Directors' fees – can they be invoiced from your own company?

As a general rule they cannot. Section 5-10 of the Taxation Act makes remuneration for a board appointment a benefit earned through work, including where the role is carried out as part of the recipient's own business. The fee therefore has to be handled personally, with withholding, the a-melding and employer's contributions – and it is exempt from VAT. Genuine consultancy outside the board role can be invoiced separately.

The general meeting sets the fee

Under section 6-10 of the Companies Act it is the general meeting that sets the remuneration of board members. A board appointment is a personal role under company law. A director has personal responsibilities and duties under the Act – and it is precisely that personal character that decides the tax treatment. See also Directors' liability and personal liability

For tax purposes the fee is employment income

Section 5-10 of the Taxation Act says expressly that remuneration as a member of a board, corporate assembly, committee, council or similar is a benefit earned through work. That applies even where the role is carried out as part of the recipient's other business. Having a consultancy company therefore does not change the starting point. It normally means personal income for the director, withholding, reporting in the a-melding and employer's contributions. Skatteetaten uses the income description «directors' fees and remuneration for carrying out an appointment».

Employer's contributions

The company has as a general rule to calculate employer's contributions on the fee. An important exception applies where the director is covered by another country's social security legislation under the EEA rules or a social security convention. A1 or equivalent documentation can be relevant.

VAT

Board services covered by the rules on fees subject to employer's contributions are exempt from VAT under section 3-17 of the VAT Act. An ordinary personal directors' fee should therefore not be treated as an ordinary VAT-liable consultancy service. An invoice with 25% VAT for board work is wrong at both ends: the wrong tax and the wrong income type.

What your own AS should not invoice

The practical general rule is that a fee for the board role itself has to be handled personally and reported as a directors' fee, even where the director otherwise runs a consultancy. So do not send an invoice from your own AS for what are in reality board meetings, the board's management duties, supervision of day-to-day management, the board's strategic decisions or its duties under chapter 6 of the Companies Act. There are special cases in group and employer structures where the economics around the role are handled differently, but an ordinary external directors' fee should not be structured as a consultancy invoice without a specific assessment.

Separate consultancy can be invoiced

A director, or their company, can at the same time deliver genuine services outside the board role. Examples might be specific IT development, technical design, a particular advisory project or another operational delivery that is not part of the board's management and supervision. Those services should then have their own agreement, their own description, a market price and clear documentation that they sit outside the board role. The director also has to be treated as disqualified when the board considers the agreement, and larger agreements can be caught by section 3-8 of the Companies Act.

When is the fee taxed?

A directors' fee normally follows the cash principle. It is reported and taxed when the amount is actually paid or made available – not when the general meeting resolves it. That is the opposite of a dividend, which is normally taxed on the date of the resolution. Companies resolving both at the same general meeting have to handle two different timing rules. The a-melding is as a general rule filed by the 5th of the month after payment. From 2026 the advance deduction is paid directly to Skatteetaten by the first working day after the salary payment.

Foreign directors

A person resident abroad can be taxable in Norway on remuneration from a board appointment in a Norwegian company. Many tax treaties have a specific directors' fees article giving the country where the company is resident the right to tax the fee. The specific treaty still has to be checked. Employer's contributions at the same time depend on which country's social security legislation the person is covered by. The two questions are answered separately. Greenleaf can calculate and report directors' fees, employer's contributions and withholding, and help separate the board role from genuine consultancy.

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.

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.

GET IN TOUCH