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Model Articles Of Association For Private Companies
1. Name and Object: The company's name, secondary names if any, and registered office location
2. Company Purpose: Detailed description of the company's business objectives and activities
3. Share Capital: Amount of share capital, division into shares, and nominal value of shares
4. Shares and Share Certificates: Share classes, rights attached to shares, and rules regarding share certificates
5. Share Register: Provisions for maintaining the register of shareholders and recording share transfers
6. Transfer of Shares: Rules and restrictions regarding the transfer of shares, including any pre-emption rights
7. General Meetings: Rules for convening and conducting general meetings, including notice requirements and voting procedures
8. Electronic Communication: Provisions for electronic notices and communication between company and shareholders
9. Board of Directors and Management: Composition, election, and powers of the board and executive management
10. Power to Bind the Company: Rules about who can sign on behalf of the company and in what capacity
11. Financial Statements and Audit: Provisions regarding the financial year, annual reports, and auditor requirements
12. Dissolution: Procedures for voluntary dissolution and distribution of assets upon liquidation
1. Share Classes: Detailed provisions for different share classes with varying rights - used when the company has multiple share classes
2. Digital General Meetings: Specific rules for conducting fully digital general meetings - relevant for companies wanting this flexibility
3. Redemption Rights: Provisions for share redemption - used when shareholders want the ability to force-purchase others' shares
4. Tag-Along and Drag-Along Rights: Special provisions for share transfers in case of majority sale - relevant for companies with multiple shareholders
5. Dividend Policy: Specific rules for dividend distribution - useful for companies with complex ownership structures
6. Executive Committee: Provisions for establishing an executive committee - relevant for larger private companies
7. Alternative Dispute Resolution: Procedures for resolving shareholder disputes through mediation or arbitration
1. Initial Subscribers: List of founding shareholders with their respective shareholdings and contributions
2. Share Transfer Agreement Template: Standard form for documenting share transfers between shareholders
3. Board Rules of Procedure: Detailed procedures for board meetings and decision-making processes
4. Power of Attorney Template: Standard form for appointing proxies for general meetings
5. Shareholder Agreement Summary: Overview of key points from any separate shareholder agreement (if applicable)
Authors
Articles of Association
Board of Directors
Business Day
Central Business Register (CVR)
Company
Danish Companies Act
Electronic Communication
Executive Management
Extraordinary General Meeting
Financial Year
General Meeting
Management Board
Nominal Value
Notice
Ordinary Resolution
Register of Shareholders
Registered Office
Share Capital
Share Certificate
Shareholder
Special Resolution
Subsidiary
Transfer
Voting Rights
Written Resolution
Electronic Platform
Chairman
Vice-Chairman
Corporate Representative
Distributable Reserves
Dividend
Related Party
Simple Majority
Qualified Majority
Company Objects
Share Capital
Share Rights
Share Transfer
Pre-emption Rights
Share Certificates
General Meetings
Notice Requirements
Voting Rights
Board Composition
Management Authority
Electronic Communication
Financial Statements
Dividends
Audit Requirements
Corporate Representation
Amendment Rights
Dissolution
Shareholder Register
Record Keeping
Meeting Procedures
Quorum Requirements
Majority Requirements
Director Appointment
Director Removal
Management Powers
Signatory Rules
Capital Increase
Capital Reduction
Share Classes
Transfer Restrictions
Redemption Rights
Company Communications
Conflict Resolution
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