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Norway company registration: an AS from abroad

Company Incorporation Guide

Norway company registration: an AS from abroad

Applicable country/region: NO - Norway

Published: Updated:
  • Written by our advisory team
  • Norway rules and requirements
  • Checked against official sources

Guide overview

The filing sequence and the decisions around it

Norway company registration comes down to forming an AS in a set order. The last step is its entry in the Register of Business Enterprises (Foretaksregisteret) at the Brønnøysund Register Centre (Brønnøysundregistrene). The founders check and settle the name, then sign the memorandum of association, which contains the articles of association. Next they pay into a bank account for the share capital and have the payment confirmed. The Coordinated Register Notification then goes in through Altinn, with the memorandum and that confirmation attached. The decisions around it are the form, who must be identified, the board and address tests, the first tax point and what follows registration.

Choosing between an AS, a NUF and an ASA

COMPANY TYPES

Choosing between an AS, a NUF and an ASA

An owner abroad can set up a new company in Norway or register the foreign business it already has. An aksjeselskap (AS), a private limited company, is a separate legal person, so its owners risk only the capital they put in. The other route is a norskregistrert utenlandsk foretak (NUF), a Norwegian-registered foreign business. A NUF is a branch of the foreign company, which stays responsible for it, and needs no equity. The allmennaksjeselskap (ASA), a public limited company, is meant for businesses in Norway with many shareholders and shares offered to the general public. Of the Norwegian forms, only the ASA can list its shares on a stock exchange.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Norway AS Basic Information

Ownership:
Consolidated Ownership
Limited Liability:
Positive
Publicly Participates In Capital Market:
Negative

Norway AS Shareholder / Director / Secretary Requirements

Requirements For Shareholders:
At least one
Requirements For Directors:
At least one
Legal Representative Not Mandatory:
Negative
Local Directors Not Mandatory:
Negative
Local Secretaries Not Mandatory:
Positive

Norway AS Registered Capital Requirement

Minimum Registered Capital Requirement:
1. Starting at 30,000 Norwegian kroner.
Capital Injection Not Required:
Negative
Capital Injection Requirement:
1. 100% of the registered capital needs to be actually paid in before the establishment of the company.

REQUIRED DOCUMENTS

Who the file is for: the register and the bank

Each role holder in a new Norwegian company, such as a board member, needs a Norwegian national identity number or a D-number for the register. A role holder with neither applies for a D-number with the filing. The notification then moves to the paper form and goes by post, with a certified copy of an identity document. Founders without a number can still file digitally if every role holder has one. A corporate shareholder's own documents serve other readers: the bank that receives the capital and any formation agent. Under the Anti-Money Laundering Act (hvitvaskingsloven), those in Norway must run customer due diligence, looking through that shareholder to the individuals who own or control it.
Who the file is for: the register and the bank

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Natural Person Shareholders & Directors's Required Documents

Passport:
Shareholder and director’s passport English notarization;
Process: NotarizationFormat: Scan Copy
Proof of Address:
Shareholder and director address proof: scanned copies of water, electricity, or gas bills or bank statements. Need to be translated into English, and the document must clearly show the name, address, and date of the shareholder/director, and should not be more than one month old.
Process: Not ApplicableFormat: Scan Copy

Legal Entity Shareholders's Required Documents

Company Bylaw:
The English translation of the company's articles of association of the holding company.
Process: Not ApplicableFormat: Scan Copy
Proof Of Registration / Business License:
English translation of the business license of the holding company + English notarization.
Process: NotarizationFormat: Scan Copy
Passport:
The legal representative of the holding company and shareholders holding more than 25% of the shares should provide a notarized English translation of their passport.
Process: NotarizationFormat: Scan Copy
Proof of Address:
Proof of address for legal entities of holding companies and shareholders with more than 25% ownership: Water, electricity, or utility bills, or scanned bank statements. These documents need to be translated into English and should clearly indicate the name, address, and date of the legal entity, which must not be more than one month old.
Process: Not ApplicableFormat: Scan Copy
Norway company registration: the board residence and address tests

REQUIREMENTS AND ESTIMATED COST

Norway company registration: the board residence and address tests

The board row is a residence test from the Limited Liability Companies Act (aksjeloven): it asks where people live. The law requires more than the row shows, as the test also covers any general manager and deputy board members. A sole director must meet it personally, and the Ministry can grant an exemption case by case. The address row means a Norwegian street address, not a PO box, though a separate mailing address is allowed. Timing is the trap when you register a company in Norway. The memorandum already names the board, and the notification must reach the Register of Business Enterprises within three months of signing. So the board must meet its test at signing, the address by filing.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Service Fee:
NOK 23,250

Requirements

Nominee Director: At least 50% of the directors need to be residents of the European Economic Area (EEA)

Norwegian company registration requires at least 50% of the company's directors to be residents of the European Economic Area (EEA). If there are no EEA residents serving as directors, nominated directors provided by TKEG Expat™ (DE) can be used.
Included: No · Solution available
Registered Address: A Norwegian address is required

To register a Norwegian company, a Norwegian address is required. If you don't have a Norwegian address, you can choose the address hosting service provided by TKEG Expat™ (DE).
Included: No · Solution availableEstimated Cost: NOK 13,000

Estimated Cost

Estimated Cost:
NOK 23,250 – 36,250
Check Eligibility And Calculate Price

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TAX

What the tax rows leave out for a new AS

Special tax regimes cover only named industries, such as petroleum or fish farming. An ordinary trading, technology or holding AS falls under the general rule. Forming the company does not register it for VAT. Registration in the VAT Register is a separate application to the Norwegian Tax Administration (Skatteetaten). It becomes due once taxable sales and withdrawals pass NOK 50,000 within any 12 months. The capital gains row also leaves out the participation exemption (fritaksmetoden). Under it, an AS pays no tax on gains or dividends from qualifying shares, except that 3% of those dividends stays taxable outside a tax group. That matters most to a holding AS.
What the tax rows leave out for a new AS

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

Corporate Income Tax (CIT)

General CIT Rate:
22 (25% of some companies in the financial sector).
CIT Return Due Date:
At the end of May of the next fiscal year (according to the oil tax system, the end of April). Other requirements may apply to specific business sectors, such as hydroelectric power.
CIT Payment Due Date:
Tax arrears must be paid within three weeks after the assessment is announced.
CIT Estimated Payment Due Date:
February 15 and April 15.

Value-Added Tax (VAT)

General VAT Rate:
25
Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:
Capital gains are constrained by the normal corporate income tax rate. Gains on shares covered by the participation exemption (skatteloven § 2-38) are tax-free, and losses on them are not deductible.

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:
21.41%
Composite Effective Marginal Tax Rate:
23.11%

Conclusion

What registration sets in motion

On registration, the Central Coordinating Register for Legal Entities (Enhetsregisteret) assigns the organisation number, and the AS can take on obligations itself. The board sets up the share register (aksjeeierbok) once the founders sign. The fee invoice arrives in the Altinn inbox. Within 14 days of registration, the AS must list its beneficial owners in the Register of Beneficial Owners, even if it has none. Missing that can bring daily coercive fines. The annual accounts go to the Register of Company Accounts (Regnskapsregisteret) by 31 July, separately from the tax return. A small AS under the statutory size limits may do without an auditor. Before the first deadline, decide who in the company handles compliance with the business registers.

About Norway
Jurisdiction Overview

About Norway

Norway is one of the world’s wealthiest nations per capita, offering a stable Nordic business environment, leadership in maritime, energy, and seafood industries, and access to the EEA single market.

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