Company Ownership Agreement Template for Denmark

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Company Ownership Agreement

Document background
The Company Ownership Agreement serves as a fundamental document in Danish corporate governance, essential for businesses establishing or modifying their ownership structure under Danish law. This agreement is typically used when multiple shareholders are involved in a company, whether at formation, during ownership transitions, or when updating existing arrangements. It comprehensively addresses crucial aspects such as share ownership, transfer rights, voting procedures, and management responsibilities, all while ensuring compliance with Danish corporate law, particularly the Selskabsloven. The document is vital for preventing future disputes by clearly defining shareholders' rights and obligations, governance procedures, and exit mechanisms. It becomes particularly important in scenarios involving multiple shareholders, foreign investors, or complex ownership structures, providing a robust framework for sustainable corporate governance.
Suggested Sections

1. Parties: Identification of all parties entering into the agreement, including full legal names and addresses

2. Background: Context of the agreement, company history, and purpose of the arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Company Structure and Ownership: Details of company shares, ownership percentages, and share classes

5. Rights and Obligations of Owners: Fundamental rights and responsibilities of shareholders

6. Transfer of Shares: Rules and procedures for transferring ownership, including right of first refusal

7. Corporate Governance: Management structure, board composition, and decision-making processes

8. Shareholders' Meetings: Procedures for conducting shareholders' meetings and voting rights

9. Financial Matters: Dividend policy, capital contributions, and financial reporting requirements

10. Confidentiality: Obligations regarding company and shareholder information

11. Dispute Resolution: Procedures for resolving conflicts between shareholders

12. Term and Termination: Duration of the agreement and conditions for termination

13. Governing Law: Specification of Danish law as governing law and jurisdiction

14. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability

Optional Sections

1. Tag-Along Rights: Optional section for minority shareholder protection, allowing them to join in sale of majority shares

2. Drag-Along Rights: Optional section enabling majority shareholders to force minority shareholders to join in a sale

3. Anti-Dilution Provisions: Protection against ownership dilution in case of new share issuance

4. Intellectual Property Rights: Relevant for companies with significant IP assets

5. Employment Obligations: For agreements where shareholders are also employees

6. Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

7. Exit Strategy: Detailed procedures for company sale or IPO

8. Deadlock Resolution: Specific procedures for resolving management deadlocks

9. Preemptive Rights: Rights of existing shareholders to maintain ownership percentage in new share issues

Suggested Schedules

1. Schedule 1: Share Capital and Ownership Structure: Detailed breakdown of share ownership, share classes, and voting rights

2. Schedule 2: Initial Business Plan: Company's current business plan and strategic objectives

3. Schedule 3: Deed of Adherence: Template for new shareholders joining the agreement

4. Schedule 4: Valuation Methods: Agreed methods for company and share valuation

5. Schedule 5: Reserved Matters: List of decisions requiring special majority or unanimous approval

6. Schedule 6: Company's Articles of Association: Current articles of association

7. Schedule 7: Board Procedures: Detailed procedures for board meetings and decision-making

8. Schedule 8: Dividend Policy: Detailed policy for dividend calculations and distributions

Authors

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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