Company formation in Norway

Company formation in Norway: who does what

Public bodies decide; a provider prepares and files.

Party	Role in a formation
Brønnøysund Register Centre	Registers the company in the Register of Business Enterprises and the Central Coordinating Register, keeps the beneficial owners register and receives the annual accounts
Altinn	The government portal where the Coordinated Register Notification is filed and signed
Skatteetaten	The Norwegian Tax Administration: the VAT Register, corporate tax and withholding tax
Finanstilsynet	Authorises external accountants and auditors
Bank	Holds the share capital account, confirms the payment, then runs the operating account
Accounting firm	Bookkeeping, VAT returns, payroll, annual accounts, often the formation itself
Law firm	Articles tailored to several shareholders, shareholder agreements, regulated activities
Corporate services provider	Coordination across countries and document handling

No provider can promise a registration date, a bank’s approval or an exemption from the residence rule. It can deliver a complete and correct file.

Where a provider earns its fee

Four parts of a Norwegian formation tend to slow down founders working alone.

• The board. The Private Limited Liability Companies Act, § 6-11, requires the general manager and at least half the board to reside in an EEA state, the United Kingdom or Switzerland. A provider should map your people against that rule first, because a board that fails it stops the filing.
• Identity numbers. Anyone without a Norwegian identity number or D-number pushes the registration onto paper, with a D-number application for each person and a certified copy of their ID. A provider gathers these forms and sends the file by post.
• The share capital. The NOK 30,000 must be paid in and confirmed before registration. The Register Centre’s registration page accepts a declaration from an auditor, a financial institution, a bank, a lawyer or an accountant. Ask whether your provider can give it or who will.
• VAT without an establishment. A business with no place of business or domicile in Norway registers for VAT through a representative based in Norway, who shares liability for the returns. Businesses resident in the UK or in one of the EEA countries on Skatteetaten’s list are exempt. If you need one, ask whether the firm takes on the role.

What a formation provider takes on

A full mandate starts with the structure and ends when the company can invoice and file. Expect it to cover:

• Structure advice: AS, a branch (NUF) or a sole proprietorship (ENK), and what each means for liability, accounts and tax.
• The board check against § 6-11, and the roles to register.
• D-number applications for founders and role holders without Norwegian identity numbers.
• The memorandum and articles of association, with a translation if you do not read Norwegian.
• The share capital account and the payment confirmation.
• The Coordinated Register Notification in Altinn, or the paper filing.
• Beneficial owners, registered within 14 days.
• VAT registration, and the representative where one is required.

Matching the firm to your project

In Norway, 25 of the firms on Accountanty offer company formation: 22 accounting firms, 2 law firms and 1 corporate services provider. By size, 13 are medium-sized, 9 small and 3 part of a large network.

• Accounting firms suit founders who want one team for the formation and the bookkeeping afterwards. Of the 25, 24 also offer accounting, all 25 tax compliance, 23 VAT and 23 payroll.
• Law firms suit companies with several shareholders, investors or a regulated activity, where the articles and a shareholder agreement need drafting.
• The corporate services provider suits groups that need documents handled across several countries.

A focus on foreign clients is stated by 19 of the formation firms, gathered on accountants for foreign clients in Norway.

Licences to ask about

Keeping accounts for clients is regulated. The Financial Supervisory Authority states that external accountants and accounting firms must be authorised, and that an accounting firm’s chief executive must be an authorised external accountant. Auditors in charge of statutory audits need state authorisation and appear in Finanstilsynet’s Register of Auditors. The title of state authorised auditor is protected by § 3-7 of the Auditors Act.

What to ask:

• Is the firm authorised by Finanstilsynet, and who is the authorised accountant responsible for your company?
• If the company may need an audit, does the firm work with a state authorised auditor, and what is the register number?
• For a law firm, which lawyer is responsible for your documents?

