Most businesses will need legal advice on commercial and corporate matters during their lifetime. No two businesses are the same. The same can be said about the possible solutions to the many different issues that can arise in a business.

Do you have a corporate law challenge that you want us to help solve?

A wide range of challenges can arise when setting up, running and winding down your business that require legal advice. At the same time, company law provides opportunities to choose good and individual solutions with the right legal advice. In a number of cases, however, a standard solution is chosen without much thought. This is far from always the best choice, and making the wrong choice can have major consequences, for example, because the solution may be illegal or have inappropriate tax consequences. At CLEMENS, we have extensive experience in providing advice in all areas of commercial and corporate law. We possess a high degree of specialist knowledge due to our many years of experience in advising a wide range of clients - from start-up entrepreneurial companies to large limited liability companies with a broad shareholder base and diverse businesses in between. At the same time, we always make sure to stay up to date on current legislation and new practices as well as legislation in preparation. We therefore have a full overview of the opportunities and pitfalls of company law, while at the same time knowing the small details. We know when challenges typically arise and how to solve them.

Get multidisciplinary advice from us

Our commercial lawyers also have extensive experience and expertise in tax law and mergers and acquisitions (M&A), and we provide expert advice on various types of commercial contracts. In addition, we work closely with other in-house specialists. We can therefore also help with employment law or data protection law challenges, for example. Through our experience and specialist knowledge in all areas of commercial and company law, we ensure that you get exactly the solution you need. If your challenge consists of several interdisciplinary issues, we can draw on the specialist knowledge of all our colleagues. This gives you relevant and sustainable advice that works all the way around.

Get competent legal advice - with an eye on the commercial side of things

It's part of our DNA that we are always deeply committed and involved with our clients. We're not just interested in your legal matters - we take pride in getting to know your business well. This way, you are guaranteed attentive advice that is based on your company and your business circumstances. We believe this gives you the best possible solution. At the same time, we do not compromise on the quality of our work. With us, you are therefore always guaranteed legal advice of high professional quality that is aligned with both applicable law and your specific business. We believe that this helps to make the solution value-creating and practical for you.

Broad industry insight

As a natural part of our desire to get to know your business well, over the past many years we have gained great insight into the industries in which our clients operate. These include the agricultural sector, the food industry, the energy sector, the construction industry and the public sector. This allows us to take industry-specific conditions into account and deliver advice that fits the reality of your business. It is our hope that this creates a great sense of security for you, so you can confidently leave the responsibility of legal matters to us while you focus on running your business.

What challenge are you facing?

We provide advice and legal sparring on both large and small challenges that arise within all phases of a company's lifespan and development.

Among other things, we assist with the following:

  • Choice of company form (e.g. choose between limited liability companies, public limited companies, sole proprietorships, partnerships, partnerships, limited partnerships)
  • Company formation and branches
  • Establishing a holding structure, including the formation of holding companies
  • Selection of management, including advice on the need for a board of directors or just an executive board
  • Drafting and amending articles of association
  • Drawing up rules of procedure for boards of directors
  • Preparation of management instructions
  • Establishing incentive programs and equity compensation
  • Drafting and negotiating ownership agreements
  • Advice on investing in companies and raising capital
  • Capital changes, e.g. capital increases or capital reductions
  • Restructuring of companies and groups of companies, including company transformation, share exchange, demergers and mergers
  • Liquidation and dissolution
  • Board work, including advising boards and taking on board positions
  • Advising management, including on management responsibilities
  • Organizing general meetings, including taking on the role of chairman
  • Advice for commercial foundations and associations
  • Establishment of joint ventures
  • Preparing and executing succession planning

We also advise international companies on establishing a business in Denmark, including providing an introduction to Danish company law, advising on the choice of company form, preparing the necessary company law documents and offering advice on a number of practical matters in this connection.

If you are facing a corporate law challenge that you need a solution to, feel free to contact our specialist lawyers.
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FAQ

A sole proprietorship is not a separate legal entity. It is a personally owned business that is identical to the owner. This is generally also the case for tax purposes. For the same reason, there can only be one owner of the business, and the owner must be a natural person.

It is possible to apply the so-called corporate tax scheme (VSO). This means, among other things, that for tax purposes, the company has the option of having the company's profits taxed in the same way as the profits of a company in exchange for the profits being "retained" in the company.

If you want to set up a sole proprietorship, there is no need for an actual incorporation procedure. The sole proprietorship is created when you start a commercial activity. There are no capital requirements.

As the owner of a sole proprietorship, you are directly and personally liable for the debts of the business with all your assets. Therefore, there is no division between the company's creditors and the owner's private creditors.

If you want to limit your personal liability, a private limited company or a public limited company may be a better choice for you.

Public limited companies and private limited companies are collectively referred to as capital companies. The company forms are regulated in the Danish Companies Act. In order to be legally valid, it is a requirement that limited liability companies are registered with the Danish Business Authority and receive a CVR number.

Capital companies are generally characterized by the fact that the owners are not personally liable for the company's debts, but only with their capital contribution.

The minimum capital requirement when founding a private limited company is DKK 40,000.

It is possible to choose different forms of management. However, a private limited company must as a minimum have a management consisting of an executive board, while it is optional if the company wants a board of directors.

Limited liability companies are a safe and familiar choice for many small businesses with one or two owners. If you want to set up a limited liability company, we can help you prepare the necessary company law documents.

A limited liability company is a capital company in the same category as a private limited company described above.

The minimum capital requirement when founding a limited liability company is DKK 400,000.

The Danish Companies Act does not leave the same degree of contractual freedom for public limited companies as for private limited companies. Public limited companies are therefore subject to a higher degree of regulation than private limited companies. For example, public limited companies are required to have a management consisting of both an executive board and a three-member board of directors.

However, with the merger of the Danish Public Limited Companies Act with the Danish Private Limited Companies Act in the Companies Act of 2009, many of the previous differences between public limited companies and private limited companies were removed.

Public limited companies are particularly suitable as an organizational form for larger companies with many participants. This is because only limited liability companies can be listed on the stock exchange. If you want to establish a limited liability company, we can help you prepare the necessary company law documents.

A holding company is not an actual company form but the term for a company whose purpose is to own shares in other companies. As an alternative to owning shares in a company personally, you can choose to own the shares through a holding company.

There are a number of advantages and disadvantages associated with owning shares through holding companies. We can advise you on these and help you decide whether a holding company structure is best for you.

Many people tend to choose a limited liability company or private limited company when starting a new company. This is not always the best option.

The choice of company form, including classic limited liability companies, but also partnerships, general and limited partnerships or holding companies, is crucial for the future of your business.

We know all the advantages and disadvantages of the different types of companies - even those that are not used very often. We advise on the optimal choice of company. For many years, we have, among other things, trained other consultants in the use of partnerships and the benefits associated with them. We have extensive experience in the use of partnerships, both in connection with the establishment of the partnership and its ongoing operation.

A shareholders' agreement is an agreement between the owners of a limited liability company that primarily regulates the owners' relationship and cooperation as well as the business purpose of the company. Ownership agreements also form an overall framework for the joint ownership and the settlement of this.

Many small and medium-sized companies operate without shareholders' agreements. However, cooperation in the form of a company brings with it a wide range of complex issues that can be difficult to grasp without relevant regulation in shareholders' agreements. Lack of regulation can have unfortunate consequences for the company and its owners.

We always recommend that participants in a company enter into shareholders' agreements. This also applies even if the owners are family members, friends or close acquaintances.

Here are three good reasons to follow our recommendation:

  • It creates a clear framework for collaboration and provides a basis for setting expectations at the beginning of the collaboration
  • This makes it possible to create a tailored and individually adapted regulation of the collaboration that deviates from the Companies Act
  • It provides an opportunity to secure minority owners

If you have a shareholders' agreement that you would like us to review, or if you need help drafting a shareholders' agreement for you and your partners, don't hesitate to reach out to us.

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