The material on this page is based on the webinar ‘Organising and professionalising small theatre groups and companies’, which was held on 3 December 2020 in collaboration with Performing Arts Platform and the Project Centre at Dansehallerne. The slides from the webinar can be downloaded at the bottom of the page.
Please note that the content on this page is for guidance and information purposes only. UP cannot be held responsible for decisions made based on the content. UP does not advise individual companies and performing artists on organisation, statutes or tax matters. We recommend that you consult a lawyer and/or an accountant.
Do not apply through CPR
Since 2021, several performing artists have unfortunately experienced being taxed personally and having to pay AM contributions on their project funding when they have applied for project funding in their CPR number through the Danish Arts Foundation or The Agency for Culture and Palaces.
The Agency for Culture and Palaces is aware of the problem and is working on preparing a fair guide to apply for project funding in dialogue with the Danish Ministry of Taxation.
We strongly recommend that you do NOT apply for project funding in your CPR number. If you do, REMEMBER to set aside eight per cent of your project budget for AM contributions and to put money aside in case you are personally taxed.
To avoid being personally taxed on your project funding, we recommend that you apply through a CVR number. For this purpose, you can form a theatre association or self-governing institution. In the videos below, lawyer Diana Sloth Nielsen from DLA Piper goes through the requirements, rules and taxation in relation to the different types of organisations as a framework for your artistic activities.
Intro: Which way do you want to go?
First and foremost, it's important to state that it's always an individual assessment of what you end up organising. Just as important is how the authorities view what you are organised as.
The authorities consider a company to be what it acts as, not necessarily what it is registered as. It's important to keep this in mind, as the tax authorities may consider you to be acting as a different type of organisation than what you are registered as. You may therefore risk being taxed as the type of organisation you act as, and not what you are registered as.
It is therefore important to familiarise yourself with the rules and what you have to live up to with the type of organisation you choose.
Self-employed with a CPR number
This category includes employees and freelancers who are employed by a company (in a broad sense - e.g. also if you are employed by an organisation).
Characteristics: Someone else bears the financial risk and costs associated with your employment. For example, in connection with illness, occupational injury, etc.
CPR: Pros and cons
Employee rights
Pension, holiday pay, sick pay, etc.
The hiring company bears all the costs of performing the work, including the financial risk, e.g. in the event of illness
The self-employed person performs work for others for a fee.
The hiring company pays the salary and withholds A-tax and AM contributions
Less flexibility and autonomy (e.g. permission to take holidays, leave, etc.)
You will be personally taxed
It can be more difficult to get funding, partly because some foundations only pay out to companies with a CVR number
You may be personally taxed on grants paid to someone with a CPR number.
A very limited possibility of deductions for operating expenses.
Only a tax deduction for tax purposes (lower tax value than deductions given in personal income or capital income).
Personally run businesses with a CVR number
This type of organisation is very close to being self-employed with a CPR number. Here, you as a person have a CVR number.
CVR: Pros and cons
No minimum deposit requirement (start-up capital)
Easy to pay salary to yourselfPossibility for an extended group of owners if I/S
Few requirements for management
Possibility of deductions for operating expenses in the business
Losses in a sole proprietorship can be deducted from your own salary income or your spouse's salary income
Possibility of utilising the corporate tax scheme (VSO)
Generally, there is no audit obligation and therefore no requirement to submit an annual report. However, bookkeeping in accordance with the Bookkeeping Act and preparation of annual tax accounts
Personal, unlimited, direct liability for the company's obligations
Joint and several liabilities with an I/S and it is possible for one party of an I/S to commit the entire company to an expense
It can be more difficult to get funding
The requirement to register as an employer on Virk.dk if you want to pay salaries
Only one owner if a sole proprietorship
Requires a high level of trust between the parties if it is an I/S/SEt I/S can be formed by mistake/accidentally - it only requires a verbal agreement
A large profit can lead to the triggering of top tax
Mixing of personal finances and company finances
‘Separation’ possible with VSO (company scheme)
If you want to receive unemployment benefits through an unemployment insurance fund, you are at least under stricter supervision, but may be able to receive supplementary unemployment benefits as self-employed. You do not have the same opportunity to receive unemployment benefits as if you were a freelancer without a CVR number.
