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Memorandum And Articles Of Association

Memorandum And Articles Of Association Template for Denmark

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Memorandum And Articles Of Association

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Document background
The Memorandum and Articles of Association is a mandatory document required under Danish law for incorporating and operating a company in Denmark. This document is essential when establishing a new company or restructuring an existing one, and must comply with the Danish Companies Act (Selskabsloven). It serves two primary functions: the Memorandum portion documents the company's formation and initial shareholders, while the Articles portion sets out the rules and regulations governing the company's operations. The document must be filed with the Danish Business Authority (Erhvervsstyrelsen) as part of the company registration process and becomes a matter of public record. It establishes everything from share capital requirements and shareholder rights to management structure and corporate governance procedures, making it a fundamental reference point throughout the company's lifecycle.
Suggested Sections

1. Company Name and Formation: Details of the company name, founding date, and company type (e.g., A/S or ApS)

2. Registered Office: The municipality in Denmark where the company has its registered office

3. Company Objects: The purpose and activities of the company

4. Share Capital: Amount of share capital, share classes, and nominal value of shares

5. Shares and Share Certificates: Rules regarding share transfers, share certificates, and share register

6. General Meetings: Procedures for convening and conducting general meetings, including voting rights

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

8. Board of Directors and Management: Composition, election, and powers of the board and management

9. Power to Bind the Company: Rules about who can sign on behalf of the company

10. Financial Statements and Audit: Financial year, accounting principles, and audit requirements

11. Dissolution: Procedures for company dissolution and distribution of assets

Optional Sections

1. Share Classes and Rights: Detailed provisions for multiple share classes with different rights - used when the company has different types of shares

2. Dividend Policy: Specific rules for dividend distribution - used when special dividend arrangements are needed

3. Pre-emption Rights: Detailed provisions for existing shareholders' rights to purchase new shares - used for closely held companies

4. Transfer Restrictions: Specific limitations on share transfers - used for family businesses or closely held companies

5. Digital General Meetings: Provisions for fully digital general meetings - used when company wants this flexibility

6. Employee Representatives: Rules for employee representation on the board - used when company meets size requirements for employee representation

Suggested Schedules

1. Founding Subscribers: Details of the founding shareholders including names, addresses, and shareholdings

2. Initial Board of Directors: Names and details of the initial board members

3. Share Capital Payment Terms: Details of how and when the initial share capital was paid

4. Company Formation Expenses: List of expenses related to the company formation

5. Special Rights or Benefits: Any special rights or benefits granted to founders or others upon formation

Authors

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Relevant legal definitions
Articles of Association
Board of Directors
Business Day
Company
Central Business Register (CVR)
Danish Business Authority
Danish Companies Act
Executive Board
Electronic Communication
Financial Year
General Meeting
Group
Management Board
Memorandum of Association
Municipality of Registered Office
Nominal Value
Objects
Parent Company
Register of Shareholders
Registered Office
Share Capital
Share Certificate
Shareholder
Shares
Share Classes
Share Transfer
Subsidiary
Supervisory Board
Voting Rights
Written/In Writing
Clauses
Company Name and Formation
Company Objects
Share Capital
Share Classes and Rights
Share Transfers
Pre-emption Rights
Registered Office
Electronic Communication
General Meetings
Notice of General Meetings
Voting Rights
Board of Directors
Executive Management
Corporate Representation
Power to Bind
Financial Statements
Audit
Dividends
Communication
Amendment of Articles
Dissolution
Financial Year
Company Registration
Board Powers
Shareholder Rights
Quorum Requirements
Meeting Procedures
Share Certificates
Share Register
Corporate Authority
Relevant Industries
Relevant Teams
Relevant Roles
Industries
Danish Companies Act (Selskabsloven): The primary legislation governing the formation and operation of companies in Denmark. It covers requirements for memorandum and articles of association, company registration, share capital, management structure, and corporate governance.
Danish Business Authority Executive Orders: Supplementary regulations issued by the Danish Business Authority (Erhvervsstyrelsen) providing specific requirements for company registration and documentation.
Danish Financial Statements Act (Årsregnskabsloven): Governs financial reporting requirements and accounting standards that need to be considered in the company's articles, particularly regarding annual reports and auditing requirements.
Danish Central Business Register Act (CVR-loven): Regulates the registration of businesses in the Central Business Register and specifies information that must be included in company documentation.
Danish Commercial Foundations Act (Erhvervsfondsloven): Relevant if the company structure involves a foundation element, governing the establishment and operation of commercial foundations.
Danish Capital Markets Act: Applicable if the company plans to be publicly listed, governing requirements for public offerings and trading of shares.
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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