[ESTABLISHING A BUSINESS ENTITY IN NORWAY] 377
If you wish to start a sole proprietorship, you must register with the police or with a service center for foreign employees. This does not apply if you are from another Nordic country. If you come from a country outside the EU/EEA area, a special residence permit may be obtained if you wish to set up business as self- employed in Norway. 4.2 Possible capitalisation obligations 4.2.1 Limited liability companies To set up a new limited liability company, the founders must complete the abovementioned procedures before the business can start to operate. The purpose of the formal requirements is to ensure that funding, liability, and rights are unambiguously agreed up between the founders, and to provide adequate security for customers and suppliers. The limited company must have a share capital of at least NOK 30 000. Before registration, an auditor or a financial institution must confirm that the share capital has been paid in full. The notification to the Register of Business Enterprises shall confirm that the company has received the share capital contributions. If the share capital contributions are to be paid exclusively in cash, a financial institution, a lawyer or an authorized accountant may confirm that payment has been made. The company may cover the formation costs, but the costs must not exceed the share capital contributions. A public limited liability company must have a share capital of at least NOK 1,000,000.00, and the company must have a board of directors consisting of at least three members. The board of directors is subject to a requirement for gender representation. The company is required to have a general manager.
4.2.2 Unlimited liability partnership and sole proprietorship In unlimited liability partnerships, it is up to the partners to agree on whether to make partnerships contributions. The law does not require such contributions. The partners may also agree to contribute assets other than cash, for example objects for use in the business activities. In a partnership, the capital contributions are not as important in relation to the outside world as the situation is with regard to a limited company. The partners must in any case use private funds to cover any debt, if necessary. It is therefore important that the partners make sure that sufficient capital has been set aside to secure the company financially. That will reduce the risk of any of the partners having to use private funds to cover debt. It will also reduce the likelihood of conflicts between the partners. In limited liability partnership’s (KS), the partners must make partnership contributions as mentioned above. For the general partner(s), the situation is otherwise quite like the situation regarding unlimited liability partnerships. The limited partner’s role, however, is far more passive than the role of a participant in the ANS. A limited partner has only a limited liability for company debts. This means that he / she cannot be held personally responsible for obligations incurred by the company, and that he / she is not obliged to provide higher contributions to the company than what is required by the foundation of the company. In a sole proprietorship, the proprietor, who is a physical person, is liable for the business. This means that he or she is financially liable for all the enterprise's liabilities and obligations. The owner is not obliged to set aside funds (capital
ILN Corporate Group – Establishing a Business Entity Series
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