The most common corporate legal entities selected by foreign multinationals planning on expanding their activities to Norway are either a branch (NUF) or a limited liability company (AS). In this blog we will take you through the steps of establishing a Norwegian branch (NUF) of a foreign company.
What is a branch (NUF)?
A branch, known in Norway as a Norwegian-registered Foreign Company (NUF), is not a separate legal entity but an extension of the main enterprise. This means that all risks and obligations of the branch are assumed by the main enterprise, providing no limitation on liability. Registration as a NUF simply indicates that the foreign enterprise is registered in Norway and does not necessarily mean it has physical offices or employees there.
A NUF must comply with similar obligations as a Norwegian limited liability company. Additionally, if the foreign entity conducts business activities in Norway, it may be subject to Norwegian tax laws, particularly if these activities constitute a "permanent establishment" under international tax treaties. The corporate tax rate for a NUF is the same as for a Norwegian limited liability company, and Norway does not impose withholding tax on profits distributed to the foreign head office.
The decision on which corporate legal entity to choose, depends on the multiple factors, including the activities planned to be performed in Norway by the company.
Also read: How to choose the right corporate structure in Norway
How to establish a business in Norway
A guide for foreign companies looking to establish business activities in Norway.
Steps to establish a Norwegian branch (NUF)
Prepare required documentation
Before starting the registration process, the foreign company need to gather and prepare several documents:
- Proof of registration from foreign business register: A certificate from the foreign business register in country of origin. As a general rule the document must be in English and not be older than three months.
- Company documents: A deed of incorporation for the parent company, including memorandum of association and articles of association.
- Resolution to establish a NUF: A formal decision by the parent company's board to set up a branch in Norway. If the branch will have a separate board, this must be included in the resolution.
- Appointment of business manager: The Norwegian branch must have a Norwegian contact person or business manager. Consequently, the parent company must issue a signed proxy which gives the appointed person right to act as the branch’s contact person or business manager.
Register with the Brønnøysund Register Centre
Once the required documents have been prepared, the next step is to register the branch with the Brønnøysund Register Centre.
The registration of the branch is done by submitting a completed form called “coordinated register notification” (BR1080), along with the documentation mentioned above in point 1.
The purpose of the coordinated register notification is to provide information about the parent company and the planned activities, including, the nature of the business, the Norwegian branch's address, and the appointed local representative.
For first-time registration of a branch, the form must be sent by mail. The current fee for registration in the The Central Coordinating Register for Legal Entities and The Register of Business Enterprises is NOK 3 205.
After registration
Once the branch has been registered with the Brønnøysund Register Centre, the branch will receive an organization number. When the branch has been given an organization number, it is officially established and obliged to adhere to Norwegian compliance regulations.
Ready to move forward with your Norwegian branch?
Given the complexity of the NUF registration process and consequent compliance responsibility, we advise seeking legal counsel before proceeding. At Magnus Legal, we specialize in corporate law and possess extensive experience in guiding foreign companies through registrations and assisting them in staying compliant.
Download our guide to learn more about establishing your business in Norway, or feel free to contact us for a non-binding chat.
How to establish a business in Norway
A guide for foreign companies looking to establish business activities in Norway.
