Doing business in Norway

The main principle is full freedom of establishment for businesses in Norway. Norway is a member of the European Economic Area (EEA) and through the EEA agreement has to comply with the regulation from EU relating to the four freedoms, which includes freedom of establishment. You do not have to reside in Norway in order to set up a business here. However, you need to have a Norwegian D-number and a Norwegian business address.

If you do not have employees, or do not reside in Norway, you must have a Norwegian representative who is liable for the payment of direct and indirect taxes.

If no economic activity is being conducted, the contact person may reside abroad.

If you come from a country outside the EU/EEA, a special residence permit is required if you wish to set up business as self-employed in Norway.

The most common types of company when establishing a business in Norway are a private limited liability company (AS), a foreign branch (filial), and public limited liability company (ASA). The private and public limited companies are separate legal entities and the liability of the shareholders of the company is limited to the capital originally invested. The shareholders are therefore not responsible for the legal obligations of the company.

The private limited company is designed for small and medium sized business. This type of company can be opened by at least one founder and the major decisions in it (such as appointing the executive bodies, the increase or decrease of the capital, the modification of the articles of association) are taken by the general meeting of the shareholders. The capital of such business is divided into shares and the decision to transfer these shares can be taken only by the majority of the votes of the members. The minimum share capital required for this type of company is NOK 30 000, and the company cannot be registered until all the shares have been paid and all of the shares must have the same value. However, a company could decide to issue different classes of shares.

You have to decide whether to engage an accountant and/or auditor. There is no formal requirement to have an accountant, even if there is an accounting obligation, but in some cases there is a requirement to have an auditor.
If you want to hire employees, the Norwegian Working Environment Act contains certain provisions that the employer need to comply with. There must be a written employment contract, which contains certain minimum information. The employees should be enrolled in the mandatory workers’ injury insurance and it should be arranged for mandatory occupational pension plan for employees.

The incorporation procedure in Norway is quite simple. The founders must open a bank account and deposit the company’s capital. The bank will issue a deed of deposit and the balance sheet must be examined by an outside auditor, even if the company is not required to have an auditor. This auditor will issue a statement confirming the opening balance and the company’s acceptance of the auditor appointment. No later than 3 months after the memorandum of incorporation has been signed, registration needs to be completed with the Register of Business Enterprises.

Contact: Hanne S. Torkelsen, ht@lynxlaw.no, or Sverre Lilleng, sl@lynxlaw.no

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