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Formation Document
I need a formation document to establish a new limited liability company in Denmark, including details on the company's name, registered address, initial capital contribution, and the roles and responsibilities of each founding member. The document should comply with Danish corporate law and include provisions for decision-making processes and profit distribution.
What is a Formation Document?
A Formation Document (stiftelsesdokument) is the official paperwork that brings a Danish company to life. It contains the core details about your business: its name, address, founders, initial capital, and basic structure. Think of it as your company's birth certificate and rulebook combined into one essential document.
Under Danish law, you must file this document with the Danish Business Authority (Erhvervsstyrelsen) when starting any limited company (ApS or A/S). It sets out your company's articles of association, lists all shareholders, and specifies how many shares each person owns. Without a properly filed Formation Document, your company can't legally begin operations or receive its CVR number.
When should you use a Formation Document?
You need a Formation Document when starting any type of limited company in Denmark鈥攎ost commonly an ApS (private limited company) or A/S (public limited company). This essential paperwork must be filed before your first business registration with the Danish Business Authority and before opening a corporate bank account.
The Formation Document becomes crucial during key business moments: when seeking investment, applying for business loans, or bringing on new shareholders. Danish banks and investors require it to verify your company's legal structure and ownership. It also serves as vital proof during tax registration, establishing contracts with suppliers, and demonstrating your company's legitimate existence to potential partners.
What are the different types of Formation Document?
- Basic Formation Document for ApS: The standard version used for private limited companies, requiring minimum capital of 40,000 DKK and basic company details
- A/S Formation Document: Enhanced version for public limited companies, requiring 400,000 DKK minimum capital and more detailed governance structures
- IVS Legacy Formation Document: Previously used for entrepreneur companies (now discontinued), but still relevant for existing IVS companies converting to ApS
- Dual-Language Formation Document: Bilingual Danish-English version commonly used by international businesses or foreign investors
- Enhanced Formation Document: Includes additional clauses for specific business needs, like multiple share classes or complex ownership structures
Who should typically use a Formation Document?
- Company Founders: Must sign the Formation Document and contribute the required capital before registration. They become the initial shareholders and often serve as board members
- Corporate Lawyers: Draft and review the document to ensure compliance with Danish company law and protect founders' interests
- Danish Business Authority: Reviews and processes the Formation Document during company registration, issuing the CVR number upon approval
- Board Members: Named in the document and responsible for implementing its provisions in company operations
- Banks and Investors: Rely on the Formation Document to verify company structure and ownership before providing financial services or investment
How do you write a Formation Document?
- Company Details: Gather the proposed company name, business address, and planned activities - confirm name availability with the Danish Business Authority first
- Ownership Structure: List all founders' names, addresses, and passport/CPR numbers, plus their planned shareholding percentages
- Capital Information: Document the starting capital amount and how it will be paid (cash or assets)
- Management Setup: Decide on board structure and identify directors/management team members
- Articles Content: Outline key rules about shares, voting rights, and general meetings
- Digital Signatures: Ensure all founders have NemID/MitID for official document signing
What should be included in a Formation Document?
- Company Identification: Legal name, CVR registration address, and business purpose clearly stated
- Founder Information: Names, addresses, and identification numbers of all founding members
- Share Capital: Total amount, distribution, and payment method (cash or assets)
- Management Structure: Board composition and executive management setup
- Articles of Association: Complete set attached as integral part of the document
- Subscription Details: How shares are allocated and paid for by each founder
- Formation Costs: Estimated expenses for establishing the company
- Signature Section: Space for digital signatures via NemID/MitID
What's the difference between a Formation Document and a Corporate Governance Document?
A Formation Document is often confused with Corporate Governance Document, but they serve distinct purposes in Danish business law. While both deal with company structure, their timing and scope differ significantly.
- Creation Timing: Formation Documents are required at company establishment, while Corporate Governance Documents can be created or modified throughout a company's life
- Legal Status: Formation Documents are mandatory for legal existence; Corporate Governance Documents guide ongoing operations
- Content Focus: Formation Documents outline basic company structure and initial capital, while Corporate Governance Documents detail day-to-day management rules
- Modification Process: Formation Documents require formal registration changes with the Danish Business Authority; Corporate Governance rules can often be updated through board decisions
- Primary Users: Formation Documents mainly concern founders and initial shareholders; Corporate Governance affects board members, executives, and stakeholders
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