If your business is run as a private limited company (ApS), you have a flexibility in a sale that a sole proprietorship doesn't give you — but that flexibility also requires you to understand the difference between the two ways an ApS can be sold.

What characterizes an ApS?

An ApS is a separate legal entity, distinct from you as the owner — the company can own assets, enter agreements, and be liable for its own debt on its own. Your liability as owner is generally limited to the contributed share capital, which since January 1, 2025 has been reduced from DKK 40,000 to a minimum of DKK 20,000 — a halving that's made it cheaper than ever to set up an ApS. Unlike an A/S, there's no requirement for a board of directors; the company can be run by an executive alone.

The key decision: asset purchase or share purchase?

Unlike a sole proprietorship, an ApS can be sold in two fundamentally different ways:

  • Share purchase (selling the shares): The buyer takes over the company as a legal entity — with all its agreements, obligations and history intact. The CVR number continues unchanged, and contracts generally don't need renegotiating, because the legal entity behind them doesn't change.
  • Asset purchase: The buyer only takes over selected assets from the company, while the company itself — with any debt and obligations not part of the deal — stays with you as seller.

See the full walkthrough of the difference in our article on asset purchases vs. share purchases — the choice has a major impact on tax, risk and the complexity of the process.

Tax advantages of a share purchase

If you sell your shares directly, your gain is taxed under the Share Gains Tax Act — see our walkthrough of when you pay 42% tax on shares. Goodwill here is included as part of the overall share gain, rather than being taxed separately, as would be the case in an asset purchase. If you have a holding structure, dividends between the companies can also often be distributed tax-free ahead of a sale.

Complications that typically arise

  • Hidden obligations come along in a share purchase: If you sell the company — not just the assets — the buyer effectively takes over everything within the company, including any undiscovered obligations, pending disputes, or tax risks. This is one of the main reasons buyers insist on thorough due diligence in a share purchase.
  • If there are multiple owners, an ownership agreement can complicate the sale: A right of first refusal, consent requirements or drag-along obligations need to be handled correctly before an external buyer can take over the shares. See the full walkthrough in our article on the ownership agreement's impact on a business sale.
  • Personal guarantees don't automatically fall away with the deal: If you as owner have given a personal guarantee for the company's debt or lease, that guarantee doesn't automatically end with a sale — it needs to be specifically agreed with the bank or landlord that you're released.

Advantages of selling an ApS

  • Flexibility: You can choose the sale structure that best fits your and the buyer's situation — asset purchase or share purchase.
  • Continuity in a share purchase: Contracts, CVR number and history come along automatically, without needing individual renegotiation.
  • Separation from your personal finances: Your personal liability is generally limited to the share capital, making the negotiation less personally risky than with a sole proprietorship.

Frequently asked questions

Is it always best to sell the shares directly rather than the assets?

Not necessarily — it depends on your and the buyer's combined tax situation, and whether there are matters within the company the buyer would rather avoid taking over. This should always be specifically assessed with an advisor.

Do I need an ownership agreement if I'm the sole owner of my ApS?

No, an ownership agreement is only relevant if there are multiple owners. As sole owner, it's the articles of association and company law that govern instead.

What happens to my personal guarantee for the company's debt on a sale?

It doesn't automatically end — you need to actively secure your release from the bank or creditor as part of the deal, otherwise you remain liable even though you no longer own the company.

Considering selling your ApS? Book a no-obligation call, or read our comparison of a sole proprietorship, ApS and A/S when selling.

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