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  • Form of entity

    Private limited liability companies (private LLCs)

    Separate and distinct legal entity managed by a board of directors, which is responsible for making major business decisions. The board of directors also has a supervisory function in relation to the company's activities and the executive managers of the company. Directors are elected by the shareholders of the company. Employees may have right to appoint a minority of the board members if the number of employees exceed certain thresholds. The day-to-day operations of the company is usually carried out by the general manager, who is appointed by the board of directors. However, private LLCs are not obligated to have a general manager. If this is the case, the chairman of the board of directors is responsible for the day-to-day management. The shareholders of the company constitutes the general meeting, which is the superior body of the company. 

    Public limited liability companies (public LLCs)

    Separate and distinct legal entity. Governmental structure of public LLCs is unitary with private LLCs. Public LLCs must have a general manager which is responsible for the day-to-day management of the company. The general manager is appointed by the board of directors. Only public LLCs or other similar foreign companies can be listed on a regulated market.

    Partnerships with unlimited liability

    Separate and distinct legal entity managed by the partnership meeting. Partnership meeting can appoint a board of directors and a general manager to manage the company and handle the day-to-day responsibilities.

  • Entity set up

    Private LLCs

    • Unlimited number of shareholders
    • No personal liability for shareholders
    • Taxed on its earnings at a corporate level. Shareholders are taxed on any distributed dividends
    • Typical charter documents include: memorandum of incorporation, articles of association and shareholders' register
    • Board of directors has the overall management responsibility. General manager has the day-to-day responsibility
    • Shareholders subscribe for shares in a company. A company may have different share classes, for instance preference shares
    • Incorporation has to be registered in the Norwegian Register of Business Enterprises (the NRBE), within three months of incorporation

    Public LLCs

    • Unlimited number of shareholders
    • No personal liability for shareholders
    • Taxed on its earnings at a corporate level. Shareholders are taxed on any distributed dividends
    • Typical charter documents include: Memorandum of incorporation and articles of association
    • Shareholders' are registered in a shareholders' register at a securities depository

    Partnerships with unlimited liability

    • Unlimited number of partners
    • As a general rule partners jointly have an unlimited liability for all of the company's obligations. However, partners may agree to the partnership agreement that they will be severally liable according to its pro rata ownership in a partnership
    • Not taxed on its earnings at a corporate level. Partners are taxed at their individual rates based on each partner’s part of the profits
    • Typical charter documents include: partnership agreement
    • Every partner has to sign the partnership agreement. Since this agreement is registered with the NRBE, identity of partners of a company is public information
  • Minimum capital requirement

    Private LLCs

    NOK30,000.

    Public LLCs

    NOK1 million.

    Partnerships with liability

    No minimum capital requirement.

  • Legal liability

    Private LLCs

    Shareholders' liability is generally limited to the shareholders' equity contributions.

    Public LLCs

    Shareholders' liability is generally limited to the shareholders' equity contributions.

    Partnerships with liability

    Partners are jointly liable for all partnership's obligations. However, partners can agree to be severally liable for the corporation's obligations.

  • Tax presence

    Private LLCs

    Private LLCs are taxed at two levels. At first a private LLC pays a corporate tax on its corporate income; next a private LLC distributes profits to shareholders who then pay income tax on those dividends. Dividend received by legal entities being shareholders may be taxed at a lower level.

    Public LLCs

    Public LLCs are taxed at two levels. First, a public LLC pays a corporate tax on its corporate income; next a public LLC distributes profits to shareholders who then pay income tax on those dividends. Dividend received by legal entities being shareholders may be taxed at a lower level.

    Partnerships with liability

    Pass-through entity with only one level of taxation. The corporate profits "pass through" to the partners, who then pay taxes on the profits at their individual tax rates.

  • Incorporation process

    Private LLCs

    Incorporation starts with signing a memorandum of incorporation setting out among other the name of the company, the purpose, number of shares and share capital. Subsequently, the minimum share contribution has to be made. If the contribution shall be made in cash, the company has to establish a Norwegian bank account to make the contribution. Following this, incorporation of the company is filed on a coordinated register notification with the NRRB along with memorandum of incorporation, articles of association and a declaration from an auditor or financial institution stating that the share capital has been payed to the company mentioned. If some part or all of the share capital is going to be contributed as non-cash contributions, a statement from the founders regarding the contribution in kind, confirmed by an auditor, also have to be filed with the NRBE.

    Public LLCs

    The incorporation process for public LLCs is similar to the process for private LLCs.

    Partnerships with liability

    Incorporation starts with signing a partnership agreement setting out among other the name of the partners, the purpose, the ownership percentage and whether the partners' liability is pro rata or joint and several. If the partners are obligated to pay a contribution to the partnership, the partnership agreement has to reflect this. If a partnership will have a board of directors and/or an auditor, partnership meeting minutes with appointments and a declaration of willingness from the auditor will have to be attached as well. Following this, incorporation of the company is filed on a Coordinated Register Notification with the NRBE along with the partnership agreement attached.

  • Business recognition

    Private LLCs

    Well regarded and widely used.

    Public LLCs

    Well regarded, but not widely used because private LLCs fits most companies requirements.

    Partnerships with liability

    Well regarded, but not widely used except for in particular sectors.

  • Shareholder meeting requirements

    Required to hold an annual general meeting/partnership meeting to approve the annual accounts and other items required by law, articles of association or the partnership agreement.

  • Board of director meeting requirements

    Private LLCs

    At least one meeting each year to approve annual accounts. Further required to hold board meetings to resolve matters of unusual or significant nature, as well as matters that have to be resolved by the board of directors in accordance with the Norwegian Private Limited Liabilities Companies Act.

    Public LLCs

    At least one meeting each year to approve annual accounts. Further required to hold board meetings to resolve matters of unusual or significant nature, as well as matters that have to be resolved by the board of directors in accordance with the Norwegian Public Limited Liabilities Companies Act.

    Partnerships with liability

    If a partnership has appointed a board of directors, at least one meeting each year to approve annual accounts is required.

  • Annual company tax returns

    Private LLCs

    Must annually file tax returns and annual accounts with government authorities.

    Public LLCs

    Must annually file tax returns and annual accounts with government authorities.

    Partnerships with liability

    Partnerships must file a tax return, in addition to a tax return filed by each partner, which partners file together with their respective annual tax returns. A partnership is transparent for tax purposes, and each partner is taxable for their proportionate share of income.

  • Business registration filing requirements

    It is required with initial registration, as well as annual filings.

  • Business expansion

    No need to change form of entity as business expands.

  • Exit strategy

    Private LLCs

    Resolution by the general meeting to dissolve the company is filed with the NRBE. Following a mandatory six weeks' creditor notice period, the final dissolution documents are filed with the NRBE.

    Public LLCs

    Resolution by the general meeting to dissolve the company is filed with the NRBE. Following a mandatory six weeks' creditor notice period, the final dissolution documents are filed with the NRBE.

    Partnerships with liability

    Resolution by a partnership meeting to dissolve a partnership is filed with the NRBE. Following a mandatory six weeks' creditor notice period, final dissolution documents are filed with the NRBE.

  • Annual corporate maintenance requirements

    Private LLCs and public LLCs must file a register of shareholders as of December 31 each year.

  • Director / officer requirements

    Private LLCs

    All directors must be of age. Therefore, directors must be above the age of 18 and have legal capacity to act.

    Public LLCs

    All directors must be of age. Therefore, directors must be above the age of 18 and have legal capacity to act. It is further a requirement that both sexes are elected as directors. The number of directors required from each sex will depend on the total number of directors.

    Partnerships with liability

    All directors must be of age. Therefore, directors must be above the age of 18 and have legal capacity to act.

  • Local corporate secretary requirement

    Not applicable for this jurisdiction.

  • Local legal or admin representative requirement

    Not applicable for this jurisdiction.

  • Local office lease requirement

    Not applicable for this jurisdiction.

  • Other physical presence requirements

    Not applicable for this jurisdiction.

  • Sufficiency of virtual office

    Virtual offices and c/o address is sufficient. 

  • Provision of local registered address by law firm or third-party service provider

    Private LLCs, public LLCs and partnerships must be registered with a Norwegian address.

  • Provision of local director or corporate secretary by law firm or third-party service provider

    Not applicable for this jurisdiction.

  • Nationality or residency requirements for shareholders, directors and officers

    Private LLCs

    The general manager and at least half of the directors have to

    • Be resident in Norway or
    • Be citizens with residence of an EEC country

    Public LLCs

    A requirement that the general manager and at least half of the directors have residence in Norway. Equivalent to Norwegian residents are citizens with residence in a country that is party to the EEA Agreement.

