Shareholders' Agreement (Denmark) by Seedsummit
The Seedsummit Shareholders’ Agreement governs the ownership, rights, and obligations of two parties as shareholders in a Danish company, setting rules for share transfers, board composition, voting, and key management decisions. It also regulates pre-emption, tag-along and drag-along rights, restrictive covenants, breach remedies, confidentiality, and dispute resolution under Danish law.
SHAREHOLDERS' AGREEMENT
regarding [company name], company reg. no. [company cvr]
Introduction to the Shareholders' agreement:
A shareholders' agreement is an agreement entered into between the shareholders of a company which sets out provisions governing the ownership and governance of the company. The shareholders' agreement outlines the shareholders' rights and obligations, and it typically includes provisions regulating areas such as composition of management, transferability of shares, reverse vesting schemes, and restrictive covenants. Pursuant to Danish corporate law, a shareholders' agreement is not binding for the company itself but exclusively between the shareholders.
This shareholders' agreement (the “Shareholders' Agreement”) is entered into by and between:
[owner 1 name]
Company reg. (CVR). no. [owner 1 cvr]
[owner 1 address]
("[owner 1 name]")
and
[owner 2 name]
Company reg. (CVR). no. [owner 2 cvr]
[owner 2 address]
("[owner 2 name]")
[additional owners]
(Owner 1 and Owner 2 referred to as the “Parties” and individually a “Party”)
regarding the Parties' ownership of shares in [company name], company reg. (CVR). no. [company cvr], [company address] (the "Company").
Definitions
For the purpose of this Shareholders’ Agreement, unless the context otherwise requires, the following terms shall have the below meaning:
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About this template
What is this template?
This is a governance contract between shareholders of a Danish company and is not legally binding on the company itself under Danish corporate law. It contains specific financial distress provisions citing Section 119 of the Danish Companies Act and mandatory arbitration through the Danish Institute of Arbitration. It is not a simple share purchase agreement as it focuses on ongoing management and control rather than a one-time sale.
When should you use it?
Use this when multiple parties are incorporating or investing in a Danish company and need to define board seat allocations and restrictive covenants. Use a Share Purchase Agreement instead if the primary goal is the immediate transfer of 100% of the company's equity to a buyer without ongoing joint ownership.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2.7 | Object and Background | Establishes that this agreement takes precedence over the Articles of Association in the event of any discrepancy. |
| 4.1.2 | Pre-Emption Rights | Requires shareholders to invoke their right to purchase new Securities in writing within 20 Business Days of notification. |
| 4.3.1 | Financial Distress Situation | Permits capital proposals if the Company loses 50.00% or more of its share capital pursuant to Section 119 of the Danish Companies Act. |
| 8.1 | Material Decisions | Prohibits specific actions, including mergers or CEO dismissal, without approval from a defined qualified majority of the share capital. |
| 12.1 | Right of First Refusal | Grants non-transferring shareholders a pro rata right to acquire shares before they are sold to third parties. |
| 16.2 | Restrictive Covenants | Imposes a penalty of a specific DKK amount for each breach of the non-compete obligation by a Founder. |
| 18.3 | Breach | Sets the purchase price for a defaulting Party's shares at the market value less a 25% discount. |
Who it's for
- shareholders of a Danish company establishing board nomination rights and management structures
- founders in Denmark implementing reverse vesting or non-compete restrictions
- investors requiring qualified majority protections for material corporate decisions
- owners of a Danish entity managing share transferability through tag-along and drag-along rights
How long it runs and how it's signed
Law it's drafted under
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