Non-profit (non-profit) association - theatre association
The type of association most commonly used as a framework for producing theatre is one called a ‘non-profit’ or ‘ideal’ association. This is a specific type of organisation that falls under what is registered with the Danish Business Authority as a ‘general association’. If you register as a ‘voluntary association’, it should be noted that this type of association cannot run a business, deduct VAT, pay salaries, etc. If you want to run a business, deduct VAT, pay salaries, etc. you must register as a general association.
There is no law on associations. The rules in this area have been developed through case law, administrative practice, etc. so there are a number of requirements that must be met, but this cannot necessarily be looked up in the law directly. There are a number of known characteristics that must be met in order to be an association:
If you are not, from the authorities' perspective, an association, the authorities may, for example, consider you to be a partnership. See the characteristics and rules for these above, under ‘personally run businesses’, and be particularly aware that the members of a partnership are directly, personally liable for the company's obligations and are personally taxed on the company's profits. It is therefore important that if you choose the association as your organisational structure, you also act as an association in the eyes of the authorities.
Especially for non-profit and non-profit organisations: Here, the purpose clause in the articles of association must reflect that this is what you are. This means that the association has a purpose that is in the general interest of the population (e.g. art is a non-profit purpose). And it is important that any commercial activities (e.g. organising workshops or working for commercial interests) are not included in the purpose, as this would be considered a commercial association.
Non-profit and non-profit organisations can benefit from temporary non-taxable status by applying to the tax authorities if they meet the rules
Association: Pros and cons
No specific legislation, therefore great freedom to organise the association.
No requirement for start-up capital
You can limit personal liability in the articles of association.
Possibility to avoid paying tax on profits if they are used or distributed for non-profit/charitable purposes.
Easier to set up and less costly than a foundation or company
As a non-profit organisation, it is possible to avoid paying tax on profits if the articles of association state that profits can only be used for non-profit and charitable purposes (it can be the organisation's own non-profit and charitable purpose).
At least two members (community)
Requirement for an independent board and general meeting
Typically chairman, vice chairman and treasurer
Board elected by the general meeting
Democratic process - members elect the board. This means that there is a risk of the management/board being overthrown by the members.
Requirement to enter into an agreement on the association's purpose (articles of association) if the association is to receive public funding
Documentation requirements for public subsidies to be used for the association's purpose
The organisation must be registered (CVR) if, for example, it is to receive grants from a public authority or have employees, deduct VAT
Requirement for delimited finances separate from the members' finances.
Funds donated for the association's purpose cannot be returned to the founders.
If you sit on the board and are also an artistic director, you may lose the right to unemployment benefits, as you have influence over your own terms of employment and are therefore considered self-employed.
Specifically regarding board liability:
The board is not personally liable for the association's finances as long as they behave responsibly and sensibly. If the board has behaved particularly irresponsibly (e.g. not holding board meetings or committing a criminal offence), you as a board member can be held personally liable if things go wrong (e.g. bankruptcy where the board has behaved particularly irresponsibly).
Therefore, it is important to take the work of the board seriously and that the board takes the association's financial situation into account and behaves responsibly and sensibly - and that minutes are kept of board meetings.
Self-governing institution
This type of organisation is used much more now than it used to be. There are many types, but the one that is typically relevant for producing theatre is a so-called ‘private self-governing institution’. Such a self-governing institution can also be called a foundation and is therefore generally covered by the Foundations Act and the Business Foundations Act.
It is possible to be exempt from the Danish Foundation Act and the Danish Business Foundation Act in the following cases:
Self-governing bodies which, as a condition of authorisation or public funding, are subject to supervision and financial control by a public authority under other legislation or regulations issued pursuant to other legislation
Self-governing institutions whose operations are predominantly covered by state or municipal funds and which are subject to public supervision if the institution's statutes stipulate that the public authorities decide on the use of the institution's funds in the event of its dissolution.
Theatres with operating grants from the Danish Arts Foundation are often covered by this exemption, but it should be noted that project funding from the Danish Arts Foundation is not sufficient to be exempt from the Danish Foundation Act and the Business Fund Act.
