Denmark: Governing Laws/Bylaw Requirements

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


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