When you form an ApS or another corporation, the articles of incorporation are one of the cornerstones. This document serves as the legal foundation for the company and specifies who is forming the company, the amount of capital being contributed, and the articles of association that apply. At Accountview, we help self-employed individuals draft articles of incorporation that are valid both when the company is registered with the Danish Business Authority and when the bank needs to open an account.
What is a founding document?
A certificate of incorporation is written proof that a company has been incorporated. It is prepared at the same time as the company’s articles of incorporation and contains a number of specific details required by the Companies Act. Without a valid certificate of incorporation, the company cannot be registered, and you will therefore be unable to obtain a CVR number or open a business bank account. The document is signed by the founder or founders and forms part of the company’s founding documents, along with the articles of incorporation. Should a dispute arise among the owners later on, the articles of incorporation are often the first document to be consulted. Therefore, it is important that they are clearly worded and cover all possible scenarios.
Requirements for a Certificate of Incorporation for an ApS
The articles of incorporation for an ApS must include, among other things:
- The founder’s name, address, and CPR or CVR number
- The company’s name, registered office, and purpose
- The company’s capital and whether it is contributed in cash or in kind
- The Effective Date of the Incorporation
- Information about any special rights or benefits
- Selection of an Auditor or Opting Out of the Audit Requirement
- Signature of the founder
If you contribute assets other than cash—such as equipment or an existing sole proprietorship—a valuation report must also be prepared. We prepare it along with the opening balance sheet so that the entire package is ready at once.
How Accountview Can Help
We have incorporated many companies for both first-time founders and experienced entrepreneurs. You’ll be assigned a single point of contact who understands your situation, and we’ll centralize all the work in one place. This means you won’t have to coordinate between multiple advisors, and our solutions are designed so that tax, accounting, and corporate matters work seamlessly together from day one.
Our company formation package includes:
- Advice on Business Structures and Capital Contributions
- Drafting of the Articles of Incorporation and Bylaws
- Valuation Report and Opening Balance Sheet for a Contribution-in-Kind
- Registration with the Danish Business Authority
- Setting Up Accounting Software and the Chart of Accounts
- Information for the Bank and Assistance with Opening a Business Account
We make sure that all documents are correct and comply with the Companies Act. All you have to do is sign them, and you’ll be ready to get your business up and running.
When must the articles of incorporation be in place?
The articles of incorporation must be signed before the company can be registered. We usually draft the document first, and then we complete the registration process digitally. It typically takes two to five business days from the time the document is signed until the company receives a CVR number. If you’re converting a sole proprietorship into an ApS, the articles of incorporation are also a crucial component. In this case, it must reflect that the capital is contributed using assets from the existing business, which imposes additional documentation requirements. We handle this task as part of the overall conversion process.
A Quick Guide to Your First Conversation with Us
Before we draft the articles of incorporation, we’ll need some information about you and your business. You don’t need to have everything ready before our first meeting, but it will speed up the process if you’ve given some thought to the following:
- What should the company be called, and where should it be located?
- What is the company’s purpose, and what activities is it to engage in?
- Who is the founder, and how much capital is being contributed?
- Should the capital be contributed in cash or in kind?
- Should there be multiple owners, and how should the ownership shares be allocated?
Once we have the answers, we’ll draft the articles of incorporation and bylaws, which you can review at your leisure. We’ll make adjustments until everything is just right, and then we’ll complete the registration process.
Frequently Asked Questions
How much does it cost to have a certificate of incorporation drawn up?
The price covers the entire incorporation package, including the articles of incorporation, bylaws, registration, and consulting services. The price depends on whether the capital is contributed in cash or in kind. Contact us for a specific quote.
Can I draft a certificate of incorporation myself?
Yes, it is possible, but there are many formal requirements, and mistakes can delay the registration or cause problems later on. Most people choose to get help so that the document is airtight from the start and the bank doesn’t send the paperwork back.
Do incorporation documents need to be kept on file?
Yes, the articles of incorporation and bylaws must be retained for the entire duration of the company. We’ll keep a digital copy for you, and of course, you’ll also receive a copy for your own records.
Can the articles of incorporation be amended later?
The founding document itself is fixed as a historical document. The articles of incorporation, on the other hand, may be amended in accordance with the provisions of the Companies Act, for example, if the capital is increased or the purpose is revised.
Are you ready to start your own company? Let’s have a brief, no-obligation conversation about how we can ensure that your articles of incorporation are drafted correctly.
