Company Law in Norway
Company Law in NorwayUpdated on Tuesday 26th February 2019
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With economic stability, a low unemployment rate and a growing GDP (Gross Domestic Product), Norway aligns with the powerful states at a worldwide level, where businessmen choose to settle their activities and start making profits. Having a company in Norway means respecting the rules and regulations which are stipulated in the Norwegian Company Act.
Complete and suitable information about this specific law can be obtained from our lawyers in Norway, who can also explain you in details the taxation system available in the country and the main rules you need to consider when setting up a business here.
The importance of the Norwegian Company Act
The Company Act in Norway contains the rules and regulations related to the registration of a limited liability company (LLC), partnership, sole proprietorship, public limited liability company, charity, foundation, or organization with various types of activities in Norway, and any other company type that is available in this country. This important act specifies complete information about the documents you need to prepare when registering a business in Norway and the conditions you need to meet when deciding on having activities here, for instance:
- • details concerning the main purpose for which the company is set up;
- • information about the board members and the capital of the newly established company in Norway;
- • details about the person who represents the entity and the name of the enterprise and its address;
- • draft and sign the articles of association, the main statutory documents of a Norwegian company.
The same Act contains details on how to open a joint stock company in Norway, which is one of the most common types of entity a businessman chooses as a start-up in the country. We remind that our Norwegian lawyers can provide you with complete assistance and legal advice if you are interested in opening a firm in Norway.
Who can register a business in Norway in accordance with the Company Act?
Businessmen who want to establish a branch in Norway, set up a sole proprietorship, liable partners who want to enter into a general or limited partnership or who want to open any of the business forms prescribed by the Norwegian legislation, should consider the main regulations that come with a suitable and legal registration of any entity in the country. Registering a business, no matter its structure, falls under the Registry Unit in Brønnøysund Register Center in Norway. The same is available for changing the business structure in Norway.
What are the main regulations prescribed by the Norwegian Company Act?
The Norwegian Company Act, also known as the Business Enterprise Registration Act, provides a clear legal framework concerning the registration of a business form in this country. The Act is applicable at a national level, as prescribed by the Chapter I of the document and it also offers information on the types of entities that have to be registered with the local authorities. According to the Chapter II of the Act, the following types of entities are required to be registered in Norway:
- • limited liability companies and public limited companies, as well as other types of corporate entities that are set up with the purpose of developing a business activity;
- • foundations – in the case of foundations, the registration is mandatory in the case of those that develop business operations;
- • organizations and other similar associations that carry an economic activity;
- • sole traders – the Norwegian sole trader has to be registered as long as it hires more than five employees or in the case in which it purchases goods for the purpose of resale;
- • public corporations, health companies or foreign companies developing operations on the country’s continental shelf.
What are the registration requirements for Norwegian LLCs?
One of the most common ways to start a business in Norway is by opening a LLC. Our team of Norwegian lawyers can assist with in-depth information concerning the main procedures that are prescribed by the Company Act, but investors should know that the following minimum requirements have to be completed:
- • information on the company’s articles of association, and on the date in which the business was set up;
- • information regarding its business address and the municipality where the business operates;
- • the structure of the company’s board, on the company’s managing director and the company’s representative;
- • information on the company’s memorandum and the provisions that are included from the Norwegian Limited Companies Act.
How can one open a public limited liability company in Norway?
When opening a Norwegian public limited liability company, the articles of association have to include provisions concerning the company’s minimum share capital, the number of shares issued by the company, the value of a share, the minimum and the maxim number of directors that can be appointed, company’s matters that can be discussed during the ordinary general meeting and other compulsory requirements, which can be detailed by our law firm in Norway.
These legal requirements are stipulated under the Norwegian Public Limited Liability Companies Act. Other requirements are also stated under the Norwegian Company Act, more exactly, in the Chapter III – Information to be Registered. The document also stipulates that it can also be necessary to mention the gender of the persons forming the company’s board, provided that certain conditions apply.
When does a Norwegian company need to be registered?
Once the incorporation procedure begins, the company’s representatives have the legal obligation to register with specific authorities. A legal entity that has to comply with the Norwegian registration regulations must be registered with the Brønnøysund Register Center and this is done in accordance with the company’s business form.
According to the Chapter IV of the Act, the registration has to be completed prior to engaging in an economic activity. In the case of private limited companies, as well as for public limited companies, the registration is mandatory in a period of maximum three months since the company’s statutory documents were signed. However, other business forms can register with the institution in a longer period of time, of maximum six months.
Who is in charge with the registration notification in Norway?
When opening a company in Norway, the procedure has to be started by specific entities. For example, when registering a Norwegian company, specific persons have to submit the notification for registration, depending on the company’s business form. In the case of a Norwegian sole trader, this responsibility is applied to the company’s founder.
In the case of those opening a partnership in Norway (limited or general), the notification has to be sent by each of the partners who hold the liability for this business structure. The Norwegian Company Act also allows the registration of a European business enterprise group, in which case, the notification has to be submitted by the structure’s liable partners or its manager.
Please contact our law firm in Norway for extra information and comprehensive details about the Company Law in Norway. Our attorneys can offer advice on any of the procedures related to the registration of a corporate entity in this country and can help in preparing the company’s documents.