Articles of association: the complete guide to the ApS and A/S

The articles of association are the company's constitution. They lay down the overall rules for how the company is managed, who owns it, and what procedures apply to important decisions. Without articles, a company cannot be incorporated, and with poor articles even a well-functioning collaboration can end in legal chaos.

This guide gives you an overview of what articles are, what they must contain, what you can adapt, and how you amend them, whether you are incorporating a new ApS or updating an existing company.

What are articles of association?

The articles are the central legal document that governs a public or private limited company's internal organisation and decision-making processes. The articles determine, among other things:

• The company's name and objects
• The size of the share capital
• The rules for the general meeting
• The management structure (executive board, board of directors, supervisory board)
• The rules for transferring shares
• Voting rights and majority requirements

The articles are binding on the company, its owners and management. They are publicly available because they are registered with the Danish Business Authority.

What does the Companies Act say about articles?

Section 28 of the Companies Act lays down what the articles of an ApS or A/S must as a minimum contain information about:

Item	Requirement
The company's name and secondary names	The full name including "ApS" or "A/S" plus any secondary names
Objects	A description of the company's activities
Share capital	The size 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 (executive board, board of directors or supervisory board)
General meeting	The rules for convening it
Financial year	The start and end of the financial year

In addition to the mandatory items, the articles can, and should, contain a number of optional provisions that adapt the company to the owners' wishes, for example a signatory rule, a right of first refusal and special majority requirements.

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.

Share capital: what is the minimum?

ApS

A private limited company requires a minimum capital of DKK 20,000 (lowered from DKK 40,000 on 27 February 2025; previously DKK 50,000 until 2019). The capital must be present at incorporation.

A/S

A public limited company requires a minimum capital of DKK 400,000. Public limited companies are typically chosen for larger companies or for a stock-market listing.

The capital can be paid in cash or by a contribution in kind (non-cash assets such as machines, trademarks or real property), but a contribution in kind requires a valuation report.

The company name: what are the rules?

The company name must:

• Appear clearly from the articles
• Include "Anpartsselskab" or "ApS", or "Aktieselskab" or "A/S"
• Differ sufficiently from other registered companies
• Not mislead about the company's activities or ownership

You can check the availability of a name on virk.dk before registration. The Business Authority refuses registration if the name conflicts with existing companies or trademarks.

The company's objects: broad or narrow?

The objects clause states what the company may engage in. There are two approaches.

Broad objects

"The company's objects are to carry on trade, crafts, industry and any related business."

Advantage: flexible, the company can change direction without amending the articles. Disadvantage: gives banks and partners a less precise picture of the business.

Narrow objects

"The company's objects are to develop and sell software solutions for the financial sector."

Advantage: a clear signal to investors and creditors. Disadvantage: requires an amendment to the articles if the company changes its business model.

For newly started companies, relatively broad objects are typically recommended.

Management structure: executive board, board of directors and supervisory board

The articles lay down the company's management model. The Companies Act allows three models.

Model 1: executive board only

The simplest model and the most common in smaller private limited companies. The director runs the company and binds it. No board is required.

Model 2: executive board and board of directors

The board supervises the executive board and makes the larger strategic decisions. A board must have at least three members. An A/S must have either a board or a supervisory board in addition to the executive board.

Model 3: executive board and supervisory board

The supervisory board has a supervisory function like the board of directors but cannot give instructions to the executive board. The model is rarely used.

The articles must specify:

• The number of board members (minimum and maximum)
• Who elects the executive board (the board of directors or the general meeting)
• The signatory power of the director and the board

Signatory power: who binds the company?

The signatory power (tegningsret) determines who may enter into agreements and sign documents on the company's behalf. It is an important part of the articles.

Typical signatory rules:

• The executive board alone: the director binds the company alone (the simplest)
• The director and the chair jointly: requires both signatures
• Two directors jointly: relevant if the company has two directors
• The board jointly: relevant for certain types of decision

The signatory power is registered in the CVR and is publicly visible.

Shareholders' rights and the distribution of votes

The articles govern which rights follow from the ownership of shares. As a rule, one share gives one vote and a proportional right to dividends, but the articles can depart from this.

A and B shares

Companies can have several classes of shares with different rights:

• A shares: voting shares with normal voting weight
• B shares: shares with no voting right or reduced voting weight, typically used to attract investors without giving up control

The class division must appear clearly from the articles and be registered.

Right of first refusal

An important optional clause: do the other shareholders get a right of first refusal if an owner wants to sell their shares? A right of first refusal protects against unwanted third parties and should almost always be considered.

Consent requirement

A requirement that the other shareholders or the board approve a transfer of shares to a third party. Especially relevant in companies with active collaboration between the owners.

