A. COMPLIANCE FOR INCORPORATION
Which form of corporation you choose is of great importance in relation to liability, risk, tax, rights and duties. For the purpose of this proposal, we have assumed that you would like to establish a presence in Norway through either a private limited company (AS) or a Norwegian branch of a foreign company (NUF). However, we can assist in devising the best possible option for your business and/or establish those structures already elected for you.
Some preparatory steps to ensure legal compliance for incorporation have been roughly outlined below. We emphasize that the list is not exhaustive and is only meant to give you a general idea of the work at hand.
Registering a private limited company (AS):
- A private limited company must have a Norwegian physical business address (not postbox) • The name of the company must include the form of incorporation ‘aksjeselskap’ or the abbreviation ‘AS’.
- To found the company, prepare, date and sign a memorandum of association and articles of association.
- Ask the bank to set up a share capital account. Obtain minimum share capital of NOK 30,000. Pay in the share capital and ask for confirmation of receipt from the bank.
- Fill out applications for D numbers for each person who is to have a role in the business, and who does not already have a Norwegian D number.
- Register your company in the Register of Business Enterprises not later than three months after the company is founded. Companies cannot normally take on obligations until they have been registered. Registering a Norwegian branch of a foreign company (NUF):
- Register the Norwegian branch of the foreign company by completing and signing ‘Paper form for Norwegian-registered foreign company (NUF)’. NUFs cannot be registered electronically.
- Enclose the certificate of registration from the official registration authority in the home country and other obligatory enclosures.
- Anyone who is to perform a role in an NUF who does not already have a Norwegian national ID number or D number must also complete an application for a D number.
- Send the forms and enclosures (English will be accepted) to the postal address stated on the form.
- You will be notified once the registration process is complete. Upon registration, the branch (NUF) will be assigned an organization number.
B. POST INCORPORATION REGISTRATIONS
Once the company is incorporated, certain registrations are required. Listed below are the most common post-incorporation registrations required. Depending on the form of corporation, there could be variations and/or more required registrations.
- The Register of Business Enterprises, a register responsible for registering Norwegian and foreign enterprises which operate commercially in Norway or on the Norwegian continental shelf. Registration in the Register of Business Enterprises affords protection for the enterprise’s name.
- The Register of Legal Entities, which allocates organisation numbers.
- NAV AA-register, the Register of Employers and Employees, in respect of reporting who is employed.
- The Value Added Tax Register (VAT), if you carry out an assignment where the turnover in Norway exceeds NOK 50,000 over a twelve-month period.
- All private limited companies must submit a shareholder register statement to the Norwegian Tax Administration’s Shareholder Register.
Depending on the exact nature of the business, more registrations may be required, e.g. enterprises whose object is to hire out labour, or if you provide cleaning services. Furthermore, in certain industries, you must have a permit to run your own business, e.g. the catering/ restaurant sector.