Some of the listed firms name an authorisation or a professional membership in their profile. Take that as a starting point and check it with Finanstilsynet.

What to prepare before the first call

Clear facts give a precise quote. Have these ready:

• The business: what you will sell, to whom, and whether you will hire in Norway in the first year.
• The people: the shareholders, the planned board and general manager, and where each of them lives.
• Identity: passport copies, and any Norwegian identity number or D-number already issued.
• The capital: NOK 30,000 or more, and whether any of it is a non-cash contribution, which only an auditor can confirm.
• A corporate owner: its registration certificate and the decision to invest.
• VAT: your expected sales in the first 12 months and whether the business has an establishment in Norway.

How to read a company formation quote

Put the same three headings to each firm and ask for a price under each.

Official charges

• Registration fee: for an AS, NOK 6,825 online and NOK 7,912 on paper; for a NUF in both registers, NOK 3,883 and NOK 4,398. The Register Centre updates its fees each year.
• Later changes: certain changes in the Register of Business Enterprises cost NOK 1,276 online and NOK 2,509 on paper; most others are free.
• The share capital. It belongs to the company and is never part of a provider’s fee.

The provider’s fee

Structure advice, the board check, D-numbers, documents, the capital confirmation, the filing and the beneficial owners form. Ask what is excluded: tailored articles, a corporate shareholder, translations and changes after the first draft are common extras.

Recurring costs

Formation is paid once; the compliance work runs every year. Ask for a two-year price covering:

• bookkeeping and VAT returns;
• payroll and employer contributions once staff are hired;
• the annual accounts, due at the Register Centre by 31 July, with a late fee that can reach NOK 69,940;
• an audit, if the company passes the thresholds;
• the VAT representative role, where it applies.

Just 6 of the 25 formation firms publish any prices, so a written quote is the norm. A quote request through Accountanty is free, and the firms that answer set their own prices.

Questions to ask before you sign

• Does my planned board meet § 6-11, and what happens if it does not?
• Who applies for the D-numbers, and will the filing go online or on paper?
• Who confirms the share capital, and is that inside your fee?
• Will I receive an English version of the memorandum and articles?
• Do I need a VAT representative, and will you act as one?
• Who files the beneficial owners form within the 14 days?
• Which authorised accountant will keep my books, and in which language?

On language, 23 of the formation firms work in Norwegian, 19 in English, 4 in Polish, 4 in Russian and 3 in Lithuanian.

When a foreign company is the owner

A foreign company first decides between a subsidiary AS and a branch. A NUF is registered on paper with the parent’s registration certificate, and the parent’s name must appear in it. Its profit from a fixed place of business in Norway is taxed at 22%, the same rate as an AS. A NUF with an accounting obligation files annual accounts and needs an audit once it passes NOK 7 million in revenue, NOK 27 million in assets or 10 full-time equivalents. Ask your provider to compare both routes for your plans before any document is prepared.

Services after incorporation

Once the company is registered, the deadlines begin. Some owners keep the formation firm for everything; others add specialists for:

• accounting and tax compliance;
• VAT registration and returns;
• payroll once staff are hired;
• audit, offered by 5 of the formation firms;
• bank account assistance, offered by 8;
• residency and visas, offered by 5, when a founder or manager will relocate.

Warning signs

• No question about where your board lives. The residence rule decides whether the filing can work.
• One price with no breakdown. You cannot compare it, and missing items return later.
• Capital counted as a fee. The NOK 30,000 is the company’s money.
• An exemption or a bank account promised as certain. Only the Ministry or the bank decides.
• No authorised accountant named. Ask who holds the authorisation.

Choosing a provider

Send the same brief to two or three firms and compare how they handle the board, the D-numbers, the capital confirmation, VAT and the fee blocks. Of the 25 formation firms listed, 22 are in Oslo. One free quote request reaches several at once: Accountanty checks your brief and forwards it to firms suited to your company formation in Norway.