ReXKern >> UK >> FAQ

What is a SMBA?

SMBA is a type of company like Ltd (limited), GMBH or SE, in which, for the purpose of registration capital is not required or it can be better understood by a company with no capital in the time of registration.

What does SMBA stand for?

SMBA stands for companies with limited liability (Danish : Selskab Med Begrænset Ansvar). By limited liability it is very much transparent that the company has liability which is limited. In other words, when you own the company, you are not personally liable like in a personally owned company (sole trader), but only with the capital of the company at any given time.

Who is ReXKern?

ReXKern is part of the ReXKern group of companies with offices in Copenhagen, Limassol and Oslo.

Who can operate a company via a SMBA?

All foreign nationals can operate a SMBA. A SmbA company can be used in all trades and for all purposes.

Can anybody be a director in a SMBA?

Yes all nationalities can be directors in a SMBA. Though the director’s ID must be confirmed through a passport copy.

Why is SMBA the best company type in the EU?

The Danish SMBA is a type of company created to make life easier for firms. As opposite to other Scandinavian company types, SMBA companies require no start capital and can easily be free from obligatory auditing and submission of annual accounts. Also the owners are not personally liable for the economy of the company.

How is this done?

Registration of your Danish SMBA is easiest done in our online system. The registration is done according to your reported data where you don’t need to sign any document. However, you are obliged to send us a copy of the joining director’s passport. You can submit that via our log-in where you get a password once we confirm of your payment.

Here you can also follow the process of the registration and download company documents.

You will get a prompt answer whether your suggested Danish company name is available and your Danish company gets registered within 4 weeks.

Why is SMBA better than LTD?

A SMBA is tax-free when operated and managed from a jurisdiction outside Denmark.

Am I obliged to have a registered address in Denmark ?

Yes, the Danish Commerce and Companies Agency (DCCA) require that your SMBA has a registered address in Denmark. You can use our address for that purpose. Note that it is not enough simply to register the company as a postbox. The company needs to have a proper street address.

Do I have to pay tax in Denmark?

A SMBA is tax-free when:

• Operated and managed from a jurisdiction outside Denmark
• Has a Director who is not a Danish citizen nor domiciled in Denmark
• The company does not conduct business activities and sales in Denmark.

Am I required a Danish bank account for the SMBA?

No for clients outside Scandinavia, the solution is often to use an EU bank account .

Is it possible for the company to have a bank account in Denmark?

Yes. We can arrange the initial contact with a number of different banks, but as we regard Danish banks as too expensive and unsafe we recommend accounts in one of our neighbor countries. Also the exemption from tax is easier to demonstrate in case of questions to tax liability (look above "do I have to pay tax in Denmark?)

Is it possible to make changes in the SMBA?

Yes, by notifying DCCA (THE DANISH COMMERCE AND COMPANIES AGENCY) of such changes. To ensure that the registration is not refused we advise you to approach a professional registration agent. ReXKern will be pleased to help you with changes, kindly login to facilitate these services.

Where can I look up and search for Danish companies?

You can look up all Danish companies on www.cvr.dk - the Central Business Register (CVR) which is the central register containing primary data on all businesses in Denmark, or through the European business register. Note that in the case of company types like SMBA there is no information about owners. Ownership does not have to be registrated.

What about the Annual Report?

Annual reports must only be submitted to DDCA (THE DANISH COMMERCE AND COMPANIES AGENCY) if 2 of the following 3 limitations are being exceeded:

• A balance of more than EUR 900,000
• A net turnover of more than EUR 180 000
• An average workforce of more than 10.

This alone eases your administrative burden and offers you the additional possibility of not publishing your account. Our office will be happy to submit your exemption certificate FREE OF CHARGE when you renew your address service. Our system will inform you thereof automatically.

What are the specific advantages of a SMBA?

• Tax free for nonresident companies
• No requirements about capital
• Shareholder loans are permitted. I.e. you can borrow from the company
• You can declare profit several times a year.
• No annual report and publication of the account until it grows very big
• Possibility of anonymity about ownership
• No obligation about auditors
• No formal demand for holding general meetings etc.
• Plentiful opportunities for trying out business ideas.
• Full freedom regarding agreements on internal regulations in the SMBA

SMBA as a holding company?

A holding company is a company owning another company in charge of the operations. A Danish SMBA works out very fine as holding for a foreign company.

How do you wind up a SMBA?

SMBA companies are wound down the same way as private companies. Note that ReXKern cannot assist with this. We shall be happy to broker contact to public certified accountants for this service.

What is a primary and secondary founder?

You need a minimum of 2 founders for an SMBA. We have called them primary for the “first” founder and secondary for the “second”.

I don’t want to share my business with others, what do I do?

ReXKern offers a unique solution for you, one solely for yourself, namely a Cell of a Delaware LLC . Note that you yourself are the ultimate owner of the cells of Delaware series LLC.

Is ReXKern a law firm?

No. ReXKern does not give legal advice (read our Privacy policy and client agreement ) and does not operate a company offering legal advice and hence has no public liability insurance covering this. Note that you should always seek individual advice as the text on this page is strictly general in character.

Why is ReXKern a good choice of supplier?

We are the only actor in Scandinavia with offices in several capitals. We are licensed by the Directorate of Money Laundering in Copenhagen and have many years’ experience in company registration. We have offices in Copenhagen, Limassol and Oslo, and have the fastest delivery in Denmark of this type of companies. We can also offer readymade companies and as something unique branches of SMBA companies in the Scandinavian neighbor countries. We can assist with offices, meeting premises and telephone numbers in Denmark and have a network of chartered accountants who you might want to make use of.