Board Rules of Procedure
Rules for the board's work under section 130 of the Companies Act.
Jurisdiction: Denmark. Written for Danish law and Danish contract practice.
What is a board rules of procedure?
Rules for the board's work under section 130 of the Companies Act.
What the document must contain
- The company name, registration number and the persons or shareholders concerned.
- The body making the decision and the basis for it.
- The precise content of the resolution and its effective date.
- Majority and consent requirements under the articles and any shareholders' agreement.
- Signatures from the chair, management or shareholders.
- What must be filed with the Business Authority, and by when.
Relevant legislation
- Selskabsloven § 130:
- Krav om forretningsorden for bestyrelsen.
References are indicative. LegalDock provides templates, not individualized legal advice.
Frequently asked questions
What is a board rules of procedure used for?
It documents a corporate decision or agreement so management, shareholders, auditors and authorities can see what was decided, by whom and with what effect.
Must it be filed with the Business Authority?
Decisions on capital, articles of association, management, auditor and dissolution must be registered, normally within two weeks. Internal documents are not filed.
What majority is required?
Amendments to the articles generally require a two-thirds majority of both votes and represented capital. Other resolutions pass by simple majority unless the articles say otherwise.
Should it go in the company minute book?
Yes. Minutes and resolutions are kept in the company's records and signed by the chair or management as evidence of sound governance.
Can several owners sign digitally?
Yes. Add each signer with an email address; everyone signs in the browser and the document closes when the last signature is in.
Guide for this template
The template comes with a step-by-step guide explaining every field and what to watch out for before signing.
Open the guide in the editor →