NORWAY Law and Practice Contributed by: Harald Sætermo, LexOslo
sensitive state interests, access to evidence and the intensity of review may be affected by ordinary pro - cedural rules on protected information. 3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity The most common corporate vehicle in Norway is the private limited liability company, or aksjeselskap (AS). An AS is a separate legal entity, and the sharehold - ers’ liability is limited to their contribution to the share capital. The minimum share capital is NOK30,000, which makes the AS accessible and flexible for most commercial purposes. An AS may be established by one or more sharehold - ers. Its main corporate bodies are the general meet - ing and the board of directors. The general meeting exercises shareholder authority, while the board is responsible for the management and supervision of the company. A general manager may be appointed and is common in operating companies. The AS is the standard form for Norwegian subsidiaries of foreign groups, holding companies, greenfield projects, pri - vate M&A transactions and many joint ventures. A public limited liability company, or allmennaksje- selskap (ASA), is also a separate legal entity with lim - ited shareholder liability, but is subject to more exten - sive governance and capital rules. The minimum share capital is NOK1 million. A Norwegian company whose shares are admitted to listing on a regulated market in Norway must be organised as an ASA. It is therefore normally used for listed companies, companies pre - paring for an IPO, or businesses requiring access to the public equity capital markets. For ordinary private investments, an ASA is usually unnecessary. Foreign companies may also operate in Norway through a Norwegian branch of a foreign enterprise, commonly referred to as an NUF. An NUF is not a separate legal entity from the foreign company. The foreign company remains liable for the branch’s obli - gations, and the branch is registered in Norway to obtain a Norwegian organisation number and conduct business. Foreign companies carrying on commercial activity in Norway are generally required to register
in the Register of Business Enterprises, and there is no Norwegian equity requirement for establishing an NUF. An NUF may be suitable for temporary activity, early-stage market entry or projects where the inves - tor does not wish to incorporate a Norwegian subsidi - ary, but it is less commonly used for acquisitions or substantial local operations. Norwegian law also recognises partnerships. A gen - eral partnership, ansvarlig selskap (ANS), involves unlimited joint and several liability for the partners. In a partnership with divided liability, selskap med delt ansvar (DA), each partner has unlimited pro rata liabil - ity for an agreed share of the obligations. A limited partnership, kommandittselskap (KS), has at least one general partner with unlimited liability and one or more limited partners whose liability is limited to their com - mitted contribution. KS structures are specialised and may be used in investment, shipping, real estate or project structures where tax, accounting or investor allocation considerations make a partnership vehicle appropriate. For most foreign investors, the practical choice is between incorporating an AS and registering an NUF. The AS is normally preferred where the investor intends to conduct continuing business in Norway, employ personnel, hold assets, enter into local con - tracts or acquire a Norwegian target. 3.2 Incorporation Process Procedure The incorporation process in Norway is relatively straightforward and largely digital. For most foreign investors, the relevant vehicle will be a private limited liability company, or AS. An AS may be founded by one or more individuals or legal entities. The company must have a Norwe - gian business address. The main steps are to choose a company name, prepare and sign the incorpora - tion document, including the articles of associa - tion, appoint the board of directors, and subscribe for the shares. An AS must have share capital of at least NOK30,000. The share capital must be fully paid before the company is registered.
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