When starting a company in Denmark, a certain set of governing laws/bylaws set forth between members and managers of a business need to be created. A memorandum of association, articles of association, and a registration form setting out the company’s details must be submitted to the Danish Business Authority. The registration procedure takes 1-3 days using the online system or up to 8 weeks or more through paper registration. If the promoter is a non-Danish legal entity, the registration cannot be made using online registration.

Memorandum of Association:

• Names, addresses, and CVR numbers of the promoters
• Subscription price of the shares
• Time limits for subscribing and paying for shares
• From which date formation takes legal effect
• From which date formation takes effect for accounting purposes
• Whether the limited liability company must pay the initial expenses and, if so, the estimated amount of such expenses
• Other (if relevant):
  • Special rights or benefits accruing to the promoters or others
  • Any agreement entered into with the promoters or others that may impose a major financial obligation on the company
  • That shares may be subscribed against contribution of assets other than cash
  • That the annual report of the company is not to be audited if the company qualifies for an audit exemption under the Danish Financial Statements Act or any other statute
  • The amount of the subscribed share capital that is paid up at the date of formation

Articles of Association:

• Company name and any secondary name(s)
• Company object(s)
• Amount of share capital and the number or nominal value of the shares
• The rights attached to the shares
• The company’s governing bodies
• Notice of general meetings
• The company’s financial year

Sources

• Danish Business Authority

• Danish Companies Act

• Danish Business Authority
• Danish Companies Act