Doing Business In Comparative Guide

1 Legal framework

1.1 Does your jurisdiction have a civil law system, a common law system or a hybrid system?

Norway operates under a civil law system, characterised by comprehensive statutes and codifications rather than binding case law in the common-law sense. Although court decisions are influential in shaping interpretations and guiding legal practitioners, they do not hold the strict precedential value seen in common law jurisdictions. Norwegian legal tradition has been influenced by both Germanic legal concepts and Roman law principles, resulting in a system where the legislature enacts detailed statutes, while the courts interpret and apply them on a case-by-case basis. Legislative authority lies with Stortinget (the Norwegian Parliament), and its enactments form the backbone of the legal framework. However, references to prior judgments are still common in legal reasoning, as they provide valuable insight into how statutory provisions should be construed. Compared to jurisdictions that rely heavily on precedent, the Norwegian legal model emphasises legislative clarity and the principle that the courts should defer to well-defined legal rules when resolving disputes.

1.2 Which legislative and regulatory provisions primarily govern the establishment and operation of enterprises in your jurisdiction?

In Norway, the establishment and operation of enterprises are primarily governed by a set of statutes enacted by the Norwegian Parliament (Stortinget), with the main legal foundation found in the Companies Acts. For private limited companies, the key legislation is the Aksjeloven (Private Limited Liability Companies Act), while the Allmennaksjeloven (Public Limited Liability Companies Act) governs public limited companies. These acts set out requirements relating to share capital, corporate structure, director responsibilities, and shareholder rights. In addition, partnerships follow the regulations laid out in the Partnership Act (Selskapsloven), which specifies how partners should manage their duties and liabilities. Beyond these company-specific statutes, the Accounting Act (Regnskapsloven) imposes obligations regarding financial reporting, bookkeeping, and transparency. Most businesses must register with the Norwegian Register of Business Enterprises, administered by the Brønnøysund Register Centre, before commencing operations. This registration ensures that the public and relevant authorities have access to up-to-date information on legal entities, facilitating compliance with taxation, auditing, and governance requirements.

1.3 Which bodies are responsible for drafting and enforcing these provisions? What powers do they have?

In Norway, the drafting of legislation is primarily the responsibility of the Norwegian Parliament (Stortinget), which holds the constitutional power to enact new laws and amend existing statutes. Supplementing the work of Parliament, various ministries develop and propose draft legislation in their respective areas of specialization. For instance, the Ministry of Trade, Industry and Fisheries may propose amendments to corporate laws, while the Ministry of Finance oversees tax legislation and related regulations. Once in force, these provisions are enforced by several governmental bodies. For commercial matters, the Brønnøysund Register Centre administers the Register of Business Enterprises, ensuring compliance with registration and disclosure obligations. The Norwegian Tax Administration enforces tax laws, conducting audits and imposing fines or penalties for non-compliance. Financial services and securities-related matters fall under the jurisdiction of the Financial Supervisory Authority of Norway (Finanstilsynet), which has the power to conduct inspections, impose sanctions, and revoke licences. In cases of severe infractions, courts can impose civil or criminal liabilities, including fines or imprisonment. Overall, these bodies work collaboratively to maintain a transparent, compliant, and well-regulated business environment in Norway.

2 Types of business structures

2.1 What are the main types of business structures in your jurisdiction and what are their key features?

In Norway, the primary business structures include sole proprietorships, various forms of partnerships, and different types of limited companies. A sole proprietorship (enkeltpersonforetak) is owned by one individual who bears unlimited personal liability for the enterprise's obligations. In contrast, a private limited liability company (aksjeselskap, AS) offers limited liability to its shareholders, meaning their potential losses are generally confined to the amount they have invested in the company. The AS is the most common corporate form, requiring a minimum share capital of NOK 30,000. Public limited liability companies (allmennaksjeselskap, ASA) have a higher minimum share capital requirement of NOK 1 million and are structured to allow share subscriptions from the general public, making them suitable for larger enterprises seeking broader capital access. Partnerships range from general partnerships (ansvarlig selskap, ANS) where partners have joint and unlimited liability, to limited partnerships (kommandittselskap, KS) that combine general partners with unlimited risk exposure and silent partners whose liability is capped at their capital contribution. Each structure has its own advantages and regulatory obligations, and businesses typically select the form that best aligns with their goals, liability preferences, and capital needs.

2.2 What capital requirements apply to these different types of business structures?

Capital requirements differ depending on the legal form selected. For a sole proprietorship (enkeltpersonforetak), there is no statutory minimum capital requirement; however, the owner bears unlimited personal liability for the enterprise's debts and obligations. In general partnerships (ansvarlig selskap, ANS), partners typically contribute assets or funds according to their partnership agreement, but no fixed minimum is mandated by law.

With limited partnerships (kommandittselskap, KS), general partners share unlimited liability while limited partners' liability correlates to their monetary contributions; despite these nuanced structures, there is no universal statutory minimum.

In contrast, private limited liability companies (aksjeselskap, AS) require a minimum share capital of NOK 30,000, which must be fully paid up before registration. These funds help demonstrate the company's financial foundation and cover potential liabilities up to that amount. Public limited liability companies (allmennaksjeselskap, ASA) demand a significