Establishing a private limited liability company in Norway

In this blog post we describe how to establish a private limited liability company in Norway (aksjeselskap).

Private limited liability companies are one of the types of companies available for registration in Norway. For more information about the other types of companies and choosing the right corporate structure please read this blog: How to choose the right corporate structure in Norway

Establishing a company - electronic registration via Altinn

Establishing a company in Norway is easy for Norwegian residents who can use the internet portal “Altinn”. This allows a company to be registered by submitting an electronic form. Foreigners who want to establish a company in Norway may experience challenges since they are neither in the Norwegian registers, nor Altinn users. Furthermore, the Norwegian language is used in much of the process to register a Norwegian company.

Below we outline the process foreigners must go through to register a private limited liability company (aksjeselskap).

1) Prepare the incorporation documents in compliance with Norwegian law

To register a Norwegian private limited liability company, a foundation document is needed as well as a set of articles of association. Preparing the documents in compliance with Norwegian law is essential.

One of the details about Norwegian law foreigners should pay extra attention to, is the requirements to the board members. Under Norwegian law, at least half the members of the board of directors shall reside in Norway. Alternatively, at least half of the members of the board of directors must be EU / EEA citizens and reside in the EU or EEA. Furthermore, in some cases the board members must sign a statement confirming that they accept their position as board members.

Foreigners should also be aware that a share capital of at least NOK 30 000 is required to establish a Norwegian private limited liability company. We get back to this below.

2) Obtain a proof of paid share capital

Norwegian register authorities need proof that the company has a share capital of at least NOK 30 000. Although, Norwegian law allows for companies to be established by using other assets than money as the share capital, using money as the share capital is the easiest way to meet the share capital requirement in many cases.

A proof that the company has a sufficient share capital can be obtained from an auditor, financial institution, lawyer, or accountant. They should also be able to provide guidance on requirements to be able to issue the proof.

Also read: Norwegian business culture

3) Complete the registration documents

Registering a private limited liability company requires a coordinated register notification. This is a form called “BR-1010”. It is important to complete the document correctly to avoid Norwegian authorities refusing to register the company. The board members specified in the coordinated register notification need to match the board members specified in the foundation document.

The BR-1010 form will ask for the board members’ personal identification numbers. Foreign board members who do not have a Norwegian personal identification number should request a D-number to be able to be registered as the company’s board members.

To get a D-number a copy of a valid identification document is needed. The identification document must contain a photo, full name, birth data, gender, expiry date, citizenship, and control lines. A copy of a passport or a national ID-card should be sufficient. The copy must be confirmed with original signature and stamp from the agency providing the confirmation. This could be either:

    • a Norwegian public authority
    • a Norwegian lawyer
    • a Norwegian authorised accountant
    • a Norwegian authorised or registered auditor
    • a Nordic police authority
    • Nordic embassies
    • a foreign entity with notary public competence

4) Send the documents to the Norwegian register authorities

The final step in the process of registering a Norwegian private limited liability company, is of course to send all the documents to the Norwegian register authorities. Expect the process to take longer when registering a company with a paper form as opposed to an online registration.

Any mistakes in the documents may result in Norwegian authorities returning the documents to the sender without registering the company. Once the mistakes have been corrected, the documents can be sent back to Norwegian authorities to have them process the registration anew.

Also read: Register a company in Norway

5) After registration

Once successfully registered, the company will receive an organisation number. Board members who did not have a D number originally, will receive a D number. The D number is needed for the board members to order codes and get access to Altinn on behalf of the company.

If the company was not registered in the VAT register at the same time as registration of the company, then an assessment should be made of whether to VAT register the company. A Norwegian Private Limited Liability company may also need or benefit from having a Norwegian accountant. Whether to register a Norwegian accountant may also be a matter to assess after successful registration of the company.

The lawyers at Magnus Legal have extensive experience in guiding foreigners that consider doing business in Norway. We specialize in corporate law with a focus on registration, tax, VAT, labour law and legal services for expats and multinational companies.

Feel free to contact us for a nonbinding conversation:

 

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Also see our webpage: Establish a business in Norway for more information.