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Company Formation in Norway

Entity Type: Private Limited Liability Company


Name Details

Does the name of the company require approval by the Registry or other authorities?

The company name must be registered and approved by the Norwegian Register of Business Enterprises.

How many prospective names will you require?

Only one business name per entity is required.

Are there any restrictions or limitations on words that can be used in company names?

The company name cannot be exactly the same as an already registered company name. Further the name must contain at least 3 letters from the Norwegian alphabet and contain the word
Aksjeselskap or the abbreviation AS

The company name may not:

  • Contain names of countries, municipals or counties,
  • Be misleading,
  • Be inconsistent with law or cause offence,
  • Contain anything that is suitable to be perceived as inter alia the name of another person, an commonly known name of an organization or any other characteristics which could be confused with trademarks or other marks with legal protection.

Address Details

Does the company need to provide a registered address?

The company must provide an address of the company’s business office in Norway and, if applicable, a postal address (can be a foreign P.O. Box if the business address is in Norway, however we recommend that both addresses are in Norway).

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

The company must have its business office in a municipality in Norway. However; it is not a requirement that the business address and the postal address are the same. The postal address may be in a foreign country.

If the client has no physical location in-country, can they use your address for the purposes of registration?

As a main rule the company must have its own address (might be with a private person in Norway as co-address).

Officer Details

How many Directors are required?

According to the Norwegian Limited Liability Companies Act (the Companies Act), section 6-1, a Norwegian AS must have a Board of Directors comprising of one or more members.

If a corporate assembly has been established in the company, the Board of Directors shall be comprised of at least five members.

Are any other officers required (i.e. Secretary)?

No. The company may choose whether to appoint a General Manager or not.

If the company shall have several general managers, or if the board or corporate assembly is to decide if the company shall have several general managers, this must be stated in the articles of association. In such case it shall be stated whether several general managers shall operate as a collective organ.

A contact person must be registered in the Norwegian Company Register if the company chooses not to appoint a General Manager.

What personal details will you need for each officer?

  • The name (in full)
  • Present address (home address)
  • The personal identification number/D-number in Norway (11 digits).

Is there a requirement for any in country resident directors?

According to the Companies Act, section 6-11 (1), at least half of the Board of Directors and the General Manager must reside in Norway. This does not apply for citizens of EAA-states, who are also resided in such a state.

Do you need proof of address or Identity for officers? If YES, in what format?

If the officer is a Norwegian citizen, there is no requirement for proof of address or identity.

However; a foreign board member or General Manager without a Norwegian ID-number must apply for a D-number in Norway. In this connection, we need:

A copy of the passport, certified by either a Nordic police authority, a Norwegian public authority, a Norwegian lawyer, a Norwegian auditor/accountant or notarized by a foreign unit with such competence.

Shareholders

How many shareholders are required?

There must be minimum one shareholder.

Are there any restrictions on who can be a shareholder?

No, there are no such restrictions. Acquisition of shares is however, conditioned by consent from the Board, unless it is stated in the company’s articles of association that such consent is not required.

What information will you require about shareholder?

  • The name (in full)/business name
  • Date of birth/organisation number
  • Present address

Will you require proof of address or ID from the shareholders?

If Haavind shall assist with the incorporation, we will require proof of identification of the shareholder(s). The Norwegian Register of Business

Enterprises requires no proof of address or ID.

Share Capital

Will the company need to specify a maximum number of shares that can be issued?

No, a limited liability company does not have to specify a maximum number of shares that can be issued in the company in general. However, if the company shall e.g. increase its share capital the resolution must state the amount of the share capital increase (or an upper and lower limit for the increase) and the shares’ par value.

Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.

No stamp duty on share capital in Norway.

Other Details

Do you require any further information about the company or its office

According to the Companies Act section 7-6, the General Meeting may by 2/3-majority resolve to grant the Board of Directors authority to decide that the company’s financial statements shall not be audited in accordance with the Auditors Act. Such decision may be resolved if;

  • Operating income of the business is jointly less than MNOK 5,
  • The company’s balance sheet amount is less than MNOK 20,
  • Average number of employees does not exceed ten full-time equivalent.

On the basis of this, we need information on whether the conditions set out above are fulfilled.

Timescale

How long will it take to complete incorporation

When all essential information is provided and sent to the Norwegian Register of Business Enterprises, the incorporation will be completed within approximately 1-3 weeks. The process depends on the D-number applications (1-2 weeks).

Is there any way to expedite the incorporation for an extra fee?

The incorporation may be expedited by sending a petition of express treatment. This requires an objective reason. Not in any case may the incorporation be expedited for an extra fee.

Procedure

The corporate documents needed for the incorporation must be prepared, such as;

  • Memorandum of incorporation
  • Opening balance (only required if share contribution will be made by other assets than money, if the company shall become party to an agreement, or if anyone shall be given particular rights as mentioned in § 2-4).
  • Articles of association

An auditor must give a statement concerning the opening balance (only if such balance is required, cf. above).

The share capital must be transferred from the incorporator to the company’s bank account

An auditor or a financial institution must confirm that the share capital is transferred to the company (provided that the contribution is made in money (not contribution in kind))

A register form with all necessary information concerning the company is to be sent to the Norwegian Register of Business Enterprises.


Latest version updated 3rd May 2018

Country Breakdown

5.233

Million

Population

kr

Norwegian Krone

Currency

$ 370.6

Billion

GDP

385,203

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