Starting a Business in Norway – special purpose vehicle (“SPV”) or shelf company
In this guide, you’ll learn the difference between incorporating a new company in Norway and acquiring an SPV or shelf company, including the key legal considerations, share transfer process, due diligence requirements, and post-acquisition registrations involved.
Introduction
Incorporating a new Norwegian private limited liability company (“AS”) is the most common route to market for foreign investors, but it is not the only one. In certain circumstances, purchasing an existing company in the form of a SPV or a shelf company may offer a faster and more commercially efficient alternative.
This simplified guide sets out some key considerations for foreign investors considering acquisitions of SPVs and/or shelf companies in Norway.
What is an SPV?
An SPV is a company incorporated for a defined and limited purpose, typically to ring-fence a specific asset, transaction or liability from the broader group. In Norwegian corporate practice, an SPV is most commonly structured as an AS, and is characterised by the following:
- It is a separate legal entity with its own organisation number and limited liability.
- It typically has no employees, no independent administration and conducts no commercial activity of its own: it exists solely to hold an asset or fulfil a specific function.
- It is 100% owned by a parent company or holding structure, which retains full control.
This structure is widely used across Norwegian industry, including real estate, oil and gas, shipping and project finance.
What is a shelf company?
A shelf company is a fully incorporated AS that has been registered in the Norwegian Register of Business Enterprises (Nw. “Foretaksregisteret”, “NRBE”) but has never traded. It has been incorporated, assigned an organisation number and placed “on the shelf” and is ready for immediate use by a purchaser.
The key commercial advantage of a shelf company over a fresh incorporation is speed, because the company already exists as a registered legal entity, a purchaser can begin operating under an established Norwegian company immediately upon completion of the share transfer, without waiting for the statutory processing time of five to ten working days that applies to first-time registrations.
Key considerations
1. Separate legal entity and limited liability
Both an SPV and a shelf company structured as an AS are separate legal entities under the Norwegian Private Limited Liability Companies Act (Nw “aksjeloven”).
2. Minimum share capital
The minimum share capital for an AS is NOK 30 000,- paid up in full prior to registration. When acquiring a shelf company or SPV, the purchaser should confirm that the share capital has been duly paid and that the company’s equity position meets its ongoing statutory requirements.
3. Transfer of shares
The acquisition of an SPV or shelf company is done by way of a share transfer. The purchaser acquires the existing shares in the company rather than its underlying assets. The transfer must comply with any consent requirements or pre-emption rights set out in the company’s articles of association (Nw “vedtekter”) and any shareholders’ agreement in place.
4. Due diligence
Unlike a fresh incorporation, the acquisition of an existing company carries some inherited legal risk, since the purchaser acquires the company together with all of its historic obligations, liabilities and tax positions. The risk is limited in a company that has never traded, but your advisors will consider whether it is appropriate to conduct a simplified legal and tax due diligence prior to completion. This assessment will be on a case-by-case basis.
5. Post-acquisition registrations
Following the share transfer, a number of practical steps will typically be required, including:
- Updating the NRBE to reflect the new ownership and board composition.
- Updating the company’s bank mandate and signatory authority.
- Registering for VAT (mandatory once taxable turnover exceeds the applicable threshold within a twelve-month period) and as an employer, where applicable.
- Filing a notification with the NRBE of any changes to the articles of association.
Next Steps
At Brækhus, we assist clients across the full lifecycle of an SPV or shelf company acquisition — from identifying a suitable vehicle and conducting legal due diligence, to negotiating and drafting the share purchase agreement, managing post-completion registrations and providing ongoing corporate governance support.
Our team has deep expertise in Norwegian corporate law and regularly advises foreign investors, international groups and financial institutions on Norwegian corporate structures, including SPV acquisitions in the real estate and technology sectors.
If you are considering purchasing an SPV or shelf company as an alternative to incorporating a new AS, we would be pleased to discuss your specific business needs and advise on the most appropriate structure.
Contact us today for an informal discussion.
