A compulsory dissolution notice from Brønnøysund – what now?
This has to be dealt with immediately. There is still a way to put things right, but the deadlines get shorter the further the process has gone. Find the notice in Altinn, check which deadline actually applies, and get complete annual accounts finished.
Work out how far the case has got
1. The annual accounts are late. For companies on a calendar year the ordinary filing deadline at the Register of Company Accounts is 31 July. If complete annual accounts are not filed by then, the late-filing fee starts to run. In 2026 it can reach NOK 69,940. 2. Six months after the deadline, a new notice arrives. If complete annual accounts are still missing, the Register of Company Accounts sends a message in Altinn. The company then has one month to put things right. 3. Then comes public notice. If the accounts are still missing when the month is up, the Brønnøysund Register Centre publishes notice of compulsory dissolution (tvangsoppløsning). From that announcement the company has four more weeks. This deadline cannot be extended. 4. The case goes to the district court. If the four weeks pass too, the Register of Company Accounts notifies the district court (tingretten), which can order the company dissolved without any further notice.
Does the late fee have to be paid before the dissolution stops?
No. These are two separate questions. What has to be put right to remove the grounds for compulsory dissolution is the filing obligation. The late-filing fee does not disappear because the annual accounts are eventually filed. If the company does not pay the accrued late fee within three weeks of demand, the board members can become jointly and severally liable for it.
What if the case has already gone to the district court?
Then it is more urgent still. The Brønnøysund Register Centre states that if complete annual accounts are filed after the court has been notified, it will inform the court that the accounts have arrived. The company should both file complete annual accounts with the Register of Company Accounts immediately and contact the court handling the case.
What if the court has already ordered dissolution?
Then the situation becomes considerably more complicated. The court's order has the same effect as the opening of bankruptcy proceedings, and the company is wound up under the Bankruptcy Act and the Creditors Recovery Act. That does not mean reversal is legally impossible. The Companies Act allows an estate in compulsory dissolution to be handed back to the company where the grounds for dissolution no longer exist and the conditions in section 136 of the Bankruptcy Act are met. If the court has already opened the estate, the court and the trustee should be contacted immediately.
Can the late-filing fee be waived?
You can apply, but the conditions are strict. The Register of Company Accounts can waive all or part of the fee where the delay was caused by circumstances outside the company's control, or by particular reasons of fairness. Examples might be sudden or serious illness, a computer failure, seizure of the accounting records, fire or theft. The company has to document both what happened and that it did what could reasonably be done to meet the deadline. Little or no activity, workload, not knowing about the deadline, and misunderstandings between the company and its accountant or auditor are normally not enough. Not having an auditor can trigger the same chain of sanctions – see Statutory audit
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This is general guidance, not advice on your specific case. Deadlines, rates and amounts change – always check the current rules, or get in touch with us.
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Is it urgent?
We can work out what actually has to be done, what documentation exists and how quickly it can be sorted. You can also reach us in the evenings and at weekends.
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