    Partnerships with liability

    No nationality or residency requirements.

  • Restrictions regarding appointment of nominee shareholders or directors

    A nominee shareholder may not be appointed in public LLCs. If the shares of a private LLC is registered in a securities register, a nominee shareholder may also be appointed for shares in a private LLC.

    A nominee director may not be appointed.

  • Summary of director's, officer's and shareholder's authority and limitations thereof

    Private LLCs and public LLCs

    • Director's authority consist of managing the company. The board of directors shall ensure a proper organization of the business and draw up plans, guidelines and budgets for the company's business. The board of directors shall keep itself informed of the company's financial position and is obliged to ensure that its activities, accounts and capital management are subject to adequate control. The board of directors shall effectuate any inspections they consider necessary. The board of directors shall supervise the day-to-day management and may issue instructions to the general manager. If the company does not have a general manager, the chairperson is responsible for the day-to-day management of the company as well.
    • The general manager's authority consist of the responsibility for the day-to-day management. The manager shall comply with the guidelines and instructions issued by the board of directors. The day-to-day management does not comprise matters of an unusual kind or major importance. The general manager shall ensure that the company's accounts are in accordance with statutory law and regulations, and that the capital management is properly organized.
    • The shareholder's authority consist of exercising the supreme authority in the company through the general meeting. The authority can only be exercised through a summoned general meeting and is superior to all other corporate bodies.  The general meeting can pass decisions inn all matters, except when authority is assigned to another body through law.

    Partnerships with liability

    • If a board of directors is appointed, the director's authority consist of managing the company. The board of directors shall ensure a proper organization of the business and draw up plans, guidelines and budgets for the company's business. The board of directors shall keep itself informed of the company's financial position and is obliged to ensure that its activities, accounts and capital management are subject to adequate control. The board of directors shall effectuate any inspections they consider necessary. The board of directors shall supervise the day-to-day management and may issue instructions for the general manager. 
    • The general manager's authority consist of the responsibility for the day-to-day management. The manager shall comply with the guidelines and instructions issued by the board of directors. The day-to-day management does not comprise matters of an unusual kind or major importance. The general manager may decide matters under authorization from the board of directors in each case or whenever the board of directors' decision cannot be awaited without major inconvenience to the company. The general manager shall ensure that the company's accounts are in accordance with statutory law and regulations, and that the capital management is properly organized.
    • The partner's authority consist of exercising the supreme authority in the company through the partnership meeting. The authority can only be exercised through a summoned partnership meeting.  The partnership meeting is superior to all other corporate bodies.  The partnership meeting can pass resolutions inn all matters, except when authority is assigned to another body through law.

    The summary of authority and limitations is not exhaustive.

  • Public disclosure of identity of directors, officers and shareholders

    The name of the directors and general manager is public information register in the NRBE. Also, the partners in a partnership is public information which has to be registered in the NRBE.

    All shareholders in private LLCs and public LLCS as of December 31 each year shall be registered with the Norwegian tax authorities. Based on this information, the shareholders of Norwegian company become public information. However, this information is not updated throughout the year and can therefore not be relied upon as evident of who is shareholder in a company from time to time.

  • Minimum and maximum number of directors and shareholders

    Private LLCs

    There must be minimum one director in the board of directors.

    There must be minimum one shareholder.

    No regulation of maximum number of directors or shareholders, unless stated otherwise in the articles of association.  

    Public LLCs

    There must be minimum three directors in the board of directors. Companies with corporate assembly must have minimum five directors.

    There must be minimum one shareholder.

    No regulation of maximum number of directors or shareholders, unless stated otherwise in the Articles of Association.  

    Partnerships with unlimited liability

    If the partnership meeting appoints a board of directors, there must be minimum one director.

    There must be minimum two partners.

    No regulation of maximum number of directors or shareholders, unless stated otherwise in the partnership agreement.

  • Minimum number of shareholders required
  • Removal of directors or officers

    Private LLCs

    A director can be removed by the general meeting. This does not apply to directors chosen of the company's employees. If the company has a general assembly, the director may be removed by the general assembly.

    Public LLCs

    A director can be removed by the general meeting. This does not apply to directors chosen of the company's employees. If the company has a general assembly, the director may be removed by the general assembly.

    Partnerships with liability

    A director can be removed by the partnership meeting.

