Company Registration in Norway

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What is Company Registration in Norway?

A foreign investor or enterprise who is interested in doing business in Norway can register a branch of its foreign enterprise in Norway. To start a business in Norway there are no as such specific requirements in terms of the legal structure of the foreign business. Both businesses with limited and unlimited liability may register in Norway as Norwegian-registered foreign enterprises (NUF).

The Norwegian branch of any foreign enterprise is not a separate legal entity. It is the foreign business that is legally responsible for all the activities conducted in Norway by that branch.

If the Norwegian branch is not operating from a fixed place of business in Norway and is liable for VAT (value added tax) a Norwegian representative for your business for VAT must be registered according to the provisions of the VAT Act. This requirement to register a Norwegian representative is not applicable to companies registered in the EEA states Belgium, Bulgaria, Czech Republic, Croatia, Cyprus, Denmark, Estonia, Finland, France, Faroe Islands, Germany, Great Britain, Greenland, Greece, Hungary, Iceland, Italy, Latvia, Lithuania, Malta, Netherlands, Poland, Portugal, Romania, Slovenia, Spain and Sweden.

These countries can register their business in the Norwegian VAT register without having a VAT representative

Types of Norwegian companies

1. Public Limited Company (Allmennaksjeselskaper – ASA)

Public limited company is basically a limited company, with the liability of the members limited to the extent of their contributions to the company. The Norwegian public limited company has rules that regulate its ownership that is different from the private ones. The public limited companies in Norway are allowed to offer their stocks to the public for purchase. These companies are enlisted on a Stock Exchange in the country. The minimum capital requirement to register a public limited company is 1,000,000 NOK (Norwegian krone).

2. Private Limited Company (Aksjeselskaper - AS)

Private Limited Company in Norway is the equivalent of a stock-based company in which the owners are not liable for anything beyond the amount of their contribution to the company's stock capital. The minimum capital requirement for a Private Limited Company is 100,000 NOK. The shares of a Norwegian private limited company is required to be registered, but it cannot be offered to general public, or be freely transferred to anyone.

3. General Partnership (Ansvarligselskap - ANS)

Partnerships in Norway are regulated as per the Partnership Act of Norway and each partnership agreement. Norwegian partnerships can be established by two or more members who have the right to manage the organization and are held responsible for the gains and profits of the company, and also for the losses. All the general partners are active partners. Their liability of the partners is unlimited, the partners are held liable for the company's debts and obligations. The general partnership in Norway does not require a minimum capital to start the business.

4. Limited Partnership (Kommandittselsjap - KS)

The limited partnership in Norway can be established by two or more individuals or legal entities who may be Norwegian residents or foreigners. A limited partnership has no minimum capital requirement and it has two kinds of partners, the general partners, and limited partners. The general partners have full liability to the extent of their own personal assets and have the right and obligation to manage the company and to deal with its losses. The second category of members represents the limited partners. Limited partners only make their contribution to the capital of the company and do not interfere in with the management of the company in making any decision for the company, instead of being liable only to the extent of their contribution.

5. Sole Proprietorship (ENK)

A Norwegian sole proprietorship is a type of business that is conducted by one member who must assume full responsibility and liability to his company's debts and obligations. Instead, the sole trader can re-invest the profits of the enterprise.

Company registration procedure in Norway

1. Deposit start-up capital in a bank

The partners of the proposed company are required to deposit the minimum paid-in capital (at least NOK 30,000) in a bank. The procedure is done electronically through online platform of the bank. The account of the proposed company is blocked until the company has been registered.

2. Registration of company with the Register of Business Enterprises and filing for VAT registration

Filing of application for registration is done online. The web-based system of filing allows for electronic signature of the registration form and for the possibility to upload all attachments (i.e., copies of signed versions of the auditor statements, memorandum, and the rest) electronically.

However, it is still possible to file an application for registration physically via mail.

If the company’s turnover has exceeded NOK 50,000, VAT registration is required for the company. If VAT registration is not completed, VAT cannot be charged on goods and other items. However, in certain cases, the company is allowed to register itself for VAT before starting business operations. The company can file for VAT registration at the same time when filing for company registration.

The occupational pension plan for employees

It is mandatory in Norway for the employers to arrange for a mandatory occupational pension plan for his or her employees. Its fees vary with the benefits and level of coverage in the pension plan. The minimum contribution requirement is 2% of each employee's salary. This requirement of Pension scheme must be established within 6 months from the date on which the obligation to have an occupational pension scheme arose.

Enroll in the mandatory workers' injury insurance

Every employer in Norway must have a workers' injury insurance for his or her employees. The employer can choose the insurance company.

This insurance is required to provide coverage for work-related injuries, regardless of whether the injury is anybody's fault. The insurance is also required cover illness and injury caused by accidents at work, illnesscovered must be by the same benefits as occupational injury covered in the National Insurance Act, and other injury and illness that is caused by exposure to harmful substances or work processes.

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