A Guide to Setting up a Norwegian Limited Liability Company (AS)

This article is an initiative of CodeIT Innovation AS, a member of the Norwegian-Ukrainian Chamber of Commerce (NUCC), as part of a collaborative effort with Økonomihuset to release practical resources and valuable articles in this domain.

Establishing a Norwegian AS (limited liability company) is straightforward, but it requires careful planning and cooperation with local investors and advisors. The “Aksjeselskap” (AS) remains the most popular structure for those looking to build a stable and credible presence in the Norwegian market.

Core Requirements

Before beginning the formal process, founders must address specific financial and leadership requirements:

• Share Capital: A legal minimum of NOK 30,000 is required.
• Operational Sufficiency: Beyond the minimum, companies must maintain sufficient capital to ensure operating funds for their specific business needs.
• Board Liability: Board members may become personally liable for the company's debts if these capital requirements are not met.
• Local Representation: At least one board member must be a Norwegian resident. It is a practical measure to ensure the company’s accountability for its obligations.

To ensure a successful launch, it is vital to follow a clear procedural path through the following three primary phases:

1. Formally deciding on the name, articles, and investors in a founding meeting (stiftelsesmøte).
2. Paying the share capital into a dedicated account.
3. Registering the company in the Norwegian Business Register.

Step 1: The Memorandum of Association

The first step in this journey is drafting the Memorandum of Association, the foundational legal document for your new entity. While this document must be in Norwegian, a side-by-side presentation with English is permissible.

Your founding documentation must include the following details to be legally compliant:

• Founder Information: Full names, addresses, and national ID or business register numbers for all founders.
• Share Structure: The number of shares each founder will purchase and the specific price per share.
• Financial Deadlines: A clear deadline for the payment of the share capital.
• Governance: Detailed information about the individuals who will constitute the board of directors.
• Formation Costs: A declaration of whether the company or the founders will cover fees for advisors and the business register.
• Articles of Association: The specific internal rules governing the company.

Step 2: Paying the Share Capital

Once the company has been formally founded, the memorandum must be brought to a bank to establish a company bank account. After the account is open, each founder must pay their designated share capital (including any share premium) into the account.

Step 3: Formal Registration

With your capital secured, the final administrative hurdle is formal registration in the Norwegian Business Register (Foretaksregisteret in Brønnøysund). This must be completed within 3 months of the founding date, or the documents will be considered void.

To complete the registration via Altinn.no, you will need to prepare and attach the following items:

• Signed Memorandum: The memorandum of association is signed by all founders and board members.
• Articles: The formal articles of association.
• Bank Confirmation: A formal confirmation from the bank verifying that the share capital has been paid in full.
• Operational Details: Declarations regarding whether the company will have an accountant, an auditor, employees, or VAT registration.

Common Complications and Pitfalls

Foreign founders should be aware of specific procedural nuances that can cause delays:

• Physical Signatures: If any board members are not Norwegian residents, the registration form must be submitted on paper and signed physically.
• Identity Verification: Non-resident identities must be confirmed by a Norwegian lawyer, accountant, auditor, bank, or notary.
• Anti-Money Laundering (AML): Bank applications may be rejected if the board member registering the account is not a Norwegian resident.

Statutory Reporting Requirements

Once established, a Norwegian AS must abide by several reporting and payment obligations. These include:

• Reporting and payment of VAT and Withholding tax.
• Reporting employers’ national contributions.
• Annual tax returns and shareholder transaction reports.
• Annual financial reports, including balance sheets and profit/loss statements.

‍

Professional Advice: To ensure your company remains compliant with all local regulatory demands, we strongly recommend partnering with a local accountant for both founding and ongoing statutory reporting.

About the Author

Nina Jahnsen

Daglig leder | Statsautorisert regnskapsfører

Økonomihuset

‍