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Articles of Association
I need Articles of Association for a new Danish limited liability company, outlining the company's purpose, share capital, and management structure, with provisions for electronic general meetings and a flexible share class structure to accommodate future investors.
What is an Articles of Association?
Articles of Association form the core rulebook for Danish companies, spelling out how the business runs day-to-day. They cover everything from shareholder rights and board meetings to how profits get distributed - essentially acting as the company's internal constitution under Danish law.
These rules must align with the Danish Companies Act and get filed with the Danish Business Authority when setting up a company. While some standard templates exist, many businesses customize their Articles to fit specific needs, like special voting rights or share classes. Companies can update them later through shareholder votes when business needs change.
When should you use an Articles of Association?
You need Articles of Association when starting any new company in Denmark - it's a mandatory part of business registration with the Danish Business Authority. This document becomes especially important when bringing in new shareholders, setting up different share classes, or establishing specific decision-making processes.
Companies also update their Articles of Association during major changes like mergers, expansions into new business areas, or when reorganizing their management structure. Having clear, well-drafted Articles helps prevent disputes between shareholders and provides a solid framework for handling unexpected situations or disagreements about company operations.
What are the different types of Articles of Association?
- Memorandum And Articles Of Association: Standard comprehensive version combining founding document and operational rules
- Model Articles Of Association For Private Companies: Simplified template following Danish Business Authority guidelines for private companies
- Articles Of Association For Nonprofit Organization: Specialized version for non-profit entities with specific tax and governance provisions
- By Laws Articles Of Association: Detailed version focusing on internal governance rules
- Articles Of Association And Shareholders Agreement: Combined version incorporating detailed shareholder rights and obligations
Who should typically use an Articles of Association?
- Company Founders: Must create and sign the Articles of Association when establishing their Danish company, setting initial rules and structure
- Board of Directors: Ensures compliance with Articles and proposes amendments when needed
- Shareholders: Vote on changes to Articles and must follow the rules they establish regarding voting rights, dividends, and share transfers
- Corporate Lawyers: Draft and review Articles to ensure compliance with Danish law and protect client interests
- Danish Business Authority: Reviews and registers Articles as part of company registration, ensuring they meet legal requirements
- Company Secretary: Maintains and updates Articles, ensuring proper documentation of any changes
How do you write an Articles of Association?
- Basic Company Details: Gather company name, business purpose, registered address, and founding date
- Share Structure: Determine total capital, share classes, nominal values, and voting rights
- Management Setup: Define board composition, executive roles, and decision-making procedures
- Operational Rules: Plan meeting procedures, voting majorities, and dividend distribution policies
- Stakeholder Input: Consult key shareholders on specific preferences or restrictions
- Legal Requirements: Review Danish Companies Act guidelines for mandatory provisions
- Document Generation: Use our platform to create a legally compliant draft with all required elements
- Internal Review: Check alignment with business goals and stakeholder expectations
What should be included in an Articles of Association?
- Company Name: Full legal name and registration number as per Danish Business Authority
- Business Purpose: Clear description of company's activities and objectives
- Share Capital: Total amount, share classes, and nominal values
- General Meetings: Rules for convening, voting procedures, and majority requirements
- Management Structure: Board composition, executive roles, and signing authority
- Financial Year: Specified accounting period and dividend distribution rules
- Transfer Rules: Procedures for trading shares and pre-emptive rights
- Amendment Process: Requirements for changing Articles in compliance with Danish law
- Electronic Communication: Rules for digital notifications and online meetings
What's the difference between an Articles of Association and a Memorandum of Association?
Articles of Association and Memorandum of Association serve different but complementary roles in Danish company law. While often created together, they have distinct purposes and content requirements.
- Scope and Purpose: Articles focus on internal governance rules and operational procedures, while the Memorandum defines the company's relationship with external parties and fundamental characteristics
- Content Coverage: Articles detail shareholder rights, board procedures, and decision-making processes. The Memorandum states company name, objectives, and share capital structure
- Modification Process: Articles can be amended through shareholder resolutions, while the Memorandum typically requires more formal procedures and authority approval
- Legal Standing: Articles govern ongoing operations and internal relationships, whereas the Memorandum establishes the company's legal existence and basic framework
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