Corporate and Foundation/Trust Law

A fundamental knowledge of corporate law, the regulatory framework and the practical significance of the legal rules are essential for all companies, funds and other legal entities in their efforts to create value for owners, employees, investors and others.

Our lawyers advise Danish and foreign businesses on all aspects of corporate law, and our legal expertise is deeply rooted in each of our specialist areas.

In advising on company law issues, we always take into account our clients' specific needs and interests, and the special industry characteristics and standards that apply.

Our advice includes:

Incorporation, choice of corporate form and articles of association
Capital structure and reorganisation
Corporate Governance
General meetings
Ownership
Foundations
Entrepreneurs

INCORPORATION, CORPORATE FORM AND ARTICLES OF ASSOCIATION

When a business is established, a series of important legal and practical questions need to be addressed in order to ensure the best possible start.

We have considerable expertise within all of the legal areas needed to guide businesses through the start-up phase. Our Commercial and Company Law group collaborates across disciplines, drawing on expertise from other specialist areas when required.

We act as your partner and sounding board in setting up a new company – including choosing the most appropriate corporate form, drafting or amending articles of association, or establishing a fund or foundation. This ensures that you receive the best possible basis for a good start to business.

We offer advice on:

Choice of corporate form
Structure and method of incorporation
Drafting of relevant documents, such as the memorandum of association, articles of association, and rules of procedure for the board of directors
Raising of (investor) capital, including loan capital financing and other relevant documentation
Executive management issues, including contracts and incentive programmes
Ownership
Minutes, reports and records, registers of shareholders, and similar documentation
Managing relations with public authorities
Filing and registration with the Danish Business Authority

CAPITAL STRUCTURE AND REORGANISATION

Most companies need to adjust their capital, company or ownership structure from time to time. This requires in-depth knowledge of the corporate opportunities and challenges relating to each individual company.

Our lawyers have extensive experience in and knowledge of the corporate law and aspects to be considered in adjusting capital structure or planning reorganisations and restructurings.

Our advice includes:

Reorganisations, including share exchanges and change of corporate form
Mergers and demergers, including cross-border transactions
Capital structure, including capital adjustments
Dividend payments
Liquidation
Loans and security
Sale and purchase of companies' own shares, and redemption

CORPORATE GOVERNANCE

Corporate Governance is an umbrella term covering a range of actions and initiatives that form part of the "good corporate governance" of companies, funds and foundations. Recent years have seen an increasing focus on Corporate Governance. This calls for active consideration of how the principles can be put into practice.

Our Commercial and Company Law group advises on issues and internal rules for Corporate Governance regulation, as well as the practical consequences for the parties involved. Many of our lawyers have extensive practical experience in board work, including the Chairman of Kromann Reumert's Board of Directors Marianne Philip, who holds multiple directorships in leading Danish companies and is Deputy Chairman of the Danish Committee on Corporate Governance.

Our practical experience and specialist knowledge mean that we can help clients take an active position on the corporate governance rules and principles and implement these in the most optimal way.

We regularly advise on:

The Danish recommendations on corporate governance, including preparation and implementation of guidelines for board composition and evaluation, and other issues
The relationship between directors and executive management and the company, its owners and other stakeholders
The rights and obligations of directors and executive management in connection with disposals or acquisitions
The risk of liability for directors and executive management etc.
Servicecontracts and incentive programmes for directors and executive management

GENERAL MEETINGS

It is essential that general meetings are properly planned and professionally conducted by an experienced chairperson.

We have accumulated solid experience in advising companies, associations and others on general meetings. Lawyers from Corporate Law group often chair general meetings in both listed and private companies, and associations etc.

With our experience, we can prepare and facilitate general meetings that create value for our clients and ensure that they result in the passing of sustainable resolutions.

Our assistance includes:

Preparing and executing general meetings, including preparation of meeting notices and proxies
Obtaining and presenting the documents required
Assessing the requirements for valid adoption of resolutions
Chairing general meetings
Registering resolutions passed by general meetings with the Danish Business Authority

OWNERSHIP

Corporate ownership and management share a common interest in the success of the company. It is essential to maintain a positive dialogue between the parties so that the owners gain insight into the company and, reciprocally, management remains informed about the owners' interests.

We have extensive experience in advising all types of companies on the relationship between a company and its owners, and the relationships between different owners.

We help to create an appropriate framework to support ongoing dialogue between management and owners, as well as an appropriate ownership structure.

We advise on issues such as:

The negotiation and drafting of shareholders' agreements
Protection of minority interests
Abuse of majority shareholder power
Shareholder roles in listed companies
Shareholder influence at general meetings

FOUNDATIONS

Foundations and other independent institutions are subject to extensive regulatory requirements and supervision, which calls for in-depth knowledge of regulator practices and familiarity with the structure and organisation of each individual foundation in relation to the existing law.

Our Corporate Law group has extensive experience in all aspects of fund and foundation regulation.

Our advice includes:

Establishment of foundations
Amendment of articles of association
Reorganisations, including mergers
Corporate Governance
Management issues, including the risk of liability
Negotiations with regulatory authorities, which are often required before implementing significant changes

ENTREPRENEURS

For entrepreneurs starting a new business, a priority is to get things up and running while still maintaining control over the set-up costs.

We offer entrepreneurs and other new businesses an entrepreneur's package at a fixed price. The package provides the standard legal documents required to form a limited liability company (a Danish public limited company – aktieselskab, abbreviated to A/S; a Danish private limited company – anpartsselskab, abbreviated to ApS; or a low-capital Danish private limited company - iværksætterselskab, abbreviated to IVS).

Our package includes:

Legal consultation (1 hour)
Memorandum of Association
Articles of Association
Register of shareholders
Registration with the Danish Business Authority
A company folder (containing all of the company's original documents)

Total DKK 5,000 (excluding VAT)

(additional formation fee required by the Danish Business Authority DKK 670)

Our fixed-price entrepreneur's package helps you select the best possible structure for your business and gets you off to a good start.