NORWAY Law and Practice Contributed by: Harald Sætermo, LexOslo
the company’s activities, registrations, employees, industry and specific events. A private limited liability company, or AS, must keep its registered information up to date in the Norwe - gian Register of Business Enterprises. Changes to the board of directors, general manager, business address, auditor, signature rights, powers of procu - ration and other registered matters must be filed. Amendments to the articles of association must also be registered. Certain corporate events, such as share capital increases or reductions, mergers, demergers, dissolutions and liquidations, require registration before they take effect or as part of the implementa - tion process. Accounts, Shareholder and Beneficial Ownership Reporting An AS must prepare annual accounts. The annual accounts, and any directors’ report and auditor’s report where applicable, must be approved by the general meeting no later than six months after the end of the financial year and submitted to the Register of Company Accounts within one month after approval. For companies with a financial year corresponding to the calendar year, 31 July is normally the final fil - ing date for avoiding late filing penalties. Filed annual accounts are publicly available, and failure to file on time may result in late filing penalties. The company must also maintain a shareholder regis - ter. This is not the same as a public central securities register, unless the company’s shares are registered with such a system. In addition, private limited com - panies must submit an annual shareholder register statement to the Norwegian Tax Administration by 31 January each year, providing information about shareholders and relevant share transactions during the preceding year. Norwegian companies subject to the beneficial own - ership rules must identify and register their benefi - cial owners in the Norwegian Register of Beneficial Owners. The board is responsible for ensuring that the company obtains, maintains and registers correct information. Registration must generally be made within 14 days after the company is registered in a public register and within 14 days after new beneficial
owners are identified or other changes occur. Failure to comply may result in coercive fines. Tax, Employment and Other Reporting Obligations Other ongoing reporting obligations depend on the company’s activities. Companies carrying on business in Norway must generally report financial informa - tion through annual tax returns. VAT-registered busi - nesses must submit VAT returns, and companies that pay salaries must submit monthly employer reports covering salary, employer’s national insurance contri - butions and tax withholding. Certain events, such as workplace accidents, share transfers or changes to the board or articles of association, may also trigger reporting or filing obligations. Regulated businesses and certain industries may be subject to additional sector-specific reporting, filing or publication require - ments, including supplementary reporting to supervi - sory authorities. In practice, most routine filings are made electroni - cally through Altinn and the Brønnøysund Register Centre, although alternative procedures may be avail - able. Foreign owners should ensure that the company has appropriate access arrangements, procedures to identify reportable changes, and personnel or advisers familiar with Norwegian accounting, tax and corporate filing requirements. 3.4 Management Structures Norwegian private and public limited liability compa - nies do not fit neatly into either a pure one-tier or a classic two-tier board model. The structure is best described as a board-based model, with a general meeting, a board of directors and, where appointed or required, a general manager. For both private limited liability companies (AS) and public limited liability companies (ASA), the general meeting is the company’s supreme shareholder body. It elects the board of directors, unless this power lies with a corporate assembly or other special arrange - ment. It also approves the annual accounts, elects the auditor where applicable, adopts amendments to the articles of association and decides other matters reserved to the shareholders. The general meeting does not manage the company’s business.
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