In order to form either an ApS or an A/S, both the articles of association and a memorandum of association must be produced. Combined, these documents outline the form, organisation and rules upon which the company is based.
While additional company documents are required by Danish law (and will typically be required by the client to protect the business), the articles of association and memorandum of association are paramount.
Memorandum of association
The promoter(s) of the company – be that an ApS or an A/S – must sign the memorandum of association prior to its submission to the DBA.
Memorandum of association must outline the identity and addresses of the promoters, board of directors/ supervising boardmembers or the management board, and the company’s auditor. It must also include provisions regarding the allotment of shares, share issue price, and the formation costs associated with establishing the company.
The A/S’s memorandum of association requires details on the promoters, and on the formation costs associated with establishing the company. Additionally, the memorandum of association must outline decisions related to specific issues (including those related to in-kind contributions and the valuation thereof).
Articles of association
The articles of association essentially outline how the company must be organised and managed, how and by whom decisions must be made, and the rights and obligations of all involved parties.
The articles of association for both the ApS and A/S must at minimum specify:
- the name of the company,
- the objects of the company,
- the amount of the share capital,
- shareholder voting rights, and
- the company’s financial year.
For an ApS, the articles of association must also include provisions about the management of the company and auditor appointment.
Due to the potential for a high membership rate in the A/S, its articles of association must be more detailed than those for the ApS. Therefore, the articles of association of an A/S must contain details on the nominal share value, the number of board members and auditors, notices to convene general meetings and the business to be transacted at annual general meetings.