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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 are 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 no general manager is appointed, the chairman of the board of directors is responsible for the day-to-day management. The shareholders of the company constitute 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 ordinary shares and preference shares
    • Incorporation has to be registered in the Norwegian Register of Business Enterprises (the NRBE), within 3 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 unlimited liability for all of the company's obligations. However, partners may agree in the partnership agreement that they will be severally liable according to its pro rata ownership in the 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, the identity of partners is public information
  • Minimum capital requirement

    Private LLCs

    NOK30,000.

    Public LLCs

    NOK1 million.

    Partnerships with unlimited 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 unlimited liability

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

  • Tax presence

    Private LLCs

    Private LLCs are taxed at 2 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 2 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 unlimited liability

    Pass-through entity with only 1 level of taxation. The partnership 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 company, the purpose, the number of shares, the nominal value of each share and the 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 NRBE along with the memorandum of incorporation, articles of association and a declaration from an auditor or financial institution stating that the share capital has been paid 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 has to be filed with the NRBE.

    Public LLCs

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

    Partnerships with unlimited 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 company requirements.

    Partnerships with unlimited liability

    Well regarded, but not widely used except 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 1 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 to be resolved by the board of directors in accordance with the Norwegian Private Limited Liabilities Companies Act.

     Public LLCs

    At least 1 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 to be resolved by the board of directors in accordance with the Norwegian Public Limited Liabilities Companies Act.

    Partnerships with unlimited liability

    If a partnership has appointed a board of directors, at least 1 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 unlimited 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 6-week 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 6-weeks' creditor notice period, the final dissolution documents are filed with the NRBE.

    Partnerships with unlimited liability

    Resolution by a partnership meeting to dissolve a partnership is filed with the NRBE. Following a mandatory 6-week 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 by January 31.

  • 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 unlimited liability

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

    For more information on directors’ duties, see our Global Guide to Directors’ Duties.
  • 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 addresses are 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 1/2 of the directors

    • Have to be resident in Norway or
    • Be citizens with residence of an EEC country or the United Kingdom and Northern Ireland

    Public LLCs

    A requirement that the general manager and at least 1/2 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 or the United Kingdom and Northern Ireland.

    Partnerships with unlimited liability

    No nationality or residency requirements.

  • Restrictions regarding appointment of nominee shareholders or directors

    A nominee shareholder may be appointed in public LLCs if the beneficial owner of such shares is a foreign entity/person and the nominee shareholder is approved by the Financial Supervisory Authority of Norway. The same applies in private LLCs, if the preceding requirements are met and if the shares in the private LLC are registered in a securities register.

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

    Private LLCs and public LLCs

    • Director's authority consists 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 consists 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 consists 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 in all matters, except when authority is assigned to another body through law.

    Partnerships with unlimited liability

    • If a board of directors is appointed, the director's authority consists 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 consists 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 consists 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 in all matters, except when authority is assigned to another body through law.

    This 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 a Norwegian company become public information. However, this information is not updated throughout the year and can therefore not be relied upon as evidence of who is a shareholder in a company from time to time.

    Private LLCs and public LLCs whose shares are not listed on a regulated marked are obligated to obtain information regarding the identity of its beneficial owner(s). A public register for beneficial owners is under development and, when operative, this information will be subject to registration. Public LLCs whose shares are listed on a regulated market shall register information about the relevant market where ownership information is available rather than information about the beneficial owners.

  • Minimum and maximum number of directors and shareholders

    Private LLCs

    There must be a minimum of 1 director in the board of directors. Companies with corporate assemblies must have a minimum of 5 directors.

    There must be a minimum of 1 shareholder.

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

    Public LLCs

    There must be a minimum of 3 directors in the board of directors. Companies with corporate assembly must have minimum 5 directors.

    There must be a minimum of 1 shareholder.

    No regulation of the 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 a minimum of 1 director. There must be a minimum of 2 partners.

    No regulation of the 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 unlimited liability

    A director can be removed by the partnership meeting. This does not apply to directors chosen by and among the company's employees.

  • 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 are not mandatory.

    Public LLCs

    Public LLCs must have a general manager who 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 are 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 may be held by a physical or electronic meeting, or by written resolution, subject to the chairperson’s discretion. Minutes must be prepared from all board meetings.

  • Quorum requirements for shareholder and board meetings

    Private LLCs

    The board of directors forms a quorum when more than 1/2 of the directors are present or participate in the board meeting. Stricter requirements may be determined in the articles of association. All directors (and observers, if applicable) must be given the opportunity to participate in the meeting for the board to form a quorum.

    There are 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 1 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 forms a quorum when more than 1/2 of the directors are present or participate in the board meeting. Stricter requirements may be determined in the articles of association. All directors (and observers, if applicable) must be given the opportunity to participate in the meeting for the board to form a quorum.

    There are 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 2 weeks before the general meeting. Stricter requirements may be set out in the articles of association. Shareholders may waive the notice requirements.

    Partnerships with unlimited liability

    The board of directors has a quorum when more than 1/2 of the director are present or participate in the board meeting. Stricter requirements may be determined in the partnership agreement. All directors (and observers, if applicable) must be given the opportunity to participate in the meeting 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 local 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 local Norwegian bank account must be opened prior to the registration with the NRBE.

    Partnerships with unlimited 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?

    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 electronically stored outside of the Nordics, an application to the Norwegian Tax Authorities is required.

    The accounting materials shall be available in a readable format and shall be capable of being printed on paper in Norway throughout the storage period.

    A company which is required to have an auditor is also required to annually hold a meeting between the company's board of directors and the company's auditor, where they shall address material accounting matters and other matters which the auditor considers important for the board of directors to be informed about. In this meeting, the company's general manager or other members of the day-to-day management shall not participate (including board members who are also part of the company's day-to-day management, except a company where the majority of the company's board of directors consists of members of the day-to-day management – however so that the general manager in no cases shall be allowed to participate).

    Private LLCs

    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 fewer than 10 full-time equivalent employees. If an auditor is elected, a declaration of willingness from the auditor must be attached to the filing.

    Public LLCs

    Public LLCs are obligated to have an auditor.

    Partnerships with unlimited liability

    For partnerships with unlimited liability, 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 fewer than 10 full-time equivalent employees. If an auditor is elected, a declaration of willingness from the auditor must be attached to the filing.

  • Requirement regarding par value of stock

    The number of shares and the par value of the stock have to be at least equal to 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 are 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 2 years and must be limited to a maximum of 1/2 of the share capital as of the date the authorization was granted.

    Partnerships with unlimited 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 a 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 dividends to the extent that, after the distribution, it 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 may not be set lower than the minimum share capital of NOK 30,000. A share capital decrease may be completed by a redemption of shares or reduction of the par value. A share capital reduction presupposes that the company formerly has submitted annual accounts (or interim accounts) to be used as a basis, and a 6-week creditors' notice period will apply before it may be implemented. Finally, the company shall at all times have 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 a 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 dividends to the extent that, after the distribution, it 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 may not be set lower than the minimum share capital of NOK 1 million. A share capital decrease may be completed by a redemption of shares or reduction of the par value. A share capital reduction presupposes that the company formerly has submitted annual accounts (or interim accounts) to be used as a basis, and a 6-week creditors' notice period will apply before it may be implemented. Finally, the company shall at all times have equity and liquidity which is adequate in terms of the risk and scope of the company’s business.

    Partnerships with unlimited 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 cover 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. This 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 LLCs. 

    Partnerships with unlimited liability

    As a general rule, a transfer of shares is subject to approvals from the other partners. This principle can be modified in the partnership agreement. If the partnership agreement contains a right to transfer, such transfer may be subject to first refusal by 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 3 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 3 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 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 3 letters

  • Summary of "know your client" requirements

    The requirements will depend on the bank in question.

  • Approval requirements for amending charter document

    Private LLCs

    Amending the articles of association requires at least 2/3 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 2/3 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 must be 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, be purchased on short notice. The shelf company may be utilized immediately after the transfer of the shelf company has completed.

  • Key contacts

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

Norway

Private LLCs

Funds may be repatriated as a 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 dividends to the extent that, after the distribution, it 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 may not be set lower than the minimum share capital of NOK 30,000. A share capital decrease may be completed by a redemption of shares or reduction of the par value. A share capital reduction presupposes that the company formerly has submitted annual accounts (or interim accounts) to be used as a basis, and a 6-week creditors' notice period will apply before it may be implemented. Finally, the company shall at all times have 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 a 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 dividends to the extent that, after the distribution, it 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 may not be set lower than the minimum share capital of NOK 1 million. A share capital decrease may be completed by a redemption of shares or reduction of the par value. A share capital reduction presupposes that the company formerly has submitted annual accounts (or interim accounts) to be used as a basis, and a 6-week creditors' notice period will apply before it may be implemented. Finally, the company shall at all times have equity and liquidity which is adequate in terms of the risk and scope of the company’s business.

Partnerships with unlimited 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 cover obligations of the company or company business. Profit cannot be distributed if this evidently would harm the interests of the company or its creditors.