Company law

Before you set up a limited liability company, it is first and foremost crucial that you choose the right type of company to suit your business, including its activity, size, risk and capital needs. Many people tend to opt for a limited liability company or limited liability partnership. However, this is not always the best option.
We advise on the optimal choice of company form and can subsequently assist with the incorporation.
The incorporation process includes choosing a name for the company, formulating the company's purpose, raising capital to meet the capital requirements of the Companies Act (as a minimum), preparing the necessary company law documents and choosing the management structure and management members, including whether there should be both an executive board and a board of directors. Everything is formalized by signing the documents and then registering with the Danish Business Authority, which will give the company a CVR number, provided that the necessary share capital has been paid in.
Once the company is registered with the Danish Business Authority, certain information about the company becomes publicly available on CVR.dk, including the company's address, purpose, financial year and ownership.

A limited liability company can be founded by one or more natural or legal persons. If the founder is a natural person, the founder must be of legal age, which means that the person must be at least 18 years old and not under guardianship. In addition, the founder must not be bankrupt or Restructuring, and there must be no restrictions on their legal capacity.
A limited liability company in Denmark can easily be founded by a foreign natural person or a foreign company, provided the general conditions mentioned above are met.

To set up a limited liability company, several company law documents must be prepared. It is necessary to prepare a memorandum and articles of association for the company and a register of owners. If there are several owners, we also recommend drawing up a shareholders' agreement.
CLEMENS has extensive experience in drafting documents for the formation of limited liability companies and advising on the conclusion of shareholders' agreements. With our help, you can be sure that the legal foundation is in place from the start. This helps minimize the risk of subsequent challenges and unforeseen conflicts.

The Memorandum of Association is the basis for the formation of a company. It is the agreement that the founders sign to establish the company. There are a number of minimum requirements for the contents of the Memorandum of Association. The document must be dated and signed by all founders before the company can be registered with the Danish Business Authority.

A company must have a set of articles of association that regulate the company's affairs. The articles of association contain the basic information about the company, including the name, purpose, amount of capital, rights of capital shares, management structure and financial year. The articles of association also contain the basic rules for how the company should be run and the rules for convening and holding general meetings. There are a number of minimum requirements for the content of the articles of association.

A shareholders' register is a record of all the company's owners and their ownership interests and voting rights. The company is obliged to create the register of owners as soon as possible after incorporation and must continuously keep it updated with correct information. Changes in ownership, voting rights or pledges must therefore be noted in the register of shareholders. Clarity on these matters is crucial when transferring shares, paying out dividends and holding general meetings.

A shareholders' agreement is the legal framework for owning a company together. It contains rules that regulate how decisions are made, how and in what situations shares can be transferred and how joint ownership can be dissolved. Although a shareholders' agreement is not mandatory under company law, it can help create clarity and predictability and thus prevent conflicts between owners.

A holding company is the term for a company whose main purpose is to own shares in other companies. Holding companies are not an actual form of company. They are typically incorporated as limited liability companies or private limited companies. Holding companies are used as an alternative to owning operating companies personally, as a holding company will be inserted into the corporate structure between the operating company and the personal owner. There can be a number of advantages to owning shares through holding companies. Conversely, there can also be disadvantages associated with a holding company structure. We can advise you on when it's a good idea to set up a holding company.