Incorporation Agreement Template for Denmark

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Incorporation Agreement

Document background
The Incorporation Agreement is a crucial document used when establishing a new company in Denmark, serving as the foundational contract between founding members. This document is required when two or more parties wish to formally establish a company under Danish law, detailing the initial structure, responsibilities, and contributions of each founding member. The agreement must comply with the Danish Companies Act and includes essential information such as share capital allocation, management composition, and registration requirements. An Incorporation Agreement typically precedes the company's formal registration with the Danish Business Authority and is often prepared in conjunction with the Articles of Association. The document is particularly important as it establishes the legal framework for the company's operation and helps prevent future disputes by clearly documenting the founding members' intentions and agreements.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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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