Legal Templates
Certificate Articles Of Incorporation

Certificate Articles Of Incorporation Template for Denmark

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Certificate Articles Of Incorporation

I need Certificate Articles of Incorporation for a Danish technology startup with dual share classes (A and B shares), planning to incorporate in March 2025, with provisions for fully digital general meetings and special rights for Series A investors.

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What is a Certificate Articles Of Incorporation?

Certificate Articles of Incorporation are required when establishing a new company in Denmark or modifying an existing company's fundamental structure. This document serves as the company's constitution and must comply with the Danish Companies Act (Selskabsloven). It is filed with the Danish Business Authority (Erhvervsstyrelsen) and becomes publicly available upon registration. The Articles of Incorporation contain crucial information about the company's organization, including share capital, management structure, shareholder rights, and corporate governance rules. This document is essential for maintaining legal compliance and providing a framework for company operations in Denmark.

What sections should be included in a Certificate Articles Of Incorporation?

1. Company Name and Registered Office: Legal name of the company and its registered address in Denmark

2. Company's Object: Statement of the company's business purpose and activities

3. Share Capital: Amount of share capital, nominal value of shares, and share classes if applicable

4. Shares and Share Certificates: Rights attached to shares, transferability rules, and share certificate provisions

5. General Meetings: Rules for convening and conducting general meetings, including notice requirements and voting rights

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

7. Board of Directors and Management: Structure and powers of the board and executive management

8. Authority to Bind the Company: Rules regarding who can sign on behalf of the company

9. Financial Statements and Auditing: Financial year definition and auditing requirements

10. Amendments to Articles: Procedures for amending the articles of incorporation

What sections are optional to include in a Certificate Articles Of Incorporation?

1. Pre-emptive Rights: Additional rules regarding shareholders' pre-emptive rights in capital increases

2. Share Transfer Restrictions: Specific restrictions on share transfers beyond statutory requirements

3. Dividend Policy: Specific rules for dividend distribution if different from statutory provisions

4. Redemption Rights: Provisions for share redemption or buy-back arrangements

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

6. Multiple Share Classes: Detailed provisions for different share classes and associated rights

7. Board Committees: Provisions for establishing and operating board committees

What schedules should be included in a Certificate Articles Of Incorporation?

1. Schedule 1: Initial Share Capital Distribution: Details of initial shareholders and their shareholdings

2. Schedule 2: First Board of Directors: Names and details of initial board members

3. Schedule 3: Share Classes: Detailed description of different share classes and associated rights, if applicable

4. Schedule 4: Subscription Price: Details of share subscription prices and payment terms

5. Schedule 5: Initial Management: Details of initial executive management team

6. Appendix A: Power of Attorney: Standard power of attorney format for company representation

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

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alex.den.21@genieai.co
Relevant legal definitions
Company
Articles
Board of Directors
Executive Management
General Meeting
Annual General Meeting
Extraordinary General Meeting
Share Capital
Shares
Shareholder
Share Certificate
Share Register
Financial Year
Business Day
Danish Companies Act
Danish Business Authority
Central Business Register (CVR)
Registered Office
Electronic Communication
Digital General Meeting
Power of Attorney
Simple Majority
Qualified Majority
Transfer of Shares
Pre-emptive Rights
Dividend
Articles of Association
Corporate Purpose
Auditor
Chairman
Vice-Chairman
Company Secretary
Subsidiary
Group
Related Party
Relevant Industries

Technology

Manufacturing

Financial Services

Retail

Healthcare

Professional Services

Real Estate

Energy

Transportation

Agriculture

Construction

Education

Entertainment

Hospitality

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Governance

Executive Management

Board of Directors

Corporate Secretary Office

Finance

Risk Management

Investor Relations

Business Development

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Member

Company Director

Corporate Governance Officer

Managing Director

General Counsel

Business Development Manager

Company Founder

Investor Relations Manager

Risk Manager

Industries
Danish Companies Act (Selskabsloven): The primary legislation governing the formation and operation of companies in Denmark. It covers requirements for articles of incorporation, company types, management structure, and corporate governance.
Danish Business Authority Guidelines: Regulatory guidelines from Erhvervsstyrelsen specifying requirements for company registration, documentation, and ongoing compliance obligations.
Danish Financial Statements Act (Ã…rsregnskabsloven): Legislation governing accounting requirements and financial reporting standards that need to be considered in the company's articles.
Danish Registration Act (Tinglysningsloven): Legislation concerning the registration of companies and legal documents with public authorities.
Danish Central Business Register Act (CVR-loven): Law governing the registration of businesses in the Central Business Register and requirements for company identification.
Danish Act on Processing of Personal Data: Regulations regarding handling of personal data in corporate documents and registrations, complementing GDPR requirements.
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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