  • Required and optional officers

    Private LLCs

    It is not mandatory to have a general manager in private LLCs. CFO and COO are deemed as ordinary employees and is not mandatory.

    Public LLCs

    Public LLCs must have a general manager which is responsible for the day-to-day management of the company. No other officer is mandatory. CFO and COO are deemed as ordinary employees and is not mandatory.

    Partnerships with unlimited liability

    It is not mandatory to have a general manager or any other officers in a partnerships.

  • Board meeting requirements

    A board meeting is as a general rule held by a physical meeting. The meeting may be held by written resolution of telephone conference if the chairman decides this is an adequate manner to deal with the matters to be dealt with. 

  • Quorum requirements for shareholder and board meetings

    Private LLCs

    The board of directors forms a quorum when more than half of the director are present or participate in the board meeting. Stricter requirements may be determined in the articles of association. All directors must be given the opportunity to participate in the meeting in order for the board to form a quorum.   

    There is no quorum requirements for the general meeting, but as some decisions require unanimity there will in effect be quorum requirements for such decisions. Notice of the general meeting must as a general rule be sent at least one week before the general meeting. Stricter requirements may be set out in the articles of association. Shareholders may waive the notice requirements.

    Public LLCs

    The board of directors has a quorum when more than half of the director are present or participate in the board meeting. Stricter requirements may be determined in the articles of association. All directors must be given the opportunity to participate in the meeting in order for the board to form a quorum.   

    There is no quorum requirements for the general meeting, but as some decisions require unanimity there will in effect be quorum requirements for such decisions. Notice of the general meeting must as a general rule be sent at least two week before the general meeting. Stricter requirements may be set out in the articles of association. Shareholders may waive the notice requirements.

    Partnerships with liability

    The board of directors has a quorum when more than half of the director are present or participate in the board meeting. Stricter requirements may be determined in the partnership agreement. All directors must be given the opportunity to participate in the meeting in order for the board to form a quorum.   

    All decisions made by the partnership meeting must be unanimous, unless the partnership agreement states otherwise. 

  • Must a bank account be opened prior to incorporation, and must the bank account be local?

    Private LLCs

    If the initial share contribution shall be made in cash, a Norwegian bank account must be opened prior to the registration with the NRBE.  

    Public LLCs

    If the initial share contribution shall be made in cash, a Norwegian bank account must be opened prior to the registration with the NRBE.

    Partnerships with liability

    As there is no minimum capital requirement, no bank account must be created prior to incorporation.

  • Auditing of local financials. If so, must the auditor be located in local jurisdiction, and must the company's books be kept locally?

    For private LLCs it is not an absolute requirement to have an auditor, if (i) the company's operating income is less than NOK6 million, (ii) the company's balance sum is less than NOK23 million and (iii) the company on average has less than ten full time equivalent employees, the founders can choose to not have an auditor. If an auditor is elected, a declaration of willingness from the auditor has to be attached to the filing. Public LLCs are obligated to have any auditor.

    If the company has an auditor, the auditor must be approved by the Financial Supervisory Authority of Norway.

    Annual accounts and other mandatory accounts, annual reports and auditors' reports shall be stored in Norway for five years after the end of the financial year. The documents may be stored electronically in Norway, Denmark, Finland, Iceland or Sweden. If the documents should be stored outside of the Nordics, this has to be applied for to the Norwegian Tax Authorities.

    The electronically stored documents must be accessible, meaning that they have to be accessible in an accounting system or stored in another way. When documents are stored abroad, the documents must be accessible through a terminal or equivalent medium.

  • Requirement regarding par value of stock

    The number of shares and the par value of the stock has to at least equal the minimum share capital of a private LLC and a public LLC.

    Not applicable for partnership.

  • Increasing of capitalization if needed

    Private LLCs and public LLCs

    Share capital increases is adopted by the general meeting following a proposal from the board of directors. The board of directors may be granted authority by the general meeting to adopt share capital increases on specific terms. Such authorization may not be valid for more than two years and must be limited to a maximum of half of the share capital as of the date the authorization was granted.

    Partnerships with liability

    Capitalization of a partnership is adopted by the partnership meeting.   

