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Incorporation Agreement
1. Parties: Identification of all founding members/shareholders with full legal names, addresses, and registration numbers if applicable
2. Background: Context of the incorporation, including the business purpose and goals of establishing the company
3. Definitions: Definitions of key terms used throughout the agreement
4. Company Formation: Details of the company being formed, including name, business type, registered office, and business purpose
5. Share Capital: Structure and allocation of initial share capital, including share classes and nominal values
6. Subscription of Shares: Details of how shares are subscribed to and payment terms for share capital
7. Management Structure: Composition and appointment of initial board of directors and executive management
8. Registration and Establishment: Process and responsibilities for registering the company with the Danish Business Authority
9. Costs and Expenses: Allocation of incorporation costs and professional fees
10. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes
1. Shareholders' Agreement Provisions: Include when founders wish to incorporate key shareholders' agreement terms directly in the incorporation agreement
2. Intellectual Property Rights: Include when founders are transferring existing IP to the company upon incorporation
3. Non-Competition and Confidentiality: Include when founders need to be bound by non-compete and confidentiality obligations
4. Employment Terms: Include when founding members will be employed by the company
5. Additional Capital Commitments: Include when founders agree to future capital contributions
6. Pre-incorporation Activities: Include when addressing activities or expenses incurred before formal incorporation
7. Business Plan Implementation: Include when specific business milestones or objectives need to be agreed upon
1. Schedule 1 - Share Subscription Details: Detailed breakdown of share subscriptions, including subscriber names, share numbers, classes, and nominal values
2. Schedule 2 - Articles of Association: Draft articles of association to be adopted upon incorporation
3. Schedule 3 - Initial Board Resolutions: First resolutions to be passed by the board upon incorporation
4. Schedule 4 - Business Plan: Detailed business plan and financial projections (if applicable)
5. Schedule 5 - Asset Transfer List: List of assets being transferred to the company upon incorporation
6. Schedule 6 - Form of Power of Attorney: Power of attorney for completing registration formalities
7. Appendix A - KYC Documentation: Required identification and verification documents for all founders
Authors
Articles of Association
Board of Directors
Business Day
Business Plan
Central Business Register (CVR)
Company
Completion Date
Confidential Information
Danish Business Authority
Danish Companies Act
Effective Date
Executive Management
Financial Year
Founding Shareholders
General Meeting
Incorporation Documents
Initial Share Capital
Intellectual Property Rights
Management Board
Memorandum of Association
Nominal Value
Ordinary Shares
Parties
Registered Office
Registration Date
Share Capital
Share Certificate
Shareholders
Shareholders' Register
Signing Date
Subscription Amount
Subscription Price
Supervisory Board
Tax Year
Transfer
Voting Rights
Share Capital
Share Subscription
Payment Terms
Company Name and Purpose
Registered Office
Board Composition
Management Structure
Shareholder Rights
Transfer Restrictions
Pre-emptive Rights
Voting Rights
Dividend Rights
Registration and Establishment
Costs and Expenses
Representations and Warranties
Confidentiality
Non-Competition
Intellectual Property
Asset Transfer
Employment Terms
Tax Matters
Completion Conditions
Post-Completion Obligations
Notices
Assignment
Severability
Entire Agreement
Amendments
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
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