Company Formation Norway
Updated on Thursday 27th May 2021
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Although Norway is a very small country that is located in the Northern part of Europe, it has a highly developed economy with few economic sectors that can offer multiple investment opportunities – and this is why foreign investors are interested in this market when they want to register a company in a foreign jurisdiction.
Those who are interested in company formation in Norway must know that the company registration regulations are very flexible and welcoming to foreign investors – for instance, foreigners can become the shareholders or the directors of a Norwegian company regardless of their nationality or residence. The lack of residency or nationality requirements is also very common in locations where offshore company formation is recognized under the local law.
Norwegian companies must also have a board of directors formed by three members or by two members and a deputy board member. At least one half of the members of the board of directors must be Norwegian residents or citizens. Companies in Norway must hold a local registered office.
For more details on the characteristics of a local company, as well as on extensive information on how to open a company in Norway, please address to our team of consultants, who can advise you on all the formalities of the procedure and can offer legal representation throughout any stage of the incorporation process.
Steps for company incorporation in Norway
The first step when registering a Norwegian company is to choose three company names, submit them with the Brønnøysund Register Centre and reserve the most appropriate one depending on its availability. The next step will be to provide identification documents such as: passport copies, identification cards or driver license and a recent utility bill or a bank statement as proof of residential address.
These documents must also be submitted when opening the share capital bank account, along with other application forms or documents requested by the bank. Foreign investors are also required to apply for a D-number with the Brønnøysund Register Centre, as D-numbers are required for foreign investors that have to deal with the Norwegian authorities.
The D-number is issued by the Office of the National Registrar. The D-number applications will be submitted with the Population Register in Norway along with the notarized copies of the passports. After obtaining the D-number, investors can start preparing the documents for the registration of the company and open the share capital bank account. Once the share capital has been deposited, an auditor will issue a certification stating the money has been blocked. The certificate will be appended to the company’s registration file.
One of the key features of incorporating a company in Norway is that no presentation in front of a notary public is needed in order to submit the registration documentation. The final step will be submitting the registration file containing all required documents with the Brønnøysund Register Centre and receive the company’s registration number. Our team of agents provides company formation in Norway. Our assistance includes:
- drawing up the articles of association of a company in Norway;
- drawing up documents for company incorporation in Norway - specimen signatures, identification papers copies, application form required by the Norwegian Company Registration Office;
- providing a registered office in Norway on demand - the registered office serves as headquarters for the company in Norway and it will be made public;
- setting up a bank account for the company in Norway - BridgeWest will help in setting up the share capital bank account, as well as a current bank account once the company is incorporated;
- recommending a Norwegian accountant, as accounting services are needed for new businesses in Norway.
Types of companies in Norway
The limited liability company in Norway (Aksjeloven, AS) - the Norwegian limited liability company must have at least one shareholder, a general assembly and a management board. It is necessary for this company type to have a registered office; its founders must deposit during the process of company formation in Norway a capital of NOK 30,000. The shareholders of a Norwegian AS will be held liable for the company’s debts and obligations to the extent of their share contributions.
Please know that in numerous cases the requirement to submit a share capital is not imposed; this can happen in most of the European jurisdictions, where the capital for a limited liability company is not necessary; the same can apply for those interested in offshore company setup, as the company types that can be registered in such jurisdictions are usually exempt from capital requirements.
As we said above, there aren’t any restrictions with regards to the nationality or the residency of the directors of the Norwegian company, as foreigners can be appointed as directors of a company; however, one must know that the directors’ board can’t be made only from foreign directors.
Thus, in a limited liability company, as least one of the directors must have Norwegian residency/nationality, and the other director (as the legal requirement for this company type states that the legal entity should have minimum two directors) can be a foreign national who is not a resident in Norway.
The limited liability company can also be incorporated by a shareholder who is a corporate entity; this company type can be selected for almost all types of economic activities that can be developed here, including for import-export operations. The limited liability company is a common way to start a business here, as well as a suitable vehicle for offshore company setup.
The joint stock company in Norway (Allmennaksjeselskap, A.S.A.) - the Norwegian joint stock company requires a minimum share capital of NOK 1,000,000 (approximately EUR 125,000). It requires minimum one shareholder, a management board and a registered office. The shareholders will be held liable to the extent of their participation for the company’s debts and obligations.
This company type must have a director’s board with at least 3 directors, out of which two of them have to be Norwegian residents. During the process of company formation in Norway, the company’s founders are required to appoint an auditor for the newly founded legal entity.
According to the law in Norway, in the case in which the company hires more than 30 employees, one of the directors has to be nominated by the employees. In the situations in which the company hires more than 50 persons, the directors board must have both men and women in its structure.
Just like in the case of a limited liability company, the joint stock company can be incorporated by a single shareholder, who can be a natural person or another legal entity. For extensive information on how to register this company type, we invite you to address to our team of specialists in company formation in Norway.
The Norwegian branch, subsidiary or representative office - foreign companies are allowed to set up separate enterprises from the parent company, where the foreign company will be a shareholder in a Norwegian company. Foreign companies can also open extensions of the parent company in Norway.
Taxation in Norway
The corporate tax in Norway is charged at a standard rate of 22%. The value added tax (VAT) in Norway is 25%, but a reduced rate of 15% applies to foodstuff. The dividend tax in Norway is also charged, unless double taxation treaties apply. The tax law also imposes the withholding tax on interests and royalties. Our team of consultants in company registration in Norway will present below the current taxes that one can expect to pay when starting a business activity in this country:
- those who want to open a company in Norway through a branch office will also be charged with the corporate tax, which is also charged at the standard rate of 22%;
- the withholding tax on dividends franked (which have a tax credit associated with them) are charged at the standard rate of 3%, but must know that the dividends paid by Norwegian based company to Norwegian shareholders are not charged;
- unfranked dividends in Norway are charged at the standard rate of 31.68%;
- the withholding tax on interests and royalties (that are obtained from intellectual property activities) are charged with a tax rate of 22%;
- please mind that Norway also applies a reduced VAT rate of 12%, charged for activities related to transportation, accommodation and leisure activities.
In Norway, the personal taxation system follows a progressive system, in which a lower income level is charged at lower tax rates, while persons with a higher income will be charged at higher rates on their income. You can learn more on the tax system applicable here on the website of the Norwegian Tax Administration.
BridgeWest is also able to offer ready-made Norwegian companies and VAT registration. Please contact us for more information regarding how to open a company in Norway and prices; our team can also help obtain various business permits and licenses for your company. Our team can help open a corporate bank account in Norway and you can also receive in-depth information on how to open an offshore bank account.