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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) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Technology

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Relevant Teams

Legal

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Board of Directors

Compliance

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Company Secretariat

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Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

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Chief Financial Officer

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Managing Director

Business Development Manager

Company Founder

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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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