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Certificate Of Incorporation Memorandum And Articles Of Association

Certificate Of Incorporation Memorandum And Articles Of Association Template for Denmark

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Key Requirements PROMPT example:

Certificate Of Incorporation Memorandum And Articles Of Association

I need a Certificate of Incorporation Memorandum And Articles Of Association for my Danish technology startup to be established by March 2025, with provisions for three share classes and specific pre-emptive rights for the four founding shareholders who will all serve on the board.

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Document background
The Certificate of Incorporation Memorandum and Articles of Association is a mandatory document required for establishing any limited liability company in Denmark. This foundational document must comply with the Danish Companies Act (Selskabsloven) and be filed with the Danish Business Authority (Erhvervsstyrelsen). It serves multiple crucial purposes: legally establishing the company, defining its basic structure and purpose, setting out shareholders' rights and obligations, establishing governance rules, and creating the framework for corporate decision-making. The document is particularly important as it forms the basis for all future corporate actions and must be referenced for any significant company decisions or changes in corporate structure.
Suggested Sections

1. Company Name and Formation: Details of the company name, corporate form (e.g., ApS or A/S), and formation date

2. Registered Office: Statement of the municipality in Denmark where the company has its registered office

3. Company's Object: Description of the company's business purpose and activities

4. Share Capital: Details of the company's share capital, including amount and division into shares

5. Shares: Specifications about share classes, rights, and transferability restrictions

6. General Meetings: Rules for convening and conducting general meetings, including voting rights

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

8. Board of Directors and Management: Structure and powers of the board and management, election procedures

9. Authority to Bind the Company: Rules about who can sign on behalf of the company

10. Financial Statements and Auditing: Provisions regarding the financial year and auditing requirements

11. Initial Subscribers: Information about the founding shareholders and their initial shareholdings

Optional Sections

1. Share Transfer Restrictions: Detailed provisions about share transfer limitations and pre-emptive rights, used when shareholders want specific transfer restrictions

2. Multiple Share Classes: Detailed provisions about different share classes and their rights, used when the company has multiple share classes

3. Digital General Meetings: Provisions for fully digital general meetings, used when the company wants this flexibility

4. Redemption Rights: Provisions about share redemption, used when shareholders want specific redemption rights

5. Executive Committee: Provisions for an executive committee, used in larger companies with more complex management structures

6. Dividend Policy: Specific rules about dividend distribution, used when shareholders want detailed dividend provisions

Suggested Schedules

1. Initial Share Subscription Details: Schedule showing initial shareholders and their share subscriptions

2. Share Capital Payment Terms: Details of how and when the initial share capital is to be paid

3. First Board of Directors: List of initial board members and their details

4. Company Management: Details of initial management appointments

5. Non-Cash Contributions: Valuation report and details if shares are paid by non-cash contributions

6. Power of Attorney: Authorization for completing the registration process with Danish Business Authority

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
Articles of Association
Board of Directors
Business Day
Central Business Register (CVR)
Company
Company's Register of Members
Electronic Communication
Executive Board
Financial Year
General Meeting
Management Board
Memorandum of Association
Objects
Ordinary Resolution
Registered Office
Share Capital
Share Certificate
Shareholder
Special Resolution
Subscriber
Transfer
Transferee
Transferor
Voting Rights
Written Resolution
Annual General Meeting
Extraordinary General Meeting
Dividend
Corporate Representative
Seal
Chairman
Vice-Chairman
Articles
Danish Companies Act
Danish Business Authority
Share Class
Pre-emptive Rights
Digital Meeting Platform
Auditor
Register of Directors
Clauses
Company Name and Formation
Registered Office
Company Objects
Share Capital
Share Classes and Rights
Share Certificates
Share Transfers
Pre-emptive Rights
General Meetings
Voting Rights
Board Powers and Duties
Director Appointment and Removal
Management Structure
Electronic Communication
Corporate Representation
Financial Statements
Dividends
Audit Requirements
Amendment Provisions
Dissolution
Company Duration
Authority to Bind
Alternative Dispute Resolution
Notices
Shareholder Rights
Board Meetings
Executive Management
Corporate Records
Share Capital Increase
Share Capital Reduction
Relevant Industries

Technology

Manufacturing

Retail

Professional Services

Financial Services

Healthcare

Real Estate

Construction

Energy

Transportation

Agriculture

Entertainment

Education

Hospitality

Consulting

E-commerce

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Compliance

Corporate Affairs

Risk Management

Company Secretariat

Business Development

Finance

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Director

Chief Financial Officer

Corporate Governance Officer

Managing Director

Business Development Manager

Company Founder

Entrepreneur

In-house Legal Counsel

Corporate Affairs Manager

Risk Manager

Industries
Danish Companies Act (Selskabsloven): The primary legislation governing the formation and operation of companies in Denmark. It sets out requirements for incorporation, share capital, management structure, and corporate governance.
Danish Business Authority Guidelines: Administrative rules and requirements set by Erhvervsstyrelsen for company registration, documentation, and ongoing compliance.
Danish Company Names Act: Regulations governing the selection and registration of company names, including restrictions and requirements for unique identification.
Danish Financial Statements Act: Requirements for financial reporting and disclosure that need to be considered in the Articles of Association regarding annual reports and auditing.
EU Directive 2017/1132: European Union directive relating to certain aspects of company law, including disclosure requirements and validity of company obligations.
Danish Central Business Register Act: Legislation governing the registration of businesses in the Central Business Register (CVR) and ongoing registration requirements.
Danish Anti-Money Laundering Act: Regulations regarding beneficial ownership registration and transparency requirements that need to be reflected in company documentation.
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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