��������Ƶ

Articles of Organization (selskabets vedtægter in Danish) are the foundational legal document you need to establish a company in Denmark. They spell out your company's basic structure, purpose, and rules - think of them as your business's constitution. When you register with the Danish Business Authority, these articles become your company's official playbook.

Danish law requires specific details in your Articles, including your company name, business purpose, share capital, and how you'll handle shareholder meetings. They also need to cover how your board makes decisions and what happens if someone wants to sell their shares. These rules protect everyone involved and help your business run smoothly under Danish corporate law.

You need Articles of Organization when starting any formal business entity in Denmark, particularly limited liability companies (ApS) or public limited companies (A/S). The Danish Business Authority requires these articles before they'll register your company and grant you legal status to operate.

Common triggers for drafting or updating Articles include launching a startup, bringing in new investors, changing your business structure, or expanding operations. Many entrepreneurs prepare these articles when seeking bank financing or entering contracts with major clients, as Danish banks and business partners often request them to verify your company's legal standing and decision-making processes.

• Standard Articles (basic version): Used by small ApS companies, covering only mandatory elements like company name, purpose, and share capital
• Expanded Articles: Include detailed governance rules, share transfer restrictions, and specific voting rights - common for larger A/S companies
• Startup-Focused Articles: Feature provisions for future investment rounds, vesting schedules, and anti-dilution protection
• Professional Services Articles: Tailored for law firms, consulting companies, and other regulated professions with specific ownership requirements
• Holding Company Articles: Designed for investment vehicles and holding structures with specialized dividend and management provisions

• Company Founders: Draft and sign the initial Articles of Organization when establishing their Danish business entity
• Corporate Lawyers: Prepare and review the articles to ensure compliance with Danish law and protect client interests
• Board Members: Must follow and enforce the rules outlined in the articles while managing company affairs
• Shareholders: Bound by the articles' provisions regarding voting rights, share transfers, and dividend distributions
• Danish Business Authority: Reviews and registers the articles as part of the company formation process
• Company Secretary: Maintains and updates the articles as needed for corporate governance

• Basic Company Details: Gather your chosen company name, business purpose, registered address, and fiscal year dates
• Capital Structure: Determine share capital amount, share classes, and nominal value of shares
• Management Setup: Decide between a one-tier or two-tier management structure and identify board members
• Shareholder Rights: Plan voting rights, share transfer restrictions, and dividend distribution rules
• Meeting Procedures: Establish rules for general meetings, notice periods, and voting procedures
• Digital Platform: Use our platform to generate legally compliant articles that meet Danish Business Authority requirements

• Company Identity: Legal name, business purpose, registered office address in Denmark
• Share Capital: Total amount, number of shares, share classes, and nominal value per share
• Management Structure: Board composition, executive management roles, signing authority rules
• General Meetings: Procedures for annual and extraordinary meetings, notice requirements, voting rules
• Share Transfer Rules: Pre-emptive rights, transfer restrictions, valuation methods
• Financial Statements: Fiscal year definition, accounting principles, dividend distribution rules
• Amendment Procedures: Rules for changing articles, required majorities for modifications
• Dissolution Terms: Procedures for company liquidation or winding-up

Articles of Organization are often confused with Model Articles of Association, but they serve different purposes in Danish corporate law. While both documents govern company operations, their scope and application differ significantly.

• Legal Status: Articles of Organization are your company's unique constitutional document filed with the Danish Business Authority, while Model Articles are standardized templates provided by regulators as starting points
• Customization Level: Articles of Organization are specifically tailored to your business needs and structure, whereas Model Articles offer basic provisions that many companies adopt without modification
• Binding Effect: Your Articles of Organization create legally binding obligations once registered, while Model Articles only become binding when formally adopted and customized
• Amendment Process: Changes to Articles of Organization require shareholder approval and registration, but Model Articles can be modified more freely during the adoption process