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Articles of Incorporation
I need Articles of Incorporation for a new private limited company in Denmark, specifying a single founder with 100% ownership, a minimum share capital of DKK 40,000, and a board of directors consisting of three members. The document should also outline the company's purpose, registered office, and include provisions for electronic communication with shareholders.
What is an Articles of Incorporation?
Articles of Incorporation form the foundational legal document that officially creates a company under Danish law. When you register your business with the Danish Business Authority (Erhvervsstyrelsen), these articles establish your company's basic framework, including its name, purpose, share capital, and management structure.
Danish law requires specific information in the Articles, like the company's registered office and financial year. This document also sets out crucial rules about shareholder rights, board composition, and how general meetings work. Once approved and registered, it becomes a public record that anyone can access through the central business register (CVR).
When should you use an Articles of Incorporation?
You need Articles of Incorporation when starting any limited liability company (A/S or ApS) in Denmark. This essential document must be filed before your company can legally begin operations, accept investments, or enter into contracts. Most entrepreneurs prepare their Articles during the initial business planning phase, working with their legal advisors to ensure compliance.
The Articles become particularly important when seeking bank financing, bringing in new shareholders, or expanding operations. Danish companies also need to update their Articles when making fundamental changes like increasing share capital, changing the company name, or modifying board structures. Having clear, well-drafted Articles helps prevent future disputes and simplifies regulatory compliance.
What are the different types of Articles of Incorporation?
- Business Articles Of Incorporation: Standard format for commercial companies (A/S and ApS), covering share structure and management rules
- Not For Profit Articles Of Incorporation: Specialized version for non-profit organizations, focusing on charitable purposes and non-distribution constraints
- Articles Of Incorporation Association: Tailored for member-based organizations and associations, detailing membership rights and governance structure
- Certificate Articles Of Incorporation: Certified version required for specific regulatory purposes or international business activities
Who should typically use an Articles of Incorporation?
- Company Founders: Draft and sign the Articles of Incorporation when establishing their business entity in Denmark
- Corporate Lawyers: Review and prepare the Articles to ensure compliance with Danish company law and protect client interests
- Board Members: Must follow governance rules outlined in the Articles and can propose amendments
- Shareholders: Their rights, obligations, and voting procedures are defined by the Articles
- Danish Business Authority: Reviews and registers the Articles, maintaining them in the public record
- Company Secretary: Maintains and updates the Articles as needed for corporate compliance
How do you write an Articles of Incorporation?
- Company Details: Gather your chosen company name, business purpose, and registered address in Denmark
- Capital Structure: Determine initial share capital amount and types of shares to be issued
- Management Model: Decide between a one-tier or two-tier board structure
- Shareholder Information: List all founding shareholders with their ownership percentages
- Financial Year: Select your company's financial reporting period
- Signatory Rules: Define who can sign on behalf of the company
- Document Generation: Use our platform to create a legally compliant draft that includes all mandatory elements
- Final Review: Double-check all information matches your business registration forms
What should be included in an Articles of Incorporation?
- Company Name: Full legal name and any secondary trading names
- Business Purpose: Clear statement of company objectives and permitted activities
- Share Capital: Total authorized capital, share classes, and nominal values
- Registered Office: Official company address in Denmark
- Board Structure: Management system and decision-making procedures
- General Meetings: Rules for conducting and voting at shareholder meetings
- Share Transfer Rules: Procedures for transferring ownership and pre-emptive rights
- Financial Statements: Accounting period and annual reporting requirements
- Amendment Process: Procedures for modifying the Articles
What's the difference between an Articles of Incorporation and an Articles of Association?
While Articles of Incorporation and Articles of Association may sound similar, they serve distinct purposes in Danish corporate law. Articles of Incorporation establish a company's existence legally, while Articles of Association govern how the company operates internally.
- Timing and Purpose: Articles of Incorporation come first, creating the legal entity. Articles of Association follow, detailing operational rules
- Legal Requirements: Articles of Incorporation must be filed with the Danish Business Authority to exist legally. Articles of Association can be modified more freely
- Content Scope: Articles of Incorporation contain basic company information like name and capital. Articles of Association cover detailed governance rules
- Modification Process: Changing Articles of Incorporation requires formal registration. Articles of Association can be updated through internal procedures
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