[ESTABLISHING A BUSINESS ENTITY IN NORWAY] 374
This means that he or she is financially liable for all the enterprise's liabilities and obligations. The owner (physical person) has the full right to decide over the enterprise. There are no special rules or separate acts of law regulating sole proprietorships. However, if the enterprise has more than 30 employees, certain special requirements apply. If your business operates on a small to medium scale with little volume and risk, we recommend that you organize the business as a sole proprietorship. 2. Steps and timing of establishment 2.1 Introduction When establishing an enterprise in Norway, the founder is required to notify the authorities. The same applies when a company takes on employees, and when it starts to sell goods or services that are liable to VAT. In all of these situations, the enterprise must register with the Brønnøysund Register Centre's Central Coordinating Register for Legal Entities. The various agencies collaborate on exchanging information, so that one can fill in and send the form Coordinated Registration Notification to notify the Brønnøysund Register Centre, the Norwegian Labour and Welfare Administration (NAV) and the tax office at the same time. In the following we will give a brief overview of steps to incorporate before establishing an enterprise. 2.2 Limited liability company (AS/ASA) The procedure for forming a limited liability company starts with drawing up a memorandum. The memorandum must state the company’s articles of association and bylaws, specify the company name, state the names and other relevant details of the founders, number of shares to be subscribed for by each founder,
the amount payable for each share and the time of settlement. The memorandum must also state the members of the Board. Furthermore, it should indicate whether the company should have an auditor and if so, the name of the auditor. The company must be registered in the Brønnøysund Register Centre's Central Coordinating Register for Legal Entities within three months after the memorandum is signed. At this point, it is a requirement that payment of the company’s capital is made to the full extent. Finally, the company must have an official name containing the abbreviation “AS” for private limited liability company, and “ASA” for public limited liability company. 2.3 Partnerships (ANS/DA) The procedure for forming a partnership involves that the participants enter into a partnership agreement. The partnership is established when the partnership agreement is signed by all participants. No equity is required to start a partnership company. This is because the personal responsibility of the participants is deemed sufficient to protect creditors' commitments. It depends upon the participants' own assessment of funding requirements whether and to what extent they should have initial capital. The partnership agreement must be registered in the Register of Business Enterprises. The partnership must have an official name containing the abbreviation “ANS” or “DA”. 2.4 Partnerships (KS) The procedure for forming a (KS) partnership is like the procedures used when forming an ANS or a DA. Unlike the ANS and DA, each limited
ILN Corporate Group – Establishing a Business Entity Series
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