Articles of association for an ApS: requirements, content and template 2026

The articles of association are the document that sets out the rules of the game for your private limited company (ApS). They govern everything from the company's objects and capital structure to who can sign on the company's behalf, and what happens when the owners disagree.

Even so, the articles are one of the documents most often dealt with too quickly at incorporation. Many use a standard template without thinking about what should actually be in it, and discover too late that missing or imprecise wording can create problems.

This guide reviews what your articles must contain, what they should contain, and what goes wrong when they are deficient.

Note: This guide is informative and gives a general overview of articles of association under the Companies Act. It does not constitute legal advice. If you have complex ownership structures or special needs, individual legal advice is recommended.

What are articles of association in an ApS?

The articles are the company's internal set of rules that lay down the framework for how the company is run. They are a public document that is registered with the Danish Business Authority (Erhvervsstyrelsen) at incorporation.

Articles differ from a shareholders' agreement, which is a private agreement between the owners about the relationship among them. The shareholders' agreement is not public and can contain provisions that are more detailed and flexible than the articles. The two documents complement each other: the articles set the company's external framework, the shareholders' agreement the internal ownership.

All private limited companies are required to have articles. It is not something you can opt out of. Section 28 of the Companies Act lays down the minimum information the articles must contain, and registration of the company with the Business Authority is conditional on the articles meeting these requirements.

Legal requirements: what must the articles contain?

Under section 28 of the Companies Act, the articles of an ApS must as a minimum contain information about:

Item	What it covers
The company's name and secondary names	The full name including "ApS" or "anpartsselskab", plus any secondary names
Objects	A description of the activities the company may carry on
Share capital	The size of the share capital (at least DKK 20,000) and the number of shares or their nominal value
The shares' rights	Any share classes and the rights attaching to them
Governing bodies	The chosen management structure, including whether there is an executive board, board of directors or supervisory board
Notice of the general meeting	The rules for how the general meeting is convened
Financial year	The start and end of the financial year

These seven items are not optional. If one of them is missing, the Business Authority can refuse registration.

Note that the company's registered municipality is registered with the Business Authority, but it is no longer a separate legal requirement that the registered office appears from the articles themselves. Many articles still include it, however.

The most important provisions in the articles

The law sets minimum requirements, but within this framework there is great freedom to adapt the articles to the company's specific needs. Here are the provisions that most often have the greatest practical importance.

The objects clause

The objects clause states what the company has the right to do. It is more important than many think.

Objects that are too narrow, for example "the development and sale of software solutions for the accounting sector", can mean that the company legally has no basis for doing anything else. If you suddenly want to offer consulting services or sell a physical product, it can require an amendment to the articles, which in turn requires a general meeting and registration with the Business Authority.

Objects that are too broad, for example "any lawful business", are legally valid but can seem unprofessional to banks, investors and business partners.

A good balance is typically the primary business area followed by "and related business". This gives flexibility without losing clarity.

Share capital and shares

The articles must state the size of the share capital and either the number of shares or their nominal value. For most private limited companies this is respectively DKK 20,000 and for example DKK 1 per share, but the split is up to the founders.

The articles should also address:

• Transferability: can the shares be freely transferred, or does a transfer require prior approval from the other shareholders (a right of first refusal or a consent requirement)?
• Capital increase: on what conditions can the capital be increased, and who has the right to subscribe for new shares?

Many do not properly familiarise themselves with these provisions and discover too late that a co-owner can sell their shares to an unwanted third party, because the articles do not contain a right of first refusal. This is a classic scenario that is often best handled in a shareholders' agreement, but the articles can supplement it.

Management structure

An ApS must as a minimum have one director. A board of directors and a supervisory board are optional, but the articles must describe the chosen model.

The executive-board model is the most common in small and medium-sized private limited companies. Here the director is the top day-to-day management and reports to the shareholders via the general meeting.

A board of directors is typically chosen when:

• The company has several owners with varying degrees of involvement in operations
• Investors or private equity funds want board representation
• The company has grown to a certain size, and management oversight is appropriate

If you choose a board, the articles must also govern the number of board members, the term of office and the procedure for election, including whether the shareholders or others (for example employees) have the right to appoint board members.

The general meeting

The articles must lay down the procedures for the general meeting, the company's supreme decision-making body. This covers:

• Notice period: the general meeting is convened at the earliest 4 weeks and, as a rule, at the latest 2 weeks before it is held; the articles can prescribe a longer period
• Method of notice: e-mail, letter or another way agreed with the shareholders
• Decision requirements: ordinary decisions require a simple majority, while amendments to the articles require at least a two-thirds majority under section 106 of the Companies Act
• Voting rights: normally one vote per share, but the articles can set differentiated voting weight

The signatory rule

The signatory rule (tegningsregel) states who can legally bind the company, that is, sign contracts, agreements and official documents on the company's behalf.

