Change Of Subscription Rule

What are the requirements for drawing subscription rules?

It is not a legal requirement that the subscription rule should be included in the company’s articles of association, but a general recommendation. Therefore, the DKkonsult statutes for  ApS  and  A / S  will always include the company’s subscription rule.

If the articles of association do not contain a subscription rule, this means that all members of the company, including directors and possibly board members, can each enter into a binding agreement on behalf of the company.

Therefore, if it is required to require more people to bind the company, a subscription rule must be established. With a subscription rule, you will be free to choose who can represent the company, whether it is specific management members or a majority of management members.

Below you can see the most common drawing rules, all of which can be selected with DKkonsult:

1. It only requires one director’s signature to bind the company
2. It requires two directors’ signatures to bind the company
3. It requires all directors’ signatures to bind the company
4. One director and the chairman of the board or the entire board
5. Two board members or the entire board
6. The total board

Only members of the company’s management can be eligible. However, as can be seen from paragraphs 4-6, the total board of directors – if the company has a board of directors – can always enter into binding agreements on behalf of the company regardless of subscription rule.

Who can change the drawing rule?

As mentioned, the company’s subscription rule will almost always appear in the company’s articles of association. The company’s subscription rule and thus the company’s articles of association must therefore be amended by the company’s owners at a general meeting. It requires a majority of at least ⅔ of the company’s votes to change the company’s articles of association and thus the underwriting rule.

How does the drawing rule change in practice?

In order to change the company’s subscription rule, a resolution report must be prepared for the general meeting, which states the decision to change the company’s subscription rule. Once the amendment is adopted, the decision report must be signed and the company’s articles of association changed. Finally, the new subscription rule must be registered with the Danish Business Authority.

If you change your company’s subscription rule with DKkonsult, we will do all this for you. You just need to fill out the form, pay and sign.

Make corporate changes with DKkonsult

Whether your company needs to change its name, set up a board of directors or have new statutes, you can easily and quickly make the change with DKkonsult. We have put it all together in one form so you can freely choose which company changes you want to make – the price is the same no matter how many changes, you choose to implement at once.

Choose freely from the following company changes:

• Approval of annual report ( ordinary general meeting )
• New statutes
• Change of company name and / or nickname ( e )
• Change of company purpose, management, subscription rule, audit or financial year
• Create, abolish or change board

Once you have paid and received your documents, we make sure to register the changes with the Danish Business Authority within approx. 48 hours on weekdays as soon as the decision report is signed