Close
What are you searching for?
Close
Contact us


    News

    Norwegian business entities

    A foreigner who wants to do business in Norway has several options on how to get organized. It is possible to set up a Norwegian branch of a company registered in another country or set up a Norwegian business entity. Norwegian law recognizes a number of business entities:

    • Private limited liability company – AS
    • Public limited liability company – ASA
    • Norwegian Branch of a foreign Company – NUF
    • Sole proprietorship – ENK
    • Partnerships – ANS / DA
    • Internal partnership – IS
    • Limited partnership – KS

    1.     PRIVATE LIMITED LIABILITY COMPANY – AS

    A private limited liability company is its own legal entity and the liability of the owners is limited to the share capital invested in the company. The Limited Liability Companies Act of 1997 sets out the rules and regulations for a private limited liability company.

    The amount of share capital must be at least NOK 30 000. The company may use the share capital for investments but must ensure that it is solvent and has adequate equity. Company costs should therefore be covered by additional funds.

    The supreme authority of the company is the general assembly. The general assembly must be held every year and all shareholders have the right to attend and vote at the general assembly. It is the general assembly that elects the boards of directors. All companies must have a board of directors, and the board is responsible for the management and running of the company. The board of directors must consist of at least one person. At least 50 % of the board members must reside in Norway or another EEA country. The board of directors appoints the general manager, also referred to as CEO (chief executive officer)

    An owner of a private liability company may also be an employee with all the social benefits and rights such employment offers.

    These may be founders of a limited liability company:

    • Natural and legal persons
    • Natural persons must be aged 18. The same age limit applies to other roles in the company.
    • The natural person must have a Norwegian national ID Number or D-number. If not, a D-number has to be applied for when the papers for registering the company in the Register of Business Enterprises are filed. As a founder of a Norwegian company, or a roleholder in a legal entity, you will have the right to acquire a D-number.
    • The company must have a Norwegian business address. The business address must be the physical address, not a post box address.

    A limited liability company must be registered in the Register of Business Enterprises no later than three months after the memorandum of incorporations has been signed. See page xxx for more information on how to establish a private liability company.

    Essential features:

    • Limited personal liability
    • Flexibility and transferability of shares
    • Possibility to bring in investors / investor friendly
    • Dividends paid to shares held by a company are practically tax-free

    2.    PUBLIC LIMITED LIABILITY COMPANY – ASA

    To establish a public limited liability company in Norway the share capital must be at least NOK 1 1 000 000. A private liability company is regulated by the Public Limited Liability Companies Act of 1997. We will not look closely on public limited liability companies in this article.

    3.    NORWEGIAN BRANCH OF A FOREIGN COMPANY – NUF

    A foreign company may establish a subordinate branch in Norway, also referred to as a ‘NUF’. The board of directors in the foreign company is responsible for managing the branch in Norway. If desired, a board may be established in the Norwegian branch and a general manager appointed.

    The branch in Norway is regulated by Norwegian laws. There is no specific law for NUFs, and mostly the same rules apply to NUFs as to limited liability companies. To engage in commercial activities in Norway the Norwegian branch must be registered in the Register of Business Enterprises.

    Since the NUF is a branch of the foreign company, there is no equity requirements for the establishment of a NUF, and the foreign company is liable for all creditors of the branch office.

    An NUF must comply with the Norwegian VAT rules just like Norwegian companies. Whether an NUF must pay tax to Norway must be evaluated in each case specifically. See more on page xxx about tax.

    The NUF must have a designated contact person. This contact person does not have to be a Norwegian resident but must have a Norwegian identification number or D-number. A D-number may be obtained by applying for it along with the application for a role in the NUF to the Register of Business Enterprises.

    All foreign employees working in Norway must be registered in Norway. Employees in the NUF will generally have the same social rights as other employees in Norway.

    Essential features:

    • The responsibility for the operation in Norway is subordinate to the foreign company
    • No requirements for the type of company that may have a branch in Norway
    • No equity requirements
    • The foreign company is liable for all creditors of the NUF
    • Not investor friendly

    4.    SOLE PROPRIETORSHIP – ENK

    A sole proprietorship requires you to have a Norwegian address, be over 18 years old, alternatively 15 if you have the approval from your guardian and the County governor.

    If you are not a citizen of Norway or an EU / EEA country, you will ned to have a resident permit and a work permit in Norway to be able to register a sole proprietorship.

    As the company is owned by a natural person and run on that person’s own account and risk, this entity form gives you unlimited personal liability.

    You cannot be employed by you own company, but you may have other employees. The business profit will be regarded as taxable income and the owner may withdraw as much of the profit as he / she wants to.

    The full name of the owner must be included in the company name.

    Essential features:

    • Easy to start up and low start-up costs
    • No equity requirements
    • Few formal requirements
    • Fully controlled by the owner
    • Unlimited personal liability
    • Not investor friendly

    5.    PARTNERSHIPS – ANS / DA

    All business partnerships are regulated by the Partnership Act of 1985. A general partnership is a partnership where two or more partners have jointly or severally personal unlimited liability for the obligations of the company. A partnership is a separate legal entity with the ability to sue and be sued.

    There are two types of common partnerships in Norway:

    1) Partnerships with joint and several liability (ANS), and

    2) Partnerships with shared liability (DA).

    The difference between them lies in the name. In a joint and several liability partnership, a creditor can collect the full debt from one of the partners, while in a shared liability partnership each partner is only liable for his / her share of the liability.

    All general partnerships must have a written partnership agreement signed by all partners. For a partnership with shared liability the share for each partner must be written in the partnership agreement.

    The responsibility for debt accumulated before leaving the partnership will apply also after leaving the partnership unless discharged from liability by the creditor. A partner may also be held liable for obligations established before the partner entered into the partnership.

    Essential features:

    • No equity requirements
    • Easy to start a partnership
    • Personal liability; either unlimited or shared / proportional
    • Not investor friendly

    6.    INTERNAL PARTNERSHIP – IS

    An internal partnership (also called silent partnership) does not appear to be a partnership or act as a partnership in the public eye. The silent or sleeping partner will have no direct liability towards third party claims. The liability in the internal partnership will usually be defined by the partnership agreement. The silent partner will often have contributed capital to the partnership entitling the silent partner to a defined portion of profit and losses.

    An internal partnership is recognised as a legal entity and regulated by the Partnership Act of 1985.

    7.     LIMITED PARTNERSHIP – KS

    A limited partnership is a partnership were at least one of the partners has an unlimited personal liability for the company’s responsibilities and at least one or more of the other partners has a limited personal liability which is set to a specific amount. This company appears to the public as a partnership. The letters KS must be included in the company name.

    A limited partnership is regulated by the Partnership Act of 1985.

    8.    THE REGISTER OF BUSINESS ENTERPRISES

    All legal entities must be registered in the Register of Legal Entities (Enhetsregisteret) in Norway. This is the register that allocates organization numbers.

    The Register of Business Enterprises (Foretaksregisteret) registers Norwegian companies and branches of foreign companies that has commercial activity in Norway or on the Norwegian continental shelf. Limited liability companies (AS / ASA), branches of foreign companies (NUF) and partnerships (ANS / DA) are obliged to register. Sole proprietorships are all entitled to registrate, and mandatory if trading ready-made-goods or having more than five employees.

     Other interesting registers are:

    • The value added tax register – overview of businesses that are subject to value added tax
    • NAV AA Register – overview of most employment arrangements in Norway

    See bio

    Benedicte Krogh Grimstad
    Partner

    Contact here
    Area of expertise