Selling an A/S: Advantages, Drawbacks and Complications

If you run your business as a public limited company (A/S), you're already used to a more formalized structure than in an ApS or a sole proprietorship. That formalization carries into a sale process — for better and worse.

What characterizes an A/S?

An A/S requires share capital of at least DKK 400,000 — ten times more than the current requirement for an ApS — and is also distinguished as the only one of the three business forms that can legally offer its shares to the public, including being listed on a stock exchange. The A/S form also requires a more formalized management structure: generally there must be a board of directors or supervisory board of at least 3 members, beyond the day-to-day executive management — a requirement that doesn't exist for an ApS.

How does the board requirement affect a sale?

Because an A/S must have a board, a sale typically involves more formal decision layers than in an ApS. Does the deal need board approval or review before it can proceed? Does an extraordinary general meeting need to be called to approve changes to the articles or a new board composition after the takeover? These questions need to be clarified early, since they can extend the process compared to an equivalent ApS sale, where the decision path is often shorter.

Share purchase or asset purchase — the same basic choice as with an ApS

Like an ApS, an A/S can be sold either as a share purchase or an asset purchase. See the full walkthrough in our article on asset purchases vs. share purchases. In a share purchase of an A/S, though, you should pay extra attention to the fact that the board's composition and any board provisions need to be handled as part of the takeover.

Complications specific to an A/S

• Multiple shareholders are more common: The A/S form is often used for larger businesses with multiple owners or outside investors, increasing the likelihood that an ownership agreement needs to be handled correctly before a sale — including any minority shareholders' rights.
• Board members' own exit: If there are outside board members, it needs to be clarified whether they continue after the takeover, or whether a new board needs to be elected at a general meeting in connection with the deal.
• Higher formal requirements for decisions: Changes to the articles, capital increases or reductions in connection with the deal generally require a decision at a general meeting with the qualified majority the Companies Act and articles prescribe — not just an agreement between seller and buyer.
• More visibility around the company: If the company has previously had a broader group of owners or been closer to a stock listing, there may be historical obligations around investor communication or disclosure requirements that a buyer will investigate thoroughly during due diligence.

Advantages of selling an A/S

• High credibility with larger buyers: The A/S form often signals a certain size and formalization, which can make the company attractive to professional buyers like private equity funds, who are used to this company form.
• Clear governance structure: The mandatory board means decision processes are typically already well documented — something a buyer often values during due diligence.
• Flexibility to raise capital: The ability to issue shares more broadly makes the A/S form well suited if part of the "sale" is really about bringing in new capital rather than a full change of ownership.

Drawbacks of selling an A/S

• Longer and more formal process: Board approvals and any general meeting decisions typically add extra time to the process compared to an ApS.
• Higher advisory costs: The increased complexity often means both legal and financial advice becomes more extensive — and thus more expensive — than an equivalent ApS sale.

Frequently asked questions

Do all board members need to approve a sale of an A/S?

It depends on the company's articles and the specific decision — but the board typically plays a more formal role in the decision process than it would in an equivalent ApS without a board.

Is it more expensive to sell an A/S than an ApS?

Often yes, to the extent the increased formalization — board decisions, general meetings, more extensive due diligence — requires more advisory work along the way. That said, it also typically reflects that A/S companies are, in practice, often bigger and more complex than ApS companies.

Can an A/S be sold the same way as an ApS?

The basic structure is the same — the choice between a share purchase and an asset purchase — but the formal requirements for the decision process are more extensive in an A/S because of the mandatory board.

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