Checklist: documents every new business needs

What does your new business need?

When you start a business in Denmark, there is a lot to think about: product, customers, finances, marketing. Legal documents often end up last on the list, and that is a mistake that can prove costly.

Missing documents create uncertainty, disputes and legal vulnerability. This checklist gives you a complete overview of what you need, and in what order.

Phase 1: Formation (day 1)

Articles of association (ApS/A/S)

The articles of association are the company's constitution. They govern the company's name, purpose, capital and management. When you form an ApS via Virk.dk, standard articles are generated automatically, but standard articles are minimal and do not always fit your situation.

What your articles should contain:

• The company's purpose (describe it broadly so you do not limit yourself)
• Capital structure (nominal value of the shares)
• Management structure (board yes/no, the director's powers)
• Decision quorum at the general meeting

Shareholders' agreement (if there are several owners)

The articles govern the relationship with the outside world. The shareholders' agreement governs the owners' relationship with each other. It is not mandatory, but it is indispensable if you have a co-founder.

A shareholders' agreement should govern:

• Pre-emption rights on the sale of shares
• Drag-along and tag-along rights
• Decision processes on disagreement (deadlock)
• What happens on exit, death or divorce
• Non-compete clauses for the owners

Timing: Draw it up before you start. Once things have gone well for two years, it is much harder to negotiate.

Phase 2: The first employee

Employment contract

The Employment Certificate Act requires you to provide written information about the most essential terms of employment no later than 7 calendar days after the start of work, and the remaining information no later than 1 month after. An incomplete contract can trigger compensation of up to 13 weeks' salary (more in aggravating circumstances).

An up-to-date employment contract must, among other things, contain:

• Job title and description
• Salary, supplements and payment time
• Working hours (weekly and daily)
• Probation and notice period
• Holiday entitlement and pension scheme
• The right to training paid by the employer, if any (a new information requirement from 2023)

Confidentiality clause / NDA

When employees get access to confidential business information, customer lists or trade secrets, this should be regulated explicitly, either in the employment contract or in a separate NDA.

Phase 3: The first customer contract

Trading terms (B2C)

If you sell products or services to consumers online, you need clear trading terms. The Consumer Contracts Act and the E-commerce Act require:

• A 14-day right of withdrawal for distance sales
• Complaints and defects
• Price information including VAT and shipping

Read our guide to trading terms for webshops.

Cooperation agreement (B2B)

If you sell services to other businesses, you need a clear cooperation agreement for each project or collaboration. Avoid relying on email correspondence alone.

A good cooperation agreement covers:

• The scope of the service and the delivery time
• Price and payment terms
• Limitation of liability
• Confidentiality and intellectual property
• Termination terms

Phase 4: Data protection (GDPR)

Privacy policy

Does your website collect personal data (via a contact form, newsletter, Google Analytics)? Then you are a data controller and need a privacy policy.

Data processing agreement

Do you use:

• Accounting software (Billy, e-conomic, Dinero)?
• A payroll system?
• A CRM or email marketing?
• Cloud storage (Google Drive, Dropbox)?

Then a third party processes personal data on your behalf. That requires a written data processing agreement with each system. Many systems offer standard agreements, but check that they have actually been accepted.

Cookie policy

Your website probably uses cookies. You need a cookie banner with informed consent and an accompanying cookie policy.

Phase 5: Growth and collaboration

Consultancy agreement / freelance contract

Do you hire freelancers or consultants? Always create a consultancy agreement that governs:

• The scope of the deliverable
• Fee and invoicing terms
• Intellectual property (who owns what is created?)
• Non-compete and non-solicitation clauses

Confidentiality agreement (NDA)

When you share trade secrets with potential partners, investors or suppliers, before an agreement is entered into, an NDA is your first line of defence.

Partnership agreement

Do you collaborate with other businesses on a joint project? A partnership agreement governs the allocation of responsibility, profit-sharing and exit.

Complete checklist

Formation:

• Articles of association (updated, not just standard)
• Shareholders' agreement (if 2 or more owners)

Employees:

• Employment contract (updated version)
• NDA/confidentiality clause

Customers:

• Trading terms (B2C) or cooperation agreement (B2B)
• Quote and invoice templates

GDPR:

• Privacy policy
• Data processing agreements (all relevant suppliers)
• Cookie policy and consent solution

Growth:

• Consultancy agreement/freelance contract
• NDA for partnership negotiations

Get started now

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See our guide to what you save by using LegalDock instead of a lawyer. For a new business, it can amount to a significant sum.

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