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Limited Company Articles Of Association

Limited Company Articles Of Association Template for Denmark

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Limited Company Articles Of Association

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Document background
Limited Company Articles of Association are required under Danish law when establishing either a private limited company (ApS) or a public limited company (A/S). This document must comply with the Danish Companies Act (Selskabsloven) and contains mandatory provisions regarding the company's name, purpose, share capital, management structure, and basic operational rules. It serves as the company's constitutional document and must be registered with the Danish Business Authority (Erhvervsstyrelsen) during company formation. The Articles can be amended through proper shareholder resolutions, though certain changes may require regulatory approval. This document is essential for both startup companies and existing businesses undergoing corporate restructuring or updating their governance framework.
Suggested Sections

1. Company Name and Purpose: The company's registered name, secondary names if any, and its business purpose

2. Share Capital: Amount of share capital, denomination of shares, and rights attached to shares

3. General Meetings: Rules for convening and conducting general meetings, voting rights, and agenda requirements

4. Electronic Communication: Provisions for electronic communication between the company and shareholders

5. Management: Structure and powers of the management board (bestyrelse) and executive board (direktion)

6. Authority to Bind the Company: Rules about who can sign on behalf of the company

7. Financial Statements and Auditing: Financial year, accounting principles, and auditor requirements

8. Dividends: Rules for declaration and distribution of dividends

Optional Sections

1. Share Classes: Used when the company has different classes of shares with different rights

2. Share Transfer Restrictions: Include when shareholders' ability to transfer shares is restricted

3. Pre-emption Rights: Used when existing shareholders should have priority rights to purchase new shares

4. Digital General Meetings: Include if the company wants to enable fully digital general meetings

5. Redemption Rights: Used when the company or specific shareholders have rights to redeem shares

6. Alternative Dispute Resolution: Include specific procedures for resolving shareholder disputes

7. Shareholder Obligations: Used when shareholders have specific obligations beyond capital contribution

Suggested Schedules

1. Share Register Details: Initial shareholdings and shareholder information

2. Share Transfer Procedures: Detailed procedures for transferring shares if restrictions apply

3. General Meeting Procedures: Detailed procedures for conducting general meetings

4. Management Rules of Procedure: Detailed rules governing management board operations

5. Digital Communication Guidelines: Specific procedures for electronic communication with shareholders

Authors

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Relevant legal definitions
Company
Articles
Share Capital
Shares
Shareholder
Board of Directors
Executive Board
General Meeting
Annual General Meeting
Extraordinary General Meeting
Business Day
Electronic Communication
Digital General Meeting
Share Register
Share Certificate
Financial Year
Annual Report
Dividend
Transfer Notice
Pre-emption Rights
Articles of Association
Danish Companies Act
Danish Business Authority
Simple Majority
Qualified Majority
Management
Chairman
Vice-Chairman
Auditor
Central Business Register (CVR)
Corporate Resolution
Registered Office
Board Resolution
Share Class
Voting Rights
Relevant Industries
Relevant Teams
Relevant Roles
Industries
Danish Companies Act (Selskabsloven): The primary legislation governing limited companies in Denmark, covering formation, registration, management structure, shareholder rights, capital requirements, and corporate governance
Danish Financial Statements Act (Årsregnskabsloven): Regulates financial reporting requirements and accounting standards for Danish companies
Danish Business Authority Executive Orders: Various executive orders issued by the Danish Business Authority (Erhvervsstyrelsen) regarding company registration, documentation, and reporting requirements
EU General Data Protection Regulation (GDPR): Relevant for provisions regarding handling of personal data and privacy protection measures in the company's operations
Danish Corporate Tax Act (Selskabsskatteloven): Governs taxation of limited companies, relevant for provisions regarding dividend distribution and corporate structure
Danish Capital Markets Act (Kapitalmarkedsloven): Relevant if the company plans to issue shares to the public or handle securities
Danish Anti-Money Laundering Act (Hvidvaskloven): Relevant for provisions regarding ownership transparency and beneficial ownership registration
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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