Company Liquidation in Norway
Company Liquidation in Norway
Updated on Wednesday 21st August 2024 Rate this article
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The decision of closing a company in Norway can be taken by the members of a company or by a competent court. In Norway the regulations of the Limited Companies Act, Partnerships Act, Cooperatives Act and the Foundations Act must be followed in the process of company liquidation. For this procedue, it is advisable to ask for the help of our Norwegian law firm.
Company liquidation grounds in Norway
Closing a company in Norway can occur for various reasons. However, they differ based on the type of procedure to complete. Liquidation is subject to the following types of proceedings:
- voluntary company liquidation;
- compulsory or judicial liquidation.
In the case of voluntary company liquidation in Norway, the following grounds are usually invoked:
- a shareholders’ agreement to terminate the company’s activities and exit the Norwegian market;
- termination of the business activities, as a consequence of the company being setup for a limited period of time;
- failing to meet the company’s Charter requirements may also determine the shareholder to initiate the company winding up procedure.
Compulsory liquidation in Norway is usually initiated when a business goes bankrupt. The procedure usually starts when one or more creditors file a petition with a district court for recovering outstanding amounts of money. In this case, the judge will dispose the commencement of the winding up process.
Other reasons that could require compulsory liquidation are:
- failure to comply with the Company Law’s requirements;
- shareholders’ disputes;
- business license withdrawal by the Companies Register.
Our lawyers in Norway can explain each stage of the procedure, based on the type of procedure to undergo.
Steps to close a company in Norway
The steps to wind up a Norwegian company are usually the same, no matter the procedure, and entail:
- adopting/passing the liquidation decision;
- appointing a liquidator to carry out the liquidation;
- filing the liquidation notification with the Companies Registrar;
- closing down any ongoing activities and terminating contracts;
- the distribution of assets for paying the creditors;
- drafting the last financial statement and filing it with the Companies House and Tax Department;
- filing for dissolution with the Trade Register.
Our law firm in Norway can explain in detail every step of the company liquidation process.
Company liquidation procedure in Norway
All the activities related to the liquidation must be taken by a committee of liquidators appointed during a special meeting.
In the beginning the members of the committee are announcing the Brønnøysund Register Center regarding the decision of liquidation. The authority will make public the name of the committee of liquidators and the chairman along with his address. This is used by the creditors to deposit their claims.
The announcement related to the company liquidation must be published in an official newspaper at least twice at an interval bigger than one week. In the same time all the known creditors are announced in written regarding the liquidation.
A report regarding the process of company liquidation must be elaborated by the committee of liquidators along with a balance sheet where are mentioned all the company’s assets. All the shareholders must see and approve the copies of the balance sheet along with an auditor’s declaration related to it.
All the assets are used to cover the claims in full and the amount of the non-requested claims are deposited at the Norges Bank.
The remaining assets can be distributed to the entitled shareholders, after at least two months after publishing the announcement of liquidation in the Brønnøysund Register Center’s electronic publication.
The Register of Business Enterprises is notified after the liquidation process is ended.
Company liquidation requested by a court in Norway
In case of a company liquidation requested by a Court, a period of maximum one month for solving an issue which leaded to this situation can be granted (if the company had an expiration time, if the company didn’t report the structure of the management board, the name of the manager and the name of an auditor to the Register of Business Enterprises, if the company didn’t send for a period longer than six months the necessary fiscal documents to the Register of Company Accounts). Our Norwegian lawyers can handle the entire company liquidation procedure for you.
The Brønnøysund Register Center’s electronic publication is making public the Court’s decision of company liquidation but another term for fixing the issues of four weeks is granted.
The Court is giving a decree to dissolve the Norwegian company in case the above term is exceeded. The company liquidation procedure can be lengthy and complicated. That is why it is recommended to address to a professional law firm in Norway, with extensive experience in this field.
Aspects to consider when it comes to closing a company in Norway
It should be noted that upon filing the liquidation decision with the Trade Register, the notification must also specify:
- the appointment of the liquidator;
- an announcement for the creditors to submit their claims.
You can rely on our Norwegian lawyers for assistance in drafting the liquidation notification.
How long does it take to liquidate a company in Norway?
The process of company liquidation may take from a few months to a few years but the company must be aware that the accounts and books of the company are stored for a period of at least seven years and also the accounting information must be reproducible for a period of at least ten years.
Recent bankruptcy statistics
Here are some statistics on the number of companies going bankrupt in Norway in the first quarter of 2024:
- the total number of bankruptcies was 1,133;
- out these, 970 filings came from companies, while 163 from natural persons, including sole proprietors;
- by sector, 335 construction companies and 224 businesses in wholesale and retail trade, repair of motor vehicles and motorcycles filed for bankruptcy.
Our law firm has a multi-disciplinary team made of lawyers who can also help foreign citizens interested in immigration to Norway. For this purpose, we can assist in filing for residency in Norway, followed by citizenship.
In case you are interested in closing your Norwegian business, our team of local lawyers can help you through the entire procedure and can make sure that you comply with all the rules and regulations related to company liquidation in Norway. Do not hesitate to contact us.