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Operating Agreement
I need an operating agreement for a newly formed Danish limited liability company with two managing members, outlining their respective roles, responsibilities, and profit-sharing arrangements, while ensuring compliance with Danish corporate laws and including provisions for dispute resolution and member withdrawal.
What is an Operating Agreement?
An Operating Agreement sets the ground rules for how a Danish limited liability company (ApS or IVS) runs its business. It's like a roadmap that spells out how owners make decisions, share profits, and handle daily operations. Danish law doesn't require companies to have one, but it's a smart way to prevent conflicts and confusion later.
Beyond the basic rules in the Danish Companies Act, this agreement can include specific terms about voting rights, capital contributions, and what happens if an owner wants to leave. It's especially important for companies with multiple owners, as it helps avoid costly disputes and keeps everyone on the same page about their rights and responsibilities.
When should you use an Operating Agreement?
Create an Operating Agreement when starting a new Danish company with multiple owners, especially before making major business decisions or investments. This timing helps prevent misunderstandings about ownership, voting rights, and profit-sharing while everyone is still aligned and cooperative.
It's particularly crucial to put this agreement in place when owners have different roles or investment levels, when bringing in new partners, or when Danish and international investors are involved. Many business owners wait until conflicts arise鈥攂ut drafting clear rules during peaceful times makes future disagreements much easier to resolve and protects everyone's interests under Danish law.
What are the different types of Operating Agreement?
- Single Member Operating Agreement: Streamlined version for solo entrepreneurs, focusing on basic governance and protecting personal liability protection under Danish law
- Operating Agreement For Corporation: Comprehensive format for larger companies, covering complex voting structures and corporate governance requirements
- Operating Management Agreement: Specialized version emphasizing day-to-day management roles and responsibilities between owners and professional managers
- Operations And Management Agreement: Detailed agreement focusing on operational procedures and management duties in larger organizations
Who should typically use an Operating Agreement?
- Business Owners (Kapitalejere): Primary users who establish the Operating Agreement to define their rights, responsibilities, and profit-sharing arrangements in Danish ApS or IVS companies
- Company Directors (Direkt酶rer): Execute and follow the agreement's management provisions while running daily operations
- Legal Advisors: Draft and review agreements to ensure compliance with Danish corporate law and protect clients' interests
- Investors: Review Operating Agreements before investing to understand company governance and their potential rights
- Business Partners: Reference the agreement when engaging in joint ventures or significant business dealings with the company
How do you write an Operating Agreement?
- Company Details: Gather CVR number, business address, and official registration documents from the Danish Business Authority
- Ownership Structure: Document each owner's capital contribution, ownership percentage, and voting rights
- Management Rules: Define decision-making processes, meeting procedures, and authority levels for daily operations
- Financial Arrangements: Outline profit distribution, loss allocation, and capital call procedures
- Exit Strategy: Plan procedures for ownership transfers, buyouts, or company dissolution
- Digital Platform: Use our automated system to generate a legally compliant Operating Agreement that incorporates all these elements according to Danish law
What should be included in an Operating Agreement?
- Company Information: Legal name, CVR number, registered address, and business purpose under Danish law
- Ownership Structure: Members' names, capital contributions, and ownership percentages
- Voting Rights: Decision-making procedures, meeting requirements, and majority thresholds
- Profit Distribution: Rules for sharing profits, losses, and tax obligations
- Transfer Provisions: Procedures for selling shares and admitting new members
- Dissolution Terms: Process for winding up the company and distributing assets
- Governing Law: Statement confirming Danish law jurisdiction and compliance with the Companies Act
What's the difference between an Operating Agreement and a Business Acquisition Agreement?
While an Operating Agreement governs internal company operations and relationships between owners, a Business Acquisition Agreement focuses on the one-time transaction of buying or selling a business. These documents serve distinct purposes in Danish corporate law, though both are crucial for business operations.
- Timing and Duration: Operating Agreements are ongoing governance documents that last throughout a company's life, while Business Acquisition Agreements cover a specific transaction period
- Parties Involved: Operating Agreements bind company owners and managers, whereas Business Acquisition Agreements involve buyers, sellers, and often their respective legal entities
- Content Focus: Operating Agreements detail management structure, profit sharing, and daily operations; Business Acquisition Agreements cover purchase price, assets transferred, and warranties
- Legal Requirements: Under Danish law, Operating Agreements are optional but recommended, while Business Acquisition Agreements are mandatory for company sales
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