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Memorandum of Association
I need a Memorandum of Association for a new private limited company in Denmark, outlining the company's objectives, share capital structure, and the responsibilities and powers of the directors. The document should comply with Danish corporate law and include provisions for the issuance of shares and the rights of shareholders.
What is a Memorandum of Association?
A Memorandum of Association is the founding document that brings a Danish company to life. It outlines the basic framework of your business, including its name, registered office, and purpose. Think of it as your company's birth certificate and rulebook combined into one essential legal document.
Under Danish corporate law, this memorandum must be filed with the Danish Business Authority (Erhvervsstyrelsen) when registering a new company. It sets out key details like share capital, shareholder rights, and the board's powers. Your company can't legally exist or do business in Denmark without this document in place and properly registered.
When should you use a Memorandum of Association?
You need a Memorandum of Association when starting any new company in Denmark, from small startups to large corporations. This document is a crucial first step before you can register with the Danish Business Authority and begin operating legally. It's especially important when bringing in investors or planning to scale your business internationally.
The timing matters - prepare your memorandum early in your company formation process, ideally while working with your legal advisor to structure the business. Danish law requires specific content and format requirements, so having this document ready helps avoid delays in company registration and ensures you can open bank accounts, sign contracts, and start doing business smoothly.
What are the different types of Memorandum of Association?
- Articles Of Association And Memorandum Of Association: Standard format used by most Danish companies, combining both foundational documents into one comprehensive package. Covers basic company structure and operational rules.
- Memorandum & Articles Of Association Constitution By Laws: Extended version with detailed bylaws, typically used by larger corporations or those with complex governance needs. Includes additional provisions for shareholder rights, board procedures, and specific industry requirements.
Who should typically use a Memorandum of Association?
- Company Founders: Must sign the Memorandum of Association when establishing their Danish company, taking responsibility for its initial content and accuracy.
- Legal Advisors: Draft and review the document to ensure compliance with Danish corporate law and protect founders' interests.
- Board Members: Need to understand and operate within the framework set by the memorandum once appointed.
- Shareholders: Are bound by the memorandum's terms regarding their rights, obligations, and company ownership structure.
- Danish Business Authority: Reviews and registers the memorandum as part of the company registration process.
How do you write a Memorandum of Association?
- Company Details: Gather your proposed company name, business purpose, registered address, and formation date.
- Capital Structure: Determine initial share capital amount, share classes, and distribution among founders.
- Founder Information: Collect full legal names, addresses, and identification details of all founding members.
- Board Structure: Decide on management setup, including number of directors and their powers.
- Document Generation: Use our platform to create a legally compliant memorandum that meets Danish requirements.
- Final Review: Double-check all information matches your business registration documents before submission.
What should be included in a Memorandum of Association?
- Company Identity: Legal name, business purpose, and registered office address in Denmark.
- Share Capital: Total amount, share classes, and nominal value of each share.
- Shareholder Details: Names, addresses, and share allocation of founding members.
- Management Structure: Board composition and executive management framework.
- Signatory Rules: Who can sign on behalf of the company and under what conditions.
- Financial Year: Specified accounting period for the company.
- Governing Law: Clear statement that Danish law applies.
- Signature Block: Date and signature spaces for all founding members.
What's the difference between a Memorandum of Association and a Model Articles of Association?
A Memorandum of Association is often confused with Model Articles of Association, but they serve distinct purposes in Danish company law. While both are foundational documents, they work together in different ways to establish and govern your company.
- Scope and Purpose: The Memorandum defines your company's existence and basic structure, while Articles detail the internal rules and operational procedures.
- Timing and Changes: The Memorandum remains largely unchanged after company formation, but Articles can be modified as your business evolves.
- Content Focus: Memorandum covers fundamental elements like company name, purpose, and share capital structure. Articles handle day-to-day governance, shareholder rights, and board procedures.
- Legal Requirements: Danish law requires both documents, but the Memorandum must be filed first during company registration, with Articles following as supplementary governance rules.
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