Joint stock company (AS) / limited company

A limited company is a separate legal entity and you as the owner are not responsible for more than the share capital that has been paid in. The Companies Act requires that limited companies must have a share capital of at least NOK 30,000. The owner (s) must nevertheless expect to provide additional security if the newly started limited company wishes to take out a loan. The share capital is security for the limited company’s creditors. The company can use the share capital to make investments, but must ensure that it has the ability to pay and sound equity. When you establish the limited company, you should therefore have money in addition to the share capital that can cover the limited company’s costs (unrestricted equity). The limited liability, flexibility and negotiability of the shares means that a limited company is preferable if you are planning the establishment with several owners and the opportunity to get investors to invest money in the company. The Norwegian Companies Act is a useful source of information on which rules the limited company must comply with.

**1. Limited Liability:** Shareholders in an AS have limited liability, which means their personal assets are generally protected from the company’s debts and liabilities. Shareholders are only liable for the amount they have invested in the company.

**2. Minimum Share Capital:** As of my last knowledge update in September 2021, the minimum share capital requirement for an AS in Norway is NOK 30,000. This capital must be fully paid before the company is registered.

**3. Shareholders:** An AS can have one or more shareholders, and shareholders can be individuals or legal entities. There is no maximum limit on the number of shareholders.

**4. Board of Directors:** An AS must have a board of directors (styre in Norwegian) responsible for managing the company’s affairs. The board typically consists of at least three members, and at least one member must be a resident of Norway or a member state of the European Economic Area (EEA).

**5. General Meeting:** AS companies are required to hold an annual general meeting (generalforsamling) of shareholders. Important decisions, such as changes to the articles of association or the appointment of board members, are typically made at these meetings.

**6. Registered Office:** An AS must have a registered office in Norway.

**7. Reporting and Auditing:** AS companies are subject to financial reporting requirements and may need to have their financial statements audited, depending on the size and type of activities.

**8. Taxes:** AS companies are subject to corporate income tax on their profits. Norway has a standard corporate tax rate, but there are also tax incentives and deductions available for certain types of businesses and activities.

**9. Shares and Capital:** AS companies issue shares, and ownership is determined by the number of shares held. Shares can be transferred with certain restrictions outlined in the company’s articles of association.

**10. Dissolution:** An AS can be dissolved through various means, such as a shareholder resolution, bankruptcy, or legal action. Assets remaining after settling debts and liabilities are typically distributed to the shareholders.

Please note that the legal and regulatory landscape may change over time, and specific requirements may have evolved since my last update in September 2021. It’s important to consult with legal and financial professionals or relevant authorities in Norway for the most up-to-date information and guidance when considering the establishment of an AS company or any other business entity in Norway.