Establishing a company in Norway

Expand your business to Norway?
There are many good reasons to start a (subsidiary) company in Norway.
The arguments we often encounter is that you want to appear as a Norwegian company, you want to hire locals or that you want a clear division between activities in the company’s home country and Norwegian activities.

You can easily run a company in Norway without being physically present.
We offer virtual offices to multiple companies, where we handle the daily mail (letter mail is scanned) and accept other inquiries.
Other tasks are solved outside Norway.

Establishment of a Norwegian company with cash deposits and non-Norwegian owners/ participants in a legal entity.

We assist and advise you throughout the entire process.
Before contacting us we recommend that you to think about:

  • How large should the share capital be? -The minimum requirement in Norway is NOK 30 000,- (~ EUR 2869). The share capital should be proportional to the scope and type of activity you intend to carry out.
  • Who will be named as founder(s)? – Can be both company(ies) or person(s) – or a combination of the two.
    It can be a good idea to get the input from an auditor in your home country about the placement in the company/group structure.
  • Who should sit on the board? – At least one person (chairman of the board).
    A danish citizen can be on the board alone.
    Special requirements may apply for nationals of other countries. We can assist you with this clarification.
  • Who will be in charge of the day-to-day management? – It is not a requirement, however it is recommended that a director (general manager) is appointed. This can be a board member or the chairman of the board.
  • Where will the company have its registered office and address? – The company is required to have a Norwegian business address. We offer a virtual office with mounted nameplates, for companies. This solution is recommended if you want a subsidiary without its own physical presence in Norway, have employees in Norway with a home office, are being established or want an address in a business area.
  • What is the purpose of the company? – Be as specific as possible. We assist you with the Norwegian translation.

It will also be an advantage if you have an opinion about:

  • The size and number of shares – We can advise you regarding this.
  • Desired start date – You can primarily choose freely. However, no documents submitted for registration must be dated older than 3 months.
  • Warrant right – We will happily advise you on this.
  • Opt-out of revision – Most opt-out of auditing in the startup phase.
  • Does the company need employees? -If yes, an official business number must be acquired from the Brønnøysund register center.

The establishment process – 5 phases

The establishment of a company takes place in interaction between founders, advisors, bank and authorities.
Following is an outline of what needs to be done, by whom and when

1. Company documents.

After the content of the memorandum of association and the articles of association are clarified, Scanvisio prepares a complete set of documents with all the company documents included. These documents include memorandum of association and articles of association, in addition to protocols from the first board meeting, share register and organizational chart. The latter is not a regulatory requirement, but is usually necessary in regards to establishment of a bank account in the company’s name.
At a fixed price, Scanvisio will prepare up to 2 revisions of the company documents.

2a. Bank account and payment of share capital

A copy of the signed memorandum of association documents are used to open an operating account for a company under establishment in a Norwegian bank/ financial institution. This is the responsibility of the customer. Be aware that the process can be time consuming. Usually, it is easiest to go through a bank in your home country. The bank’s KYC review (money laundering prevention) of new customers is often extensive and lengthy.
Assistance in this process and corresponding with the customer’s bank is usually not included, in the fixed price, unless otherwise agreed upon.

Once the bank account is opened, the share capital is transferred. We highly recommend you transfer the exact amount stated in the memorandum of association – neither more nor less. Further you need a notarized confirmation of paid capital, and that it is the amount stated in the memorandum of association. We can assist you with this. At the same time the bank account is blocked from conducting payments, until the company is registered in the
Brønnøysund Register Centre..

2b. Notarized identity documents

All participants in a legal entity in Norway must have either a Norwegian D-number (tax number) or social security number. If you have neither, and live outside Norway, you must apply for a D-number (2 applications are included in our fixed price). This does not entail that you become taxable in Norway.
To acquire a D-number you must enclose an application form and a notarized copy of your passport. We assist you with both.

2c. Forms and appendices

Scanvisio assembles all documents which are necessary for the company to be registered, and sends it to the customer for signing. This includes i.a. registration form and applications for D-number.

3. Assembly and quality check of documents

The customer sends the documents to Scanvisio -preferably all the documents at once.
The documents we require are:

  1. Signed memorandum of association and any attachments (copy – the company keeps the original)
  2. Signed board minutes (copy – the company keeps the original)
  3. Signed registration form (original)
  4. Bank confirmation of paid share capital(original)
  5. If applicable, signed D-number application (original)
  6. If applicable, notarized identity information (original)

Our address is:

Scanvisio AS
Andersrudveien 1,
N-1914 Ytre Enebakk
NORWAY

After a brief quality check the documents are sent for processing at the Norwegian authorities.

4. Processing and registration

The government processing time varies from case to case, and can be rather long at times – especially in holiday periods.
It is not uncommon that the assigned caseworker requests additional information or elaboration, e.g. in regard to the company’s location in relation to SIC codes, historical connection to Norway and other doubts.
Scanvisio handles the communication in this phase.

5. The company is established

The pieces have fallen into place, and the company now receives a Norwegian organization number. This concludes the work that is covered by our fixed price. The customer can now contact the bank and have their bank account opened for transactions from the company account.

Legal participants who have applied for a D-number will receive a confirmation letter from the government sent to their private address. Passwords can be ordered at altinn.no.

How about a fully registered Norwegian shelf company?

Using a shelf company as a starting point is not recommended for several reasons.
However, in a situation where it is necessary to acquire a Norwegian org number immediately, this solution can be justified as an emergency measure.

Norwegian banks do not want customers through the back door in fear of money laundering. Hence we offer, through partnerships, new, fully registered companies that do not have an existing relationship with the bank.
The bank relationship is established after the share transfer has been confirmed.
However, it is in the bank’s discretion to approve or reject new customers.
The availability of this service varies.

The shelf company solution provides the company with a Norwegian org.nr almost immediately, but it is also significantly more expensive and administratively demanding to implement.
Other possible disadvantages are that the company’s historical and temporary name will appear in various registers and company databases that exist in Norway. In addition to that the original founder will appear as the sole shareholder.
History has shown that customers and suppliers have reacted negatively to these conditions.

Feel free to contact us if you wish to establish a Norwegian limited company.