How to open a company in Norway
In order to
incorporate a company in Norway the investors must draft the
articles of association and other documents such as specimen signatures, special forms or passport copies of the persons interested to
open a company in this country.
Our specialists in company formation in Norway can assist in drafting
the articles of association and other
incorporation documents for any
new business and can advise investors on the
registration requirements.
Types of business entities in Norway
Foreign investors interested in
opening companies in Norway, should become familiar with the legal entities available for
incorporation in the country.
Our company registration experts in Norway can assist with advice on the
main legal entities a foreing investor can open in the country. The
most popular business form, generally registered by
small and medium businesses, is the
private limited liability company (Aksjeloven). The
incorporation of an A.S requires a
minimum share capital of
NOK 30,000 (approximately EUR 4,000).
This type of
Norwegian company can be opened by
at least one founder and the major decisions in it (such as appointing the executive bodies, the increase or decrease of the capital, the modifications brought to the statutory documents) are taken by the
general meeting of the
shareholders. The
capital of such business is
divided into shares and the decision to transfer these shares can be taken only by the majority of the votes of the members.
A Norwegian joint stock company (Allmennaksjeselskap - A.S.A) is designated for larger businesses, and the required capital, divided into shares, cannot be less than NOK 1,000,000 (approximately EUR 125,000). The capital of the A.S.A is divided into stocks which can be transferable to the public and it may also be registered with the stock market. The registration with the stock market is important because it is a modality of increasing the share capital. The major decisions are also taken by the general meeting of the shareholders while the daily decisions are taken by the members of the management board.
A
business form in which the
liability of the members is unlimited is the
Norwegian partnership, which can be registered as
general or limited. A
Norwegian general partnership is formed by
equal partners who can split the profits and are
fully liable for the entity’s actions, while a
Norwegian limited partnership is formed by a
general partner and
at least one silent partner. The
silent partner is bringing a contribution to the
entity’s capital and it has a
limited liability to the extent of his contribution while the
general partner has full liability in the
partnership (even with his own assets).
Businessmen interested in starting a company in another European jurisdiction, for example in Romania, can receive help from our Romanian partners. Visit their website for more details:
http://www.infiintare-firma.ro/.
What are the main characteristics of a private limited company in Norway?
As mentioned above, this
business form is of high importance to
small and medium sized companies operating on the
Norwegian market, but is also the main type of legal entity that is employed when operating through a
subsidiary in Norway. When setting up this
business form, it is necessary to
appoint at least two directors and one of them has to be a
Norwegian resident. The aformentioned
director can also be resident in one of the member states of the
European Economic Area. Besides these characteristics, the
private limited company in Norway is also represented by the following:
-
• limited liability for the company’s founders – the shareholders have the advantages of a limited liability for any corporate debt, in the amount of the capital they have contributed with;
-
• right of being an employee – the company’s representatives can hire themselves as employees of the company, which will give them the social benefits and rights available for regular employees;
-
• separate legal personality – the business form is considered a different legal entity than the investors, which is not applicable to all Norwegian legal entities (the sole trader, for example);
-
• investor friendly – the business form offers the same regulations that are applied to Norwegian businessmen.
What are the main taxes applicable to a Norwegian limited liability company?
Since the company is created to perform commercial activities, it will be liable for taxation in Norway. At the level of 2018, the profits derived from a limited liability company are taxed at a rate of 23% and it is calculated for the profits of an income year (the corporate tax was reduced from a rate of 24%). The tax has to be paid in the following year, in two filing sessions.
This
business form may also
conclude dividend payments in which case the
company will be
liable to taxation. In
2018, the
tax applicable to
natural persons acting as shareholders is imposed at a
rate of 30,59%, while the same procedure, applied to
corporate shareholders, is generally
exempted from taxation. Another
tax applicable to this
legal entity is the
value added tax (VAT). Depending on the
company’s activities, the
business form can benefit from
lower VAT rates or even exemptions on this
tax, as certain products and services are included in special categories of
VAT.
What are the main corporate taxes applicable in Norway?
Although the corporate tax is generally imposed at the rate of 23%, it is important to know that certain businesses that are related to financial activities can be liable to a higher corporate tax, imposed at the rate of 25%. Norway also applies the following taxes:
-
• social security – a tax imposed on the salaries of the company’s employees, which can vary between 0% to 14.1%, depending on the region in which the business operates;
-
• real estate property tax – companies occupying real estate properties in Norway are required to pay a property tax which ranges between 0,2% - 0,7%, with the mention that certain Norwegian regions do not apply this tax;
-
• taxation of dividends – the taxation is concluded depending on the residency of the company; if the company is Norwegian based or a business from the European Economic Area (EEA) and it transfers dividends to a local company, the dividends are 97% exempted from taxation;
-
• companies are also liable to paying the capital gains tax, the stamp duty, the petroleum revenue tax and the tonnage tax.
Incorporation procedure in Norway
The specific of the
Norwegian company formation procedure is that it is performed through the
Brønnøysund Register Centre. In the beginning of the process of
company formation in Norway, the
founders must
open a bank account and
deposit the company’s capital. The
bank will issue a
deed of deposit and the
balance sheet must be examined by an
outside auditor. This
auditor will issue a statement confirming the
opening balance and the
company's acceptance of the auditor appointment.
The documents necessary for registration in the Norwegian Register of Business Enterprises can be deposited online through the web based filling system, in person or through post. The VAT registration form can be submitted at the same time as filing for company registration and it is necessary when the annual turnover will exceed NOK 50,000.
Important aspects to know when opening a company in Norway
As a general rule, the procedure of company registration in Norway takes between 5 to 7 weeks, depending on the business form chosen for registration. As mentioned in this article, the company has to establish a corporate bank account for the newly founded business, a procedure which can take approximately 4 weeks.
Legal entities registered in this country can be established with
100% foreign ownership and the investors are
not required to travel into Norway for the
registration procedure of their business. Also, foreign investors can freely enter
import-export activities in this country and they can easily
rent an office space in one of the
Norwegian regions.
How to invest in Norway as a foreign businessman
Foreign businessmen who intent to start a company in Norway or to invest in a local business can obtain a Business Visa. This visa can only be obtained if certain legal requirements are met, one of them being the minimum investment that will be performed by the foreign businessman in this country, which is set up at EUR 100,000 (this being the minimum threshold, but the entrepreneurs may also invest a larger sum of money).
In order to obtain this type of
visa, the investors will need to be the owners of one of the
permits that are issued for this purpose, in this case, the
C visa, the D visa or the Residence Permit. However, it is necessary to know that the
issuance of the visa is limited to
investments in several economic sectors, such as
shipping, oil and gas, IT data centers, seafood industry or the green energy sector.
This document allows
foreigners to live in Norway and
apply for permanent residency, which can only be granted by the local authorities if the person has been living in this country for
minimum 3 years. Foreign businessmen may also apply for the
Norwegian citizenship after
7 years of continuously living in Norway.
For specialised legal assistance in Norway, we collaborate with a
reputable law firm in Norway that can help foreign investors in several commercial matters.
Economy overview in Norway
With high standards of living due to the stocks of natural resources (especially on petroleum, forests and minerals) compared to the size of population, Norway is considered one of the most powerful countries in the world. Norway is placed in the top of the major exporters of oil, natural gas and fish. It’s also known as a great maritime power (bordering the North Atlantic Ocean and the Barents Sea) and a big hydropower producer.
Even though it has decided not to be an EU member,
Norway has access to the
European Internal Market by signing the
EEU (European Economic Union) treaties. With
flexible commercial laws for those willing to
open a company in Norway and only a few steps that need to be fulfilled before
starting a new business, this jurisdiction is considered one of the most suitable destinations for foreign investors.
For complete assistance during the
company incorporation procedure in the country, please feel free to
contact our team of
company registration experts in Norway. In case you want to know the amount you have to
pay as corporate tax,
dividend tax and
value added tax in Norway, please
use our free and instant tax calculator.
Wahl-Larsen Advokatfirma AS is a experienced firm in company incorporation cases, located in Oslo. Our company is a part of
Bridgewest, an
international legal network with numerous affiliates both in Europe and in other continents.
In case you need
company formation services in another European country, we recommend our partner
company formation firm in Netherlands. They will help you
open a company in Netherlands and assist you in other corporate matters such as: VAT registration or obtaining special permits for your business.