Typical signatory rules:

• The executive board alone: the director can bind the company alone (the simplest solution)
• Two jointly: for example two directors, or a board member and a director jointly
• The board jointly: all board members must sign

The signatory rule is critically important. If you have, for example, a requirement that two directors must sign jointly, but only one is present, the company cannot be validly bound. Make sure the signatory rule reflects the real everyday operation of your business.

What happens if the articles are deficient?

Deficient articles can create problems on several fronts:

Refusal of registration: if the articles do not meet the minimum requirements in section 28, the Business Authority will refuse to register the company.

Invalid decisions: if the articles do not have clear rules for decision-making, general-meeting decisions can be challenged, especially in conflicts between owners.

Limited freedom of action: objects that are too narrow can legally limit the company's activities and require an amendment before the company can move into new business areas.

Owner conflicts: without clear rules on transfer, first refusal and voting weight, conflicts between owners can escalate quickly. If the articles are silent, the law's default positions apply, and they are not always what the owners would have chosen had they thought it through.

An unclear division of responsibility: if the management structure is unclear in the articles, it can create uncertainty about who has which powers, and ultimately about the division of responsibility.

Amending the articles

The articles are not a one-off task. The company develops, and the articles should keep up. Typical reasons to amend the articles:

• A new company name
• Changed objects (for example a new line of business)
• A capital increase or reduction
• A changed management structure (for example adding a board)
• Changed voting rules
• A new registered office

The process for amending the articles

An amendment requires three steps:

1. A general meeting with a qualified majority. The amendment must be adopted at a general meeting with the approval of at least two-thirds of both the votes cast and the share capital represented, unless the articles require a higher majority (section 106 of the Companies Act). The proposal must appear from the agenda sent with the notice.

2. Recording in the minutes. The decision must be documented in the general-meeting minutes, which are signed by the chair.

3. Registration with the Business Authority. The amendment must be registered or reported to the Business Authority no later than 2 weeks after the decision via virk.dk, and the amended articles are enclosed. The report itself is free.

Be aware that certain changes, for example a capital reduction, require additional procedures, including a call to creditors.

When is the amendment valid?

An amendment takes effect when it is registered with the Business Authority. It is not enough that the general meeting has adopted it. If the company acts contrary to the old articles in the period in between, it can create legal complications.

Articles or shareholders' agreement: what is governed where?

A question that often arises: what goes in the articles, and what goes in the shareholders' agreement?

Topic	Articles	Shareholders' agreement
The company's name and objects	Yes	No
Capital and shares	Yes	Supplementary provisions
Management structure	Yes	Detailed regulation
General-meeting rules	Yes	Supplementary
Transfer of shares	Possible	Typically primarily here
Non-compete clauses for owners	No	Yes
Vesting and exit terms	No	Yes
Dividends and investment	Possible	Typically primarily here
Confidentiality	No	Yes

The articles are public and set the company's formal framework. The shareholders' agreement is private and governs the internal relationship between the owners. The two documents complement each other but do not replace each other. If you incorporate an ApS with co-owners, you should have both documents in place from the start.

Use an articles template

A legally correct articles template for an ApS must meet section 28 of the Companies Act and be adapted to the company's specific structure. It is not enough to copy a random template from the internet, as it can lack mandatory elements or contain outdated wording. A good template meets all the requirements in section 28, is adapted to your management structure and capital, contains a correct signatory rule and general-meeting provisions, and is ready for registration with the Business Authority.

Frequently asked questions about articles for an ApS

Must the articles be published?

Yes. The articles of an ApS are a public document and can be accessed by anyone via the Business Authority's register. Confidential agreements between the owners belong in a shareholders' agreement, not in the articles.

Can you use the same articles template for all ApS companies?

A standard template can be used as a starting point, but should always be adapted to the company's specific circumstances, especially the objects, management structure and signatory rule. A template that is not adapted can contain provisions that do not fit your situation.

What does it cost to amend the articles?

The report to the Business Authority itself is free. If you use a lawyer to handle the process, a fee is added, which depends on the scope of the task.

Can the articles give one owner more voting weight than another?

Yes. The Companies Act gives freedom to set differentiated voting weight in the articles, for example A and B shares with different voting weight. This requires precise wording and should be coordinated with the shareholders' agreement.

What is a signatory rule, and why is it important?

The signatory rule states who can sign binding documents on the company's behalf. An unclear signatory rule can lead to the company being unable to act effectively in daily operations, or to doubt about whether an agreement has been validly entered into.

Must the articles be updated if the director changes?

No. A change of director is registered directly with the Business Authority and does not require an amendment to the articles, unless the articles exceptionally name the director. The articles describe the structure, not the specific individuals.

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The content of this article is for guidance only and does not constitute legal advice. Consult a lawyer for advice on your specific situation.