Shareholders’ agreement – your safeguard for strong ownership

A shareholders’ agreement is a key document that defines the rules between the company’s owners. It sets out rights, obligations, and decision-making processes – and is an important tool to prevent conflicts before they arise.

At KROMANN Law Firm, we tailor shareholders’ agreements for everything from company start-ups and generational transitions to changes in ownership structure or the sale of shares. Our goal is to protect your interests and ensure security and transparency for all owners.

What is a shareholders’ agreement – and why is it important?

A shareholders’ agreement is a voluntary agreement between the owners of a company. It regulates cooperation and creates a clear framework for how ownership is managed – both in day-to-day operations and in unforeseen situations.

Although shareholders’ agreements are not legally required and do not need to be registered with the Danish Business Authority (Erhvervsstyrelsen), they are often essential in companies with multiple owners.

At KROMANN Law Firm, we therefore always recommend having a shareholders’ agreement in place to ensure a clear plan if disputes arise. It creates peace of mind, predictability, and better cooperation between owners.

Typical elements of a shareholders’ agreement

The content depends on the needs of the company, but typically includes provisions on:

distribution of ownership shares
decision-making authority and management
absence or illness of owners
conflict resolution (e.g. deadlock clauses)
dividend policy
rules for transfer of shares
sanctions for breach of agreement
non-compete and customer clauses

At KROMANN Law Firm, we ensure your agreement is tailored precisely to your company and ownership structure.

Deadlock clauses in equal ownership structures

In companies with equal ownership, disagreements can easily lead to a deadlock. If two owners each hold 50% and cannot agree, it may paralyse the company.

A well-drafted deadlock clause ensures a predefined mechanism to resolve such situations – without jeopardising the business.

We help you choose the right solution based on your ownership structure and cooperation model.

When should you create a shareholders’ agreement?

A shareholders’ agreement is relevant in all companies with multiple owners – regardless of whether ownership is equal or not.

We particularly recommend it when:

starting a company with multiple owners
admitting a new co-owner
selling shares
changes in ownership structure
generational transition

Why a shareholders’ agreement is important for you and your business

A shareholders’ agreement provides clarity on how owners should cooperate and what happens in case of disagreement. It also ensures that business operations are not disrupted by internal disputes, and that all owners understand their rights and obligations.

At KROMANN Law Firm, we ensure that the agreement is legally sound, practically usable, and tailored to your business.

Shareholders’ agreement vs. articles of association – what is the difference?

It is important to distinguish between articles of association and shareholders’ agreements.

Articles of association are the company’s public rules governing formal matters such as general meetings and management.

A shareholders’ agreement, on the other hand, regulates the internal relationship between the owners and is not binding on the company itself, only between the parties.

Therefore, the agreement should include clear sanctions in case an owner breaches it – even if the action complies with the articles of association.

Shareholders’ agreement in connection with sale or transfer of a business

If you plan to sell all or part of your company – and perhaps remain a co-owner – it is crucial to have a shareholders’ agreement regulating your relationship with the new owner.

The agreement protects you from conflicts and ensures you do not lose influence or become bound to unfavourable terms.

We help you create or update a shareholders’ agreement that reflects the new ownership structure and ensures stability.

Get help from experienced lawyers in shareholders’ agreements

Are you considering a shareholders’ agreement – or do you have questions about its structure?

At KROMANN Law Firm, we have extensive experience in drafting and updating shareholders’ agreements for all types of businesses. Contact us today and get an agreement that protects you, your company, and your future cooperation.

Contact KROMANN Law Firm on +45 8618 1102 or by email at kontakt@advokatkromann.dk.