Corporate Law at Norway

Corporate Law in Norway governs how businesses are established, operated, and dissolved. It is designed to provide a stable, transparent, and investor-friendly environment. Here’s a concise overview of key aspects of corporate law in Norway:

1. Legal Forms of Business Entities in Norway

Aksjeselskap (AS) – Private limited company (most common form)

Allmennaksjeselskap (ASA) – Public limited company

Enkeltpersonforetak (ENK) – Sole proprietorship

Ansvarlig selskap (ANS/DA) – Partnerships

Samvirkeforetak (SA) – Cooperatives

NUF – Norwegian branch of a foreign company

2. Company Formation and Registration

Companies must register with the Brønnøysund Register Centre.

Minimum share capital:

AS: NOK 30,000

ASA: NOK 1,000,000

Articles of Association and Board of Directors are required.

Corporate registration number is issued upon approval.

3. Corporate Governance

AS (Private Limited Company):

Requires at least one director (two if not resident in Norway/EEA).

Annual General Meetings (AGMs) are mandatory.

ASA (Public Limited Company):

Stricter governance requirements, including a corporate assembly in larger companies.

Requires at least 3 board members, with gender balance rules.

4. Taxation and Reporting

Corporate tax rate: 22% (as of 2024).

Companies must file annual financial statements and tax returns.

Audit is mandatory for larger entities or those exceeding certain thresholds.

5. Employment Law Integration

Corporate law interacts with strong Norwegian labor laws.

Employment contracts, employee rights, and collective bargaining are well-regulated.

6. Mergers, Acquisitions, and Insolvency

M&A are regulated under the Norwegian Companies Act and Competition Law.

Insolvency is handled by Norwegian Bankruptcy Act; creditors can initiate proceedings through the courts.

7. Compliance and Liability

Board members have fiduciary duties (duty of care, loyalty).

Violations of corporate duties can lead to civil and criminal liability.

8. Foreign Investment and Ownership

Norway is open to foreign investment.

No general restrictions on foreign ownership, but sector-specific rules may apply (e.g., energy, fishing).

 

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