  • Summary of how funds can be repatriated from your jurisdiction (ie dividends or redemption)

    Private LLCs

    Funds may be repatriated as dividend or a share capital decrease. Both types are adopted by the general meeting following a proposal by the board of directors. The company may only distribute dividend to the extent that it after the distribution still has net assets covering the company's share capital and other restricted equity, such as funds for unrealized gains and valuation differences. Upon a share capital decrease, the share capital decrease my not be set lower than the minimum share capital of NOK30,000. A share capital increase may be completed by either redemption of shares or reduction of the par value. A share capital reduction is subject to a six weeks creditors' notice period before it may be implemented. Finally, the company shall at all times have an equity and liquidity which is adequate in terms of the risk and scope of the company’s business.

    Public LLCs

    Funds may be repatriated as dividend or a share capital decrease. Both types are adopted by the general meeting following a proposal by the board of directors. The company may only distribute dividend to the extent that it after the distribution still has net assets covering the company's share capital and other restricted equity, such as funds for unrealized gains and valuation differences. Upon a share capital decrease, the share capital decrease my not be set lower than the minimum share capital of NOK1 million. A share capital increase may be completed by either redemption of shares or reduction of the par value. A share capital reduction is subject to a six weeks creditors' notice period before it may be implemented. Finally, the company shall at all times have an equity and liquidity which is adequate in terms of the risk and scope of the company’s business.

    Partnerships with liability

    Distribution of profit is subject to resolution of the partnership meeting. The company may only distribute profit if the funds are not necessary to cower obligations of the company or company business. Profit cannot be distributed if this evidently would harm the interests of the company or its creditors.

  • Restrictions on transferability of shares

    Private LLCs

    As a principal rule, transfer of shares is subject to right of first refusal and approval by the board of directors. The may be modified in the articles of association whereby the shares may still be freely transferrable. The articles of association may also contain specific requirements in order to be approved as shareholder.    

    Public LLCs

    As a general rule, shares are freely transferrable and therefore not subject to approval by the board of directors or right of first refusal. This principle may be modified in the articles of association, but this is uncommon for public LCCs. 

    Partnerships with liability

    As a general rule, transfer of shares is subject to approvals from the other partners. This principle can be modified in the partnership agreement. If partnership agreement contains a right to transfer, such transfer may be subject to first refusal for the other partners.    

  • Obtaining a name and naming requirements

    Private LLCs

    The name must include the word "aksjeselskap" or the abbreviation "AS." The name may not be identical to a name already registered with the NRBE and contain at least three letters.

    Public LLCs

    The name must include the word "allmennaksjeselskap" or the abbreviation "ASA." The name may not be identical to a name already registered with the NRBE and contain at least three letters

    Partnerships with unlimited liability

    If the partners have joint and several liability, the company name must include the words "ansvarlig selskap" or the abbreviation "ANS." If the partners' liability is pro rata, the company name must include the the words "selskap med delt ansvar" or the abbreviation "DA." The name may not be identical to a name already registered with the NRBE and contain at least three letters

  • Summary of "know your client" requirements

    Required by banks in order to open a bank account.

  • Approval requirements for amending charter document

    Private LLCs

    Amending the articles of association requires at least two third majority of the votes and the share capital represented at the general meeting. Stricter requirements may be included in the articles of association.

    Public LLCs

    Amending the articles of association requires at least two third majority of the votes and the share capital represented at the general meeting. Stricter requirements may be included in the articles of association.

    Partnerships with unlimited liability

    A resolution by the partnership meeting to amend the partnership agreement has to unanimous unless otherwise has been agreed in the partnership agreement.

  • Licenses required to conduct business in jurisdiction

    As a general rule not applicable, but may be required for certain industries.

  • Process of purchasing and utilizing a shelf company

    Shelf companies may in general by purchased on short notice. The shelf company may be utilized immediately after the transfer of the shelf company has completed.

  • Key contacts

Minimum and maximum number of directors and shareholders

Norway

Private LLCs

There must be minimum one director in the board of directors.

There must be minimum one shareholder.

No regulation of maximum number of directors or shareholders, unless stated otherwise in the articles of association.  

Public LLCs

There must be minimum three directors in the board of directors. Companies with corporate assembly must have minimum five directors.

There must be minimum one shareholder.

No regulation of maximum number of directors or shareholders, unless stated otherwise in the Articles of Association.  

Partnerships with unlimited liability

If the partnership meeting appoints a board of directors, there must be minimum one director.

There must be minimum two partners.

No regulation of maximum number of directors or shareholders, unless stated otherwise in the partnership agreement.