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Articles Of Association And Shareholders Agreement

Articles Of Association And Shareholders Agreement Template for Denmark

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Articles Of Association And Shareholders Agreement

I need Articles of Association and Shareholders Agreement for a Danish technology startup with three founding shareholders and plans for employee share options, expecting to bring in venture capital investment by March 2025.

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Document background
The Articles of Association and Shareholders Agreement is a crucial document package required when establishing or restructuring a company under Danish law. This document combination is typically used during company formation, when bringing in new shareholders, or when updating governance structures to reflect changed circumstances. The Articles of Association portion must comply with the Danish Companies Act and contains the fundamental rules governing the company's existence, while the Shareholders Agreement provides additional layers of protection and specific arrangements between shareholders. The document package addresses corporate governance, share capital structure, transfer restrictions, voting rights, board composition, and dispute resolution mechanisms. It's essential for protecting shareholder interests while ensuring compliance with Danish corporate law requirements.
Suggested Sections

1. Parties: Identification of the company and all shareholders who are parties to the agreement

2. Background: Context of the company formation and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the document

4. Company Name and Registered Office: Official company name and registered address as required by Danish law

5. Company's Object and Purpose: Description of the business activities and objectives of the company

6. Share Capital and Shares: Details of share capital, share classes, and rights attached to shares

7. General Meetings: Rules for convening and conducting general meetings, voting rights and procedures

8. Board of Directors: Composition, appointment, removal and powers of the board

9. Management: Executive management structure and responsibilities

10. Transfer of Shares: Rules and restrictions regarding share transfers, including pre-emption rights

11. Valuation: Methods for valuing shares in case of transfers or exits

12. Decision Making: Requirements for key business decisions and reserved matters

13. Financial Matters: Dividend policy, funding obligations, and financial reporting

14. Competition and Confidentiality: Non-compete provisions and confidentiality obligations

15. Term and Termination: Duration of the agreement and termination provisions

16. Dispute Resolution: Procedures for resolving disputes between shareholders

17. Governing Law: Confirmation of Danish law as governing law and jurisdiction

Optional Sections

1. Tag-Along and Drag-Along Rights: Include when shareholders want protection in case of majority sale or need mechanism for forcing minority shareholders to join in sale

2. Anti-dilution Protection: Include when protecting against future share issues at lower valuations

3. Intellectual Property Rights: Include when company has significant IP assets requiring special protection

4. Employee Share Schemes: Include when company plans to implement employee share ownership programs

5. Dead-lock Resolution: Include when there are equal shareholders to provide mechanism for resolving deadlocks

6. Put and Call Options: Include when shareholders want rights to force purchase/sale of shares in specific circumstances

7. Strategic Decisions: Include when certain business decisions require special majority or unanimous consent

Suggested Schedules

1. Schedule 1: Details of Shareholders: Complete list of shareholders with their shareholdings and contact details

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, numbers and nominal values

3. Schedule 3: Deed of Adherence: Template for new shareholders joining the agreement

4. Schedule 4: Reserved Matters: List of decisions requiring special majority or unanimous consent

5. Schedule 5: Business Plan: Initial business plan and strategy

6. Schedule 6: Valuation Methodology: Detailed share valuation procedures and formulas

7. Appendix A: Board Rules of Procedure: Detailed rules governing board operations and meetings

8. Appendix B: Power of Attorney: Standard format for shareholder representatives

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board of Directors
Business
Business Day
Business Plan
Chairman
Company
Completion
Confidential Information
Control
Danish Companies Act
Deed of Adherence
Directors
Encumbrance
Executive Management
Fair Market Value
Financial Year
Force Majeure
General Meeting
Group
Initial Business Plan
Intellectual Property Rights
Material Breach
Minority Shareholders
Nominee
Ordinary Shares
Parties
Preference Shares
Prohibited Transfer
Related Party
Reserved Matters
Share Capital
Shareholder
Shareholders Agreement
Shares
Subsidiary
Tag-Along Right
Transfer
Drag-Along Right
Valuation Price
Voting Rights
Working Day
Clauses
Incorporation
Share Capital
Share Classes
Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Management Structure
General Meetings
Voting Rights
Reserved Matters
Dividend Rights
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Funding Obligations
Exit Provisions
Deadlock Resolution
Dispute Resolution
Governing Law
Amendment
Termination
Anti-dilution
Put and Call Options
Valuation
Share Transfer
Representations and Warranties
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Third Party Rights
Relevant Industries

Technology

Manufacturing

Professional Services

Financial Services

Healthcare

Retail

Real Estate

Energy

Transportation

Media and Entertainment

Biotechnology

Construction

Agriculture

Education

Hospitality

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Leadership

Board of Directors

Corporate Secretariat

Finance

Investment

Risk Management

Strategic Planning

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Board Director

Chief Financial Officer

Investment Director

Corporate Governance Officer

Compliance Officer

General Counsel

Managing Partner

Founding Partner

Corporate Secretary

Investment Manager

Industries
Danish Companies Act (Selskabsloven): The primary legislation governing the formation and operation of companies in Denmark, including requirements for articles of association, corporate governance, and shareholder rights
Danish Capital Markets Act (Kapitalmarkedsloven): Regulates securities trading and investment, relevant for provisions regarding share transfers and trading restrictions in the shareholders agreement
Danish Contracts Act (Aftaleloven): Provides the legal framework for contract formation and validity, essential for the enforceability of the shareholders agreement
Danish Financial Statements Act (Ã…rsregnskabsloven): Governs financial reporting requirements, relevant for provisions regarding financial information rights and obligations
EU General Data Protection Regulation (GDPR): Relevant for handling personal data of shareholders and related data protection provisions
Danish Competition Act (Konkurrenceloven): Relevant for provisions regarding non-compete clauses and business restrictions in the shareholders agreement
Danish Administration of Justice Act (Retsplejeloven): Relevant for dispute resolution provisions and enforcement of shareholders' rights
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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