What is Company Registration in Norway?
A foreign investor or enterprise who is interested in doing business in
Norway can register a branch of its foreign enterprise in Norway. To start a
business in Norway there are no as such specific requirements in terms of
the legal structure of the foreign business. Both businesses with limited and
unlimited liability may register in Norway as Norwegian-registered foreign
enterprises (NUF).
The Norwegian branch of any foreign enterprise is not a separate legal
entity. It is the foreign business that is legally responsible for all the
activities conducted in Norway by that branch.
If the Norwegian branch is not operating from a fixed place of business in
Norway and is liable for VAT (value added tax) a Norwegian representative
for your business for VAT must be registered according to the provisions of
the VAT Act. This requirement to register a Norwegian representative is not
applicable to companies registered in the EEA states Belgium, Bulgaria,
Czech Republic, Croatia, Cyprus, Denmark, Estonia, Finland, France,
Faroe Islands, Germany, Great Britain, Greenland, Greece, Hungary,
Iceland, Italy, Latvia, Lithuania, Malta, Netherlands, Poland, Portugal,
Romania, Slovenia, Spain and Sweden.
These countries can register their business in the Norwegian VAT register
without having a VAT representative
Types of Norwegian companies
1. Public Limited Company (Allmennaksjeselskaper – ASA)
Public limited company is basically a limited company, with the liability of
the members limited to the extent of their contributions to the company.
The Norwegian public limited company has rules that regulate its
ownership that is different from the private ones. The public limited
companies in Norway are allowed to offer their stocks to the public for
purchase. These companies are enlisted on a Stock Exchange in the
country. The minimum capital requirement to register a public limited
company is 1,000,000 NOK (Norwegian krone).
2. Private Limited Company (Aksjeselskaper - AS)
Private Limited Company in Norway is the equivalent of a stock-based
company in which the owners are not liable for anything beyond the
amount of their contribution to the company's stock capital. The minimum
capital requirement for a Private Limited Company is 100,000 NOK. The
shares of a Norwegian private limited company is required to be registered,
but it cannot be offered to general public, or be freely transferred to
anyone.
3. General Partnership (Ansvarligselskap - ANS)
Partnerships in Norway are regulated as per the Partnership Act of Norway
and each partnership agreement. Norwegian partnerships can be
established by two or more members who have the right to manage the
organization and are held responsible for the gains and profits of the
company, and also for the losses. All the general partners are active
partners. Their liability of the partners is unlimited, the partners are held
liable for the company's debts and obligations. The general partnership in
Norway does not require a minimum capital to start the business.
4. Limited Partnership (Kommandittselsjap - KS)
The limited partnership in Norway can be established by two or more
individuals or legal entities who may be Norwegian residents or foreigners.
A limited partnership has no minimum capital requirement and it has two
kinds of partners, the general partners, and limited partners. The general
partners have full liability to the extent of their own personal assets and
have the right and obligation to manage the company and to deal with its
losses. The second category of members represents the limited partners.
Limited partners only make their contribution to the capital of the company
and do not interfere in with the management of the company in making any
decision for the company, instead of being liable only to the extent of their
contribution.
5. Sole Proprietorship (ENK)
A Norwegian sole proprietorship is a type of business that is conducted by
one member who must assume full responsibility and liability to his
company's debts and obligations. Instead, the sole trader can re-invest the
profits of the enterprise.
Company registration procedure in Norway
1. Deposit start-up capital in a bank
The partners of the proposed company are required to deposit the
minimum paid-in capital (at least NOK 30,000) in a bank. The procedure is
done electronically through online platform of the bank. The account of the
proposed company is blocked until the company has been registered.
2. Registration of company with the Register of Business Enterprises and
filing for VAT registration
Filing of application for registration is done online. The web-based system
of filing allows for electronic signature of the registration form and for the
possibility to upload all attachments (i.e., copies of signed versions of the
auditor statements, memorandum, and the rest) electronically.
However, it is still possible to file an application for registration physically
via mail.
If the company’s turnover has exceeded NOK 50,000, VAT registration is
required for the company. If VAT registration is not completed, VAT cannot
be charged on goods and other items. However, in certain cases, the
company is allowed to register itself for VAT before starting business
operations. The company can file for VAT registration at the same time
when filing for company registration.
The occupational pension plan for employees
It is mandatory in Norway for the employers to arrange for a mandatory
occupational pension plan for his or her employees. Its fees vary with the
benefits and level of coverage in the pension plan. The minimum
contribution requirement is 2% of each employee's salary. This requirement
of Pension scheme must be established within 6 months from the date on
which the obligation to have an occupational pension scheme arose.
Enroll in the mandatory workers' injury insurance
Every employer in Norway must have a workers' injury insurance for his or
her employees. The employer can choose the insurance company.
This insurance is required to provide coverage for work-related injuries,
regardless of whether the injury is anybody's fault. The insurance is also
required cover illness and injury caused by accidents at work,
illnesscovered must be by the same benefits as occupational injury covered
in the National Insurance Act, and other injury and illness that is caused by
exposure to harmful substances or work processes.