General-meeting rules

The articles lay down the rules for general meetings, the company's supreme body. Here you can adapt:

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, and many set it at 4 weeks.

Digital general meeting

If you want the option of holding a partly or fully electronic general meeting, the framework should appear from the articles.

Proxy and postal voting

The articles can allow shareholders to vote by proxy or by postal vote before the meeting, which is relevant for companies with owners abroad.

Decision majorities

In addition to the law's minimum requirements, the articles can require a qualified majority for specific decisions, for example:

• The exclusion of a shareholder
• The admission of new shareholders
• The sale of the company's core assets

Financial year

The articles lay down the company's financial year. Two options:

• Calendar year: 1 January to 31 December (most common and simplest for tax reporting)
• Offset financial year: for example 1 July to 30 June (relevant for seasonal businesses)

The financial year can be changed, but it requires an amendment to the articles and registration with the Business Authority. The first financial year can be shorter or longer than 12 months (up to 18 months).

Amending the articles

The articles can be amended, but it requires:

1. A general-meeting decision

An amendment requires as a rule the approval of at least two-thirds of both the votes cast and the share capital represented (section 106 of the Companies Act). The articles can set stricter requirements.

2. Registration with the Business Authority

The amendment must be registered or reported to the Business Authority via virk.dk no later than 2 weeks after the decision. The amendment takes effect when it is registered.

3. Special restrictions

Certain amendments have additional requirements:

• Capital increase: can require an auditor's statement
• Capital reduction: as a rule requires a call to creditors
• A change of share classes: can require the consent of the affected shareholders

Articles and shareholders' agreement: what is the difference?

Many confuse articles and shareholders' agreements. They are not the same:

	Articles	Shareholders' agreement
Publicity	Public (CVR)	Private document
Binding on	The company and all shareholders	The parties to the agreement
Amendment	A general-meeting decision	An agreement between the parties
Content	Company-law rules	Collaboration rules, exit, lock-up

The articles are the company's public constitution. The shareholders' agreement is the private document that governs the relationship between the owners, for example exit, non-compete clauses and lock-up periods. The articles cannot replace the shareholders' agreement when you need detailed rules on the owners' internal relationship.

What does it cost to incorporate an ApS?

Cost	Estimated amount
Minimum capital (present at incorporation)	DKK 20,000
The Business Authority's registration fee	A small fee for digital registration
Drafting the articles (lawyer)	Depends on the scope of the task
Accounting assistance	Varies

The DKK 20,000 capital is not a fee but the company's equity, which the company still has at its disposal after incorporation.

Checklist: articles for a new ApS

• The company's full name (including "ApS")
• Objects (broad or narrow)
• Share capital: at least DKK 20,000
• The number of shares and their nominal value
• The shares' rights and any classes
• Voting right per share
• Management model (executive board alone or executive board and board)
• Signatory power
• Right of first refusal on transfer
• Consent requirement on transfer
• The general meeting's notice period
• Decision majorities
• Financial year

Frequently asked questions

Can I use standard articles from the Business Authority?

The Business Authority offers minimal standard articles that are technically sufficient for registration. But they are not adapted to your business and lack important options such as a right of first refusal, electronic general meetings and special majority requirements. Tailored articles are recommended.

Must the articles be registered in the land register?

No. The articles are registered with the Business Authority via the CVR and are not registered in the land register. Only property documents and certain mortgage deeds are registered there.

Can we make the articles in English?

There is no unconditional requirement of Danish, and documents to the Business Authority can, depending on the circumstances, be submitted in English. As the articles are registered in the Danish CVR system, Danish is still the most common practice, and the Business Authority can in certain cases require a Danish version.

What happens if we run the company without valid articles?

It is not possible to register a company without articles. Articles that do not meet the law's minimum requirements will lead to a refusal of registration. If an existing company has outdated articles, it can create problems for general-meeting decisions and transfers.

Can we amend the articles ourselves?

Yes, you can draft the proposal for amendment yourselves and adopt it at the general meeting. The report to the Business Authority is made digitally via virk.dk with MitID. For complex changes such as capital structure, mergers or board composition, legal assistance is recommended.

Are the articles publicly available?

Yes. The articles are registered in the CVR and can be accessed by anyone via virk.dk. It is a deliberate part of Danish company law: transparency about the company's basic rules. Confidential agreements about the owners' internal relationship belong in the shareholders' agreement, not in the articles.

Conclusion

The articles are not just a registration requirement. They are the foundation for how your company functions in practice. Good articles prevent conflicts, ensure clear management and protect the owners' interests. Poor articles are typically only discovered when the damage is done. Use a template adapted to Danish law and to your specific company, and seek legal assistance for complex structures.

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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.