If a company falls under the Danish Investment Fund Act or the Danish Business Fund Act, there are a number of rules and laws that the company must comply with. If the company falls under the Danish Foundations Act, you must, among other things, have 1,000,000 in assets to establish a self-governing institution. If the company falls under the Business Fund Act, you must have 300,000,000 in assets, among other things.
Pros and cons of self-governing institutions
The foundation's status as a self-governing organisation ensures that all profits are used for the foundation's purpose.
Can be of great (positive) importance when fundraising or for public authorities to enter into co-operation.
Possibility to avoid paying tax on profits if they are used or distributed for non-profit/charitable purposes.
More controllable than the association structure, as foundations do not have members and a general meeting, but only a board of directors, which may be self-substituting.
A foundation cannot withdraw money for profits, but can hire and pay employees as long as the remuneration is customary in relation to the nature and scope of the position.
If you cannot be exempted from the Danish Foundations Act and the Danish Business Foundations Act, there is a requirement for start-up capital: For commercial foundations there is a requirement for start-up capital of DKK 300,000, and for non-profit foundations there is a requirement for start-up capital of DKK 1,000,000.
The foundation must have one or more specific purposes, which must be fulfilled for a number of years Difficult to change the purpose
The foundation's assets are irrevocably separated from the founder's assets, and this must be documented.
Requirement for independent management in relation to the founder (as a starting point)
Subject to supervision by either the Danish Business Authority, the Danish Civil Aviation Authority or another public authority
If you sit on the board and are also the artistic director, you may lose the right to unemployment benefits, as you have influence over your own terms of employment and are therefore considered self-employed.
Specifically regarding financial supervision: There is supervision as soon as you have received a public grant, e.g. for a project. This supervision is sufficient to comply with the rules on being exempt from the Foundation Act and the Business Foundation Act.
Board liability: As with associations, the board is not personally liable for the foundation's finances as long as they behave responsibly and sensibly. If the board has behaved particularly irresponsibly (e.g. not holding board meetings or committing a criminal offence), you as a board member can be held personally liable if things go wrong (e.g. bankruptcy where the board has behaved particularly irresponsibly). Therefore, it is important to take the work of the board seriously and that the board relates to the association's financial situation and behaves responsibly and sensibly - and that minutes are kept of board meetings.
Especially regarding the separation of the foundation from the founder: Often, those who become the board of directors found the self-governing institution. You can do this as long as the foundation's finances are irrevocably separated from the founder's finances.
Limited liability companies - e.g. APS and A/S
This can be a private limited company or a public limited company. It is typically formed if there is the prospect of making a lot of money.
Pros and cons of limited liability companies
Limited liability
Possibility of an extended circle of owners
You can save profits at a lower tax rate (22%)
A recognised company form by investors, suppliers and customers
As an owner, you can receive dividends from the company and can also be employed by the company and receive a salary from the company.
A minimum deposit of DKK 40,000 (the share capital)
Funding can be difficult to obtain
Compliance with the mandatory provisions of company law, including requirements such as
Notification and registration with the Danish Business Authority
Preparation of articles of association, register of shareholders and memorandum of association
The way in which decisions are made
Everything that is contributed or accumulated is the company's assets.
Any losses cannot be deducted from your own salary income.
As a minimum, an executive board must be appointed.
Preparation of the annual report (Audit obligation)
Important to be aware of:
It is also important to be aware of the Theatre Act, especially the following sections:
30: If theatre activities are run by a company, association or self-governing institution or as a municipal institution, the statutes of the company, association or institution must be approved by the main public funding body.
Section 31(2): Without the approval of the Minister of Culture, no restrictions may be placed on the right of the theatre management to decide freely and independently on repertoire, engagement and other artistic matters.
PowerPoint for downloading:
Powerpoint: Webinar on the organisation and professionalisation of small theatre groups
Prepared by lawyer Diana Sloth Nielsen from DLA Piper in connection with the webinar ‘Organisation and professionalisation of small theatre groups and companies’ in December 2020.
The webinar ‘Organising and Professionalising Small Theatre Groups and Companies’ was arranged and held in collaboration with Performing Arts Platform and the Project Centre in Dansehallerne.