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A Board Resolution is a formal record of decisions made by a company's board of directors during their meetings. In Danish corporate governance, these resolutions carry legal weight and document important company choices - from appointing new executives to approving major contracts or changing bank signatories.

Under Danish Company Law (Selskabsloven), board resolutions must be properly documented and stored in the company's records. They serve as proof that the board followed correct procedures and help protect both the company and its directors. Most Danish corporations keep their resolutions in a dedicated protocol, which shareholders and auditors can review when needed.

Board Resolutions come into play during pivotal moments in your Danish company's operations. Use them when making major financial decisions like taking out loans, opening new bank accounts, or authorizing significant purchases. They're essential for leadership changes - appointing new directors, accepting resignations, or changing CEO powers.

Danish law requires Board Resolutions for key corporate changes: altering share capital, amending company bylaws, or approving annual reports. Many Danish banks and business partners also expect to see these resolutions before proceeding with major transactions. Having clear, properly documented resolutions helps protect your company and keeps decision-making transparent.

• Board Of Directors Resolution: The standard format used for most major corporate decisions, documenting full board approval.
• Authorised Signatory Resolution: Specifically grants signing authority to designated individuals for financial and legal matters.
• Board Meeting Resolution: Records decisions made during formal board meetings, including voting results and discussion points.
• Board Resolution Power Of Attorney: Delegates specific legal powers to individuals to act on behalf of the company.
• Resolution Of Sole Director: Used by companies with a single director, common in smaller Danish businesses.

• Board Members: Review, discuss, and vote on resolutions during meetings. Their signatures validate the decisions and make them legally binding under Danish law.
• Company Secretary: Drafts the resolution text, maintains official records, and ensures compliance with corporate governance requirements.
• Legal Counsel: Reviews resolution language and advises on legal implications, especially for major corporate changes.
• External Stakeholders: Banks, business partners, and regulatory bodies often require certified board resolutions as proof of authority.
• Company Auditors: Review resolutions during annual audits to verify proper corporate decision-making processes.

• Company Details: Gather exact legal name, CVR number, and registered address as shown in the Danish Business Authority register.
• Meeting Information: Note the date, time, location, and list of attending board members.
• Decision Context: Clearly outline the specific action being authorized and its business purpose.
• Voting Results: Record the exact count of votes for and against, plus any abstentions.
• Required Signatures: Identify which board members must sign under your company's bylaws.
• Supporting Documents: Collect any referenced materials like financial statements or contracts.
• Digital Platform: Use our template system to generate a legally compliant resolution that includes all mandatory elements.

• Header Information: Company name, CVR number, and meeting date in accordance with Danish business registry requirements.
• Quorum Statement: Confirmation that sufficient board members were present under company bylaws.
• Resolution Text: Clear description of the decision made, using precise language that meets Danish legal standards.
• Voting Record: Documentation of how each board member voted on the resolution.
• Authority Statement: Specific powers or actions being authorized through the resolution.
• Signature Block: Space for required signatures, including names and titles of signing directors.
• Digital Compliance: Our platform automatically includes all these elements in the correct format for Danish law.

A Board Resolution differs significantly from a Shareholder Resolution in Danish corporate law. While both are formal decision-making tools, they serve distinct purposes and involve different stakeholders in company governance.

• Decision-Making Authority: Board Resolutions reflect decisions made by directors in their management role, while Shareholder Resolutions represent decisions made by company owners on fundamental matters like mergers or capital changes.
• Legal Requirements: Board Resolutions handle day-to-day operations and strategic decisions within the board's authority. Shareholder Resolutions are needed for major corporate changes under Danish Companies Act.
• Voting Process: Board Resolutions typically need a majority of directors present at a valid meeting. Shareholder Resolutions often require specific voting thresholds based on share capital.
• Implementation Timeline: Board Resolutions take effect immediately upon approval, while Shareholder Resolutions may need registration with the Danish Business Authority.