What are new articles of association?

Articles of association are a document that describes the internal rules of a company, as opposed to an owner’s agreement that only applies to the signed parties. Articles of association are made in connection with the establishment of a company and contain the most important information. However, it is possible to change a company’s articles of association in connection with changes to, for example, share capital, company name, purpose or management model. Only the company’s owner can decide to change the company’s articles of association. In order for the new articles of association to come into force, a general meeting must be held where the owners agree on the new articles of association and have them signed.

Why are they important?

Articles of association are important because they contain the most important information about the company. Articles of association are a document with rules for how the company should act. Here, it can be agreed how the company’s profits should be distributed, how long the deadline is for, for example, paying in share capital. What management structure is used. Voting rights are also determined according to the articles of association. Who has the right of first refusal, etc.

According to Section 28 of the Danish Companies Act, the articles of association must contain:

The name of the company and any secondary names
The purpose of the company
The amount of the company capital, and the number of shares or nominal value of shares
The rights of the shares
The management bodies of the company, including information on the chosen management structure, cf. Section 111, and in public limited companies, information on the number or minimum and maximum number of members of the various management bodies and any alternates, as well as the election period for the members of the supreme management body
Notice of the general meeting
The financial year of the company