view.
From an economical point of view, the paper seeks to analyze how the relationship between the two parties are affected by a lack of credible capital present within a firm and how the utility-maximizing behavior of both parties are affecting the relationship between the two from both a game- and principal/agent-theory perspective.
Finally, the paper tries to look at alternatives within the field, that would ensure the goals of the lawmakers, but without adding unnecessary burdens on the entrepreneurs.