Starting a business in Norway – registration and incorporation
In this guide you can get a brief overview on how to register and incorporate a business in Norway, including key legal requirements of incorporation, share capital requirements and rules of registration.
Introduction
Foreign companies that carry out commercial activity in Norway or on the Norwegian continental shelf are required to register in the Norwegian Register of Business Enterprises (Nw. “Foretaksregisteret”, “NRBE”). Upon registration, those companies are ordinarily also registered in the Central Coordinating Register for Legal Entities (Nw. “Enhetsregisteret“) and assigned a Norwegian organisation number.
Enterprises without commercial activity in Norway that nonetheless require a Norwegian organisation number, e.g. because they are registered as employers, may register voluntarily in the Central Coordinating Register for Legal Entities.
Norway operates a largely digital registration regime, and foreign investors can generally complete the incorporation process remotely. A private limited liability company (“AS”) may be incorporated by one or more investors, individuals or legal entities, regardless of nationality or domicile.
Minimum costs of formation
The principal formation costs are professional adviser’s fees. Said fees are variable, depending on the complexity of the incorporation and whether the share capital is to be contributed in cash or in kind. Additional costs may arise for founding documents, bank account opening and ancillary regulatory registrations.
Filing obligation and pre-registration liability
Companies with a mandatory registration obligation must submit their application for first-time registration to the NRBE before commencing any business activity. As a general rule, an AS cannot freely acquire rights or incur obligations vis-à-vis third parties before it is registered in NRBE.
For public limited liability companies (Nw. “allmennaksjeselskap”, “ASA”) the law provides that, before registration, the company may only incur obligations arising from the incorporation documents or by operation of law. Transactions entered into on behalf of an unregistered ASA should be kept to a minimum.
Three-month notification deadline
Any AS, ASA or co-operative (Nw. “samvirkeforetak”) must be notified to the NRBE within three months of the date on which the founders sign the memorandum of association (Nw. “stiftelsesdokument”). Failure to meet this deadline may require the incorporation process to be restarted.
Statutory processing times
The NRBE is subject to the following statutory processing periods for first-time registrations:
- Five working days: where the company is incorporated electronically using the standard template approved by NRBE.
- Ten working days: for all other first-time registrations.
If these periods cannot be met, NRBE must notify the applicant.
D-number applications and certificate of incorporation
Where one or more founders or board members is a foreign national without a Norwegian national identity number, a D-number application must be submitted in conjunction with the registration application and the overall process may then take up to four weeks. Upon successful registration, NRBE will issue a certificate of incorporation (Nw. “firmaattest“) confirming the company’s registration as a separate legal entity with its own organisation number.
Step-by-step guide to incorporating an AS in Norway
The company name must be unique and include the corporate identifier “AS”. The registered office address must be a Norwegian address.
The following founding documents must be prepared and signed by all founders:
(a) Memorandum of association
Must contain the following:
- The full name or company name, address and personal identity number or registration number of each founder,
- The number of shares to be subscribed by each founder,
- The subscription price payable for each share, including the nominal value and any share premium,
- The agreed time for settlement of the subscription price,
- The names and number of the board members and, if applicable, the company’s officers,
- The name of the company’s auditor, where the annual accounts are subject to statutory audit
- Whether the company is to bear the costs of formation,
- Whether any share capital is to be contributed in kind, and whether any special rights are to be granted at formation.
(b) Articles of Association (Nw. “vedtekter”)
Must contain the following:
- The name and business objective (Nw. “formål”) of the company,
- The municipality of the company’s registered office,
- The total issued share capital,
- The nominal value of each share.
The minimum share capital for an AS is NOK 30 000,-. The full amount of the share capital must be paid into a bank account opened in the name of the company or, where the company is in the process of incorporation into a designated account before registration.
The application for first-time registration must be submitted to NRBE via the Altinn portal.
Depending on the company’s business activities, additional registrations may be required, including:
- VAT registration: mandatory once the company’s taxable turnover exceeds the applicable threshold within a twelve-month period
- Employer registration: required before the company takes on any employees
- Other regulatory permits or licences
Alternative: SPV or shelf company
Please see for more information on the process involved in acquiring an SPV and/or a shelf company pursuant to Norwegian law.
Bank account
Norwegian law requires every Norwegian company to hold a Norwegian bank account and when opening one, banks will typically require the following:
- A certificate of incorporation or, for companies in the process of incorporation, the signed memorandum of association and articles of association
- Identification details for all shareholders holding more than 25% of the shares or voting rights (including full name, address, and national identity number or foreign equivalent)
- Key financial figures and a brief description of the company’s planned business activities
- Identity documents for authorised signatories and beneficial owners in compliance with the bank’s know-your-customer (“KYC”) and anti-money laundering (“AML”) obligations
Norwegian banks’ KYC and AML procedures can be time-consuming, particularly for foreign-owned companies, and it is advisable to initiate this process as early as possible.
Next Steps
We regularly assist foreign investors with all legal steps to register and operate businesses in Norway, including incorporation of Norwegian companies, opening bank accounts, hiring employees, tax registration, intellectual property registration, GDPR compliance and contract negotiations.
Please contact us today for an informal discussion on how we can assist you in getting started.
