Foreign companies willing to extend their portfolio may choose to open a company in Norway. The two most common business forms that a foreign company may open here are the branch offices and subsidiaries. While the branches have no legal personality and must operate under the direct supervision of the parent company, the subsidiary may take its own management decisions and even though a large part of the capital is owned by the foreign company, the liability of the shareholders is limited to their contribution to the capital.

Tax incentives for Norwegian subsidiaries

There are many tax incentives offered to the Norway subsidiaries. For example, if a foreign company holds at least 10% of the subsidiary’s capital for at least two years, it may claim a tax credit in the country of residence and these regulations are available under the provisions of the numerous double tax treaties signed by Norway with a wide range of partner countries. Our team of specialists in company registration in Norway can provide full assistance on the tax system applicable to a Norwegian subsidiary.

Incorporating a subsidiary in Norway

Prior to the registration with the Central Coordinating Register for Legal Entities some steps must be taken, such as opening a bank account or checking the company's name at the Registrar. It’s important to know that the operation is canceled if the memorandum of association was signed with three months prior to this procedure and our team of specialists in company registration in Norway can provide further information regarding this matter.

One of the phases of the company registration procedure in Norway consists in opening a bank account and depositing the required minimum share capital. After depositing it, the account must receive the approval of an auditor. The name of the subsidiary must be unique so it must be checked first at the Register of Business Enterprises in Brønnøysund.

Registration with the Central Coordinating Register for Legal Entities is then required. The subsidiary must submit the foundation deeds and the articles of association. As a result, the company will receive an organization number and may apply for registration with the Register of Business Enterprises and for the VAT number.

The last step of forming a subsidiary is enrolling for the pension fund and injury insurance, necessary procedures when hiring employees in this country. The whole registration process takes approximately nine working days if all the steps are respected and the documentation is properly submitted.

Opening a subsidiary as a limited liability company in Norway

Usually, a subsidiary is formed as a limited liability company which can be either private or public. Aksjeselskap, the Norwegian private limited liability company, is formed by at least one founder with a minimum share capital of NOK 30,000. It’s generally preferred by small and medium size companies. The liability of its members is limited and the shares are not for public transfer. This type of company may not issue certificates for its shares.

Allmennaksjeselskap, the public limited liability company in Norway, is formed especially by large corporations mostly because the minimum share capital required is NOK 1 million. Unlike the capital of a private limited liability company, the capital is divided into shares that can be transferred and that can be registered with the Stock Market.

Why register a Norwegian subsidiary as a limited liability company?

One of the main reasons for opening a company in Norway as a limited liability company is given by the popularity of this business form. Although it is generally preferred by investors setting up small and medium sized companies in this country, this legal entity is also the first option of large multinational corporations expanding on this market due to the following:

• it may be registered by both natural persons and legal entities and, starting with 2013, the share capital was lowered to NOK 30,000 (the previously required capital was NOK 100,000);
• it requires at least two directors, one of whom must be a Norwegian citizen or a citizen of a country located in the European Economic Area (EEA);
• in the situation in which the company employs more than 30 persons, it is necessary that one of the directors to be appointed by the employees;
• if the company hires more than 50 employees, the board of directors has to be comprised by both men and women;
• the company must have a registered office in a Norwegian region;
• in specific conditions, the company may opt not to have its accounts audited;
• this legal entity can also be employed for starting a holding company in Norway;
• the company’s board can be formed only by one person.

In case you would like to establish a subsidiary, a branch office or any other business form in Norway, feel free to contact our Norwegian company formation agents, who can advise on the main advantages of this business form and who can provide full consultancy services regarding any matter related to the incorporation of a business here.

For company formation services in Asia, feel free to contact our partners located in Japan, Hong-Kong or Singapore. Moreover, request from Russian investors can be handled by our experienced Russian partners - Регистрация компаний Норвегия.

Comments

Rui Conceição 2017-02-10
Hello Sirs, I am thinking to create a company in Norway, of services. As a portuguese, have I any kind of discount for tax? I heard something that I don't need to pay to the government for two years. Is that true? Many thanks.

Hello Rui Conceição! Thank you for your request! Please send us a detailed email about your project at office@lawyersnorway.eu and we will reply as fast as possible. Have a great day!

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