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Shareholders Agreement For Private Limited Company Template for Denmark

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Shareholders Agreement For Private Limited Company

Document background
The Shareholders Agreement For Private Limited Company serves as a fundamental document for Danish ApS companies, establishing the legal framework for shareholder relationships and corporate governance. This agreement becomes essential when multiple shareholders are involved in a private limited company, whether at formation or when new shareholders join. It addresses critical aspects such as share transfers, voting rights, management structure, and profit distribution, all while ensuring compliance with Danish corporate law, particularly the Danish Companies Act (Selskabsloven). The document is especially important for protecting minority shareholder rights, preventing potential conflicts, and providing clear mechanisms for business operations and dispute resolution. It complements the company's Articles of Association and provides more detailed arrangements between shareholders than what is typically included in standard corporate documentation.
Suggested Sections

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

2. Background: Context of the agreement, including company information and purpose of the agreement

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

4. Share Capital and Shareholders: Details of current share capital structure and shareholding distribution

5. Transfer of Shares: Rules and restrictions regarding the transfer of shares, including right of first refusal

6. Corporate Governance: Structure and procedures for company management, board composition, and decision-making

7. General Meetings: Procedures for conducting general meetings and voting rights

8. Reserved Matters: Decisions requiring special majority or unanimous consent

9. Dividend Policy: Framework for distribution of profits and dividend payments

10. Information Rights: Shareholders' rights to company information and financial reports

11. Deadlock Resolution: Procedures for resolving deadlock situations

12. Confidentiality: Obligations regarding confidential information

13. Term and Termination: Duration of the agreement and circumstances for termination

14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders

2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale

3. Anti-dilution Protection: Protection against dilution of shareholding in case of new share issues

4. Vesting Provisions: For agreements involving employee shareholders or founders with vesting schedules

5. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation

6. Put and Call Options: Rights to force sale or purchase of shares under specific circumstances

7. Shareholders Loans: Terms and conditions for loans between shareholders and the company

8. Intellectual Property Rights: Provisions regarding ownership and use of company IP

9. Exit Strategy: Procedures and rights regarding company sale or IPO

Suggested Schedules

1. Schedule 1 - Details of the Company: Company registration details, address, and current directors

2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes and ownership

3. Schedule 3 - Reserved Matters: Comprehensive list of decisions requiring special approval

4. Schedule 4 - Deed of Adherence: Template for new shareholders to join the agreement

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

6. Schedule 6 - Share Valuation Methodology: Agreed method for valuing shares for transfers

7. Schedule 7 - Articles of Association: Copy of the current articles of association

8. Schedule 8 - Board Rules of Procedure: Detailed procedures for board operations and meetings

Authors

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Relevant Industries
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Relevant Roles
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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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