How to start a limited company – step by step
Settle the ownership and the board, draw up the memorandum of association and the articles, sign, pay in at least NOK 30,000 of share capital, have the payment confirmed and register the company. Section 2-18 of the Companies Act gives three months from the memorandum being signed, and the share contribution has to be paid in full before the notice is sent. Remember beneficial owners within 14 days of registration.
1. Owners, name, purpose and board
A limited company can be formed by one or more people. Both individuals and legal persons – a holding company, for instance – can be founders. The company needs a name containing «aksjeselskap» or «AS» that meets the Business Names Act. The articles have to state the name, the purpose of the business, the share capital and the nominal value of the shares. A limited company has to have a board with at least one member. There is no general requirement for a general manager, nor any need to give anyone particular signing authority – under the Companies Act the board represents the company externally, though it can give the chair separate signing authority.
2. Share capital and number of shares
The share capital has to be at least NOK 30,000, divided into one or more shares of the same nominal value. A simple company might have NOK 30,000 divided into 100 shares of NOK 300. It is also possible to pay more for the shares than the nominal value. Where the owner pays in NOK 50,000 while the share capital is NOK 30,000, the remaining NOK 20,000 can be share premium.
3. The memorandum and the articles
The memorandum of association creates the company and has to contain the articles, who subscribes for shares, what is to be paid for them, and details of the board. Where the company is to cover the formation costs, that has to appear in the memorandum under section 2-5 – which costs, how they were calculated, and who is to receive payment. The date the document is signed matters: that is when the deadline in the next step starts running.
4. Pay in the share capital
The share contribution has to be paid in full before the company is notified to the Register of Business Enterprises. That follows directly from section 2-18. The payment has to be confirmed. For a pure cash contribution several parties can confirm it; for a contribution in kind stricter requirements apply, with a statement and auditor confirmation. The order is therefore: sign, pay in, have it confirmed, notify. Do not notify first.
5. Register the company within three months
Section 2-18 requires the company to be notified to the Register of Business Enterprises within three months of the memorandum being signed. Miss that and the company cannot be registered on the basis of that formation, and the obligations under the memorandum are no longer binding. In practice the whole formation has to be done again. This is the most common technical mistake at start-up: the documents are signed early in a planning phase, and then months pass before anyone pays in the capital. Do not sign before you are actually ready.
6. Does a new company need an auditor?
A new company can be formed without an elected auditor where the conditions are met. Before the first annual accounts exist, the number of employees and the share contributions at formation are among the factors assessed. Once the company has produced annual accounts, the ordinary thresholds are operating income under NOK 7 million, a balance sheet total under NOK 27 million and at most 10 full-time equivalents – see Statutory audit
7. Register beneficial owners within 14 days
Once the company is registered in a public register, it has to register information in the Register of Beneficial Owners within 14 days. That applies even where the company concludes it has no beneficial owners. A beneficial owner can be someone who owns more than 25%, controls more than 25% of the votes, can appoint or remove more than half the board, or otherwise has sufficient control. Registration in the Register of Business Enterprises does not handle this automatically. It is a separate register with its own deadline – and it is often missed.
8. Accounting, VAT and payroll
The company has bookkeeping obligations from the start, and every limited company has to prepare annual accounts – see The year-end close step by step Where the company carries on VAT-liable activity, it has to register in the VAT Register once taxable turnover has exceeded NOK 50,000 in any twelve-month period – see VAT registration Where the company is to have employees, the employer obligations come on top – see Your first employee
An example
Ola forms Nordmann Konsult AS with NOK 30,000 of share capital divided into 100 shares of NOK 300, and subscribes for all of them. The memorandum and the articles are signed. The bank opens a share capital account, Ola pays in NOK 30,000, and the bank confirms the payment. The company is notified to the Register of Business Enterprises well inside the three months. Ola creates the share register and registers himself as the company's beneficial owner within 14 days of registration.
The most common mistakes
Signing too early. The three months run from signing, not from when you are ready. Thinking the NOK 30,000 has to stay untouched. The share capital can be used in the business after registration. The requirement is that the company has adequate equity and liquidity at all times – see Share capital in a limited company Forgetting beneficial owners. A separate register, with its own 14-day deadline. Forgetting the share register. It has to be created at formation and kept up to date, and it is not the same as the annual shareholder register statement What comes in the first year is in Your first year with a limited company We can set up the accounts, the VAT registration and payroll, and follow up the deadlines after formation.
Read more
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.
More on starting up and choosing a company form
- Sole proprietorship or limited company – which should you choose?
- When should a sole proprietorship become a limited company – and can the conversion be tax-free?
- Share capital – what can the NOK 30,000 be used for?
- Contributions in kind – can a car, equipment or a business be used as share capital?
- NUF – what is it, and when does it make sense?
- ANS or DA – what is the difference, and how large is the personal liability?
- Your first year with a limited company – which deadlines and tasks matter?
- The shareholders' agreement – what should it contain, and when do you need one?
- When do you need an accountant – and when can you manage yourself?
- Winding up a limited company – how to dissolve and delete it
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