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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

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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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