ILN: ESTABLISHING A BUSINESS ENTITY: AN INTERNATIONAL GUIDE

[ESTABLISHING A BUSINESS ENTITY IN NORWAY] 375

partner must make a deposit of at least 20,000 NOK within a specified time limit when establishing the company. A limited partnership must have a certain partnership capital, divided into one or more general partner shares and one or more limited partner shares. At least two-fifths of the share capital shall be bound capital, which shall be paid to the company, and which the participants cannot freely dispose of. The general partner must make a deposit amounting to a minimum of one tenth of the share capital, own at least one tenth of the Company's net wealth at any time and have at least the same share in profits and losses. The agreement must be registered in the Register of Business Enterprises. A "KS" cannot be registered until at least one-fifth of each participant's contribution obligation has been paid to the company. Furthermore, it is required that an additional one fifth is paid within two years after the foundation. The partnership must have an official name containing the abbreviation “KS”. 2.5 Sole proprietorship (ENK) The formal requirements to form a Sole proprietorship are that the owner must be 18 years of age. He or she does not have to reside in Norway. However, the enterprise is required to have an address in Norway. The owner of a sole proprietorship is not obliged to set aside funds (capital contributions) for the enterprise, since he or she in any event is personally liable. For tax purposes, a sole proprietorship is assessed together with the person who owns it. This means that the net profit of the business is liable to be taxed as part of the owner's total income, including, for example, income from employment. Likewise, the net loss will be deductible.

All sole proprietorships can register free of charge with the Central Coordinating Register for Legal Entities and will then be assigned an organization number. Sole proprietorships are also entitled to register with the Register of Business Enterprises. This is subject to a charge. If a sole proprietorship has at least five employees or is a wholesale or retail enterprise, registration with the Register of Business Enterprises is mandatory. Upon registering with the Register of Business Enterprises, the enterprise will be issued a certificate of registration. The name of the sole proprietorship must contain the surname of the owner. 3. Governance, Regulation and Ongoing Maintenance 3.1 Requirements for local shareholding/directors 3.1.1 Private limited liability companies A limited liability company (AS) must have a board of directors. As a rule, a limited liability company shall have a board consisting of at least one member. The company may have a general manager. If the company does not have a general manager, the chairman of the board is responsible for the day-to-day management of the company. The Limited Liability Companies Act contains detailed rules relating to the company's board of directors, the board's responsibilities, appointment of a general manager, election of board members and deputy board members, the board's duties, term of office, resignation and removal before the end of the term of office, and remuneration of board members. 3.1.2 Public limited liability companies A public limited liability company (ASA) must have a board of directors consisting of at least

ILN Corporate Group – Establishing a Business Entity Series

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