How to set up a Private Limited Liability Company (AS) in Norway

Starting a private limited liability company, known as an “aksjeselskap” (AS) in Norway, is a popular choice among Norwegian and foreign investors and entrepreneurs due to its limited liability to its shareholders. In an AS, shareholders are primarily only liable for the capital invested, making it a secure option for entrepreneurs looking to start a business. This blog will provide a step-by-step guide to help you set up an AS in Norway.

What is a Private Limited Liability Company (AS) ?

First, let us briefly examine an AS and why it is popular.

• An AS is a separate legal entity with one or more owners (shareholders).
• The general assembly is the company's highest governing body and consists of the company shareholders.
• Key advantage: The owners are only liable for the amount they have invested in the company. They are not personally liable for the company's obligations and debts, protecting personal assets from business liabilities.
• Exception: Board responsibility/personal liability – must manage the company with reasonable care – an obligation to act if the company is in trouble – requirements for documentation.

The owners can also be company employees, allowing them to enjoy social benefits.

Also read: How to choose the right corporate structure in Norway.

General conditions for setting up a private limited liability company

• A private limited liability company can be established by one or more individuals or entities. Founders may include natural persons and legal entities, such as private limited companies.
• To be a founder or to have a role in the company, you must be at least 18 years old.
• The minimum share capital is NOK 30 000.
• The company must have a board of directors consisting of at least one person, and at least 50 % of the board members must reside in Norway or another EEA country, such as the UK/Northern Ireland or Switzerland.

Additionally, larger companies are subject to gender diversity requirements and must have a business address in Norway. It may also have a separate postal address besides this business address.

The process of setting up a private limited company in Norway

1. Prepare the necessary documents 

The first step to starting up your company is to prepare the following documents:

• Deed of incorporation: This document contains information about the company's founders, share capital, nominal value of the shares, board of directors, articles of association, etc.
• Articles of Association: These are the company's internal rules and must, at minimum, contain information about the company's name, business purpose, share capital size, and nominal value of the shares. If you are going to have a role in the company, for instance, as a board member or the contact person, and you do not have a Norwegian national ID number or D number, you will need to apply for a D number.
• D-number application: This application requires information about the person with the specific role. You must also include an original certified copy of this person’s passport.

2. Capital requirements for a private limited company

A minimum share capital of NOK 30,000, divided into one or more shares, is required to establish an AS. This capital is typically provided in cash but may also consist of assets (known as contributions in kind). If assets are used, they must be valued by an auditor.

The founder may contribute more than NOK 30,000 for the shares, in which case the excess amount is considered a share premium. The share capital and the share premium constitute the total share contribution.

3. Open a bank account

The next step is to open a bank account to deposit the share capital. Remember, you cannot register your company until the share capital has been paid, with a bank or lawyer's confirmation. Opening a business bank account may take several weeks or even months. To help speed up the incorporation process, ask for assistance from someone who offers clients the option to temporarily deposit their share capital into our client account until the company’s own bank account is established. This service can significantly streamline the process.

 4. Register with the Brønnøysund Register Centre

The final step is to register your company with the Brønnøysund Register Centre. This can be done electronically via Altinn (an electronic portal to communicate with the public) or by paper filing by following these three steps:

1. Complete the coordinated register notification (a form with info about the registration).
2. Submit required documents: Upload/attach the deed of incorporation, the articles of association, the confirmation of the share capital, and the D number application if applicable.
3. Pay the registration fee: The fee for electronic registration is currently NOK 5,570, and for paper filing, it is NOK 6,940.

How long does it take to complete the registration?

If the registration is completed electronically through Altinn, the processing will start within ten business days. If you have also used the electronic incorporation form, processing will begin within five business days. Processing time for paper registration is longer and varies throughout the year.

Once the registration is complete, the company will receive an organization number, which is its ID number.

Start operating your private limited company

You have now completed the process of setting up your private limited company. Once you receive the organization number, you can begin operating your company. Ensure you comply with all relevant laws and regulations for your industry.  

Also read: Key steps for starting business activities in Norway.

Do you need help setting up your private limited liability company?

Navigating Norwegian regulations, managing processes, and connecting with the necessary authorities can be challenging and time-consuming. Magnus Legal has extensive expertise and experience in assisting individuals and companies with company formation, ensuring a smooth process.

We can assist with:

• Prepare documentation.
• Confirmation of share capital.
• Deposit the share capital into our client account until the company has set up its own bank account.
• Company registration with Brønnøysund Register.
• And more.