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Directors Resolution

Directors Resolution Template for Denmark

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Directors Resolution

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Document background
A Directors Resolution is essential for documenting corporate decision-making in Denmark. It is used whenever the board of directors needs to make formal decisions about company matters, ranging from routine operational decisions to strategic corporate actions. The document must comply with the Danish Companies Act (Selskabsloven) and may need to be filed with the Danish Business Authority depending on the nature of the decision. Directors Resolutions can be created either through unanimous written consent or during formal board meetings, and they form a crucial part of the company's corporate governance records. They are particularly important for demonstrating compliance with legal requirements, protecting director liability, and providing evidence of proper corporate authorization for various actions.
Suggested Sections

1. Header Information: Company name, registration number, date, and type of resolution (written or from meeting)

2. Attendance and Quorum: List of directors present/participating, confirmation of quorum as per articles of association

3. Background: Brief context explaining why the resolution is needed and any relevant previous board discussions

4. Resolutions: Clear numbered list of all decisions made by the board

5. Confirmation of Authority: Statement confirming the board's authority to make these decisions

6. Certification: Statement certifying that the resolution was properly passed in accordance with company bylaws

7. Signature Block: Space for directors' signatures and dates

Optional Sections

1. Notice and Waiver: Required when formal notice requirements are being waived by all directors

2. Deliberations: Include when there's a need to document significant board discussions leading to the decision

3. Voting Results: Required when there's not unanimous approval or when specifically requested to record the voting breakdown

4. Dissenting Opinions: Include when any director wishes to record their opposition to the resolution

5. Implementation Instructions: Include when specific actions need to be taken to implement the resolutions

6. Conditions Precedent: Include when the resolution's effectiveness is subject to certain conditions being met

Suggested Schedules

1. Supporting Documents: Any relevant documents referenced in the resolution (e.g., financial statements, contracts, reports)

2. Power of Attorney: If the resolution grants specific powers to individuals to execute documents

3. Notice of Meeting: If the resolution was passed at a meeting, attach the original meeting notice

4. Meeting Minutes: If the resolution forms part of a larger board meeting, attach the full minutes

5. Legal Opinions: Any legal opinions relied upon in making the decision

Authors

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Relevant Industries
Relevant Teams
Relevant Roles
Industries
Danish Companies Act (Selskabsloven): The primary legislation governing companies in Denmark, including provisions about board of directors, their duties, responsibilities, and decision-making processes
Danish Financial Statements Act (Årsregnskabsloven): Relevant for resolutions involving financial matters, annual reports approval, and accounting-related decisions
Danish Corporate Governance Recommendations: Soft law guidelines for good corporate governance practices, particularly important for listed companies
Danish Business Authority Guidelines: Administrative guidelines and requirements for filing and documenting company decisions
Danish Registration Act (Registreringsloven): Relevant for resolutions that need to be registered with the Danish Business Authority
Company Articles of Association: While not legislation, the company's articles must be considered as they may contain specific requirements for board resolutions
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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