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Company Articles Of Association

Company Articles Of Association Template for Denmark

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Company Articles Of Association

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Document background
Company Articles of Association are required for establishing any corporate entity in Denmark. This document must be prepared when founding a new company or modifying an existing company's fundamental structure. The Articles must comply with the Danish Companies Act (Selskabsloven) and contain mandatory provisions about the company's name, purpose, share capital, management structure, and general meetings. They are filed with the Danish Business Authority as part of the company registration process and serve as the primary reference for corporate governance matters. Any amendments to the Articles must be approved by shareholders at a general meeting and registered with the Danish Business Authority. The document is particularly crucial during company formation, corporate restructuring, changes in share capital, or modifications to fundamental company characteristics.
Suggested Sections

1. Name and Purpose: Company's registered name, secondary names if any, and corporate purpose

2. Share Capital and Shares: 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 decision-making processes

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

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

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

7. Financial Statements and Auditing: Provisions about the financial year, preparation of accounts, and auditing requirements

8. Dividends: Rules for distribution of dividends and other distributions to shareholders

Optional Sections

1. Share Classes: Used when the company has multiple share classes with different rights

2. Share Transfer Restrictions: Include when there are limitations on how shares can be transferred

3. Pre-emptive Rights: Special provisions for existing shareholders' rights to purchase new shares

4. Redemption Rights: Include when certain shareholders have rights to redeem shares

5. Digital General Meetings: Specific provisions for holding fully digital general meetings

6. Board Committees: Used when establishing specific committees like audit or nomination committees

7. Alternate Directors: Provisions for appointment of alternate directors if allowed

8. Shareholder Agreements Reference: Reference to existence of separate shareholder agreements if applicable

Suggested Schedules

1. Share Capital History: Record of changes in share capital since company formation

2. Specimen Share Certificate: Template for physical share certificates if used

3. Board Rules of Procedure: Detailed rules governing board operations and meetings

4. Power of Attorney Template: Standard format for proxies for general meetings

5. Digital Meeting Procedures: Detailed procedures for conducting digital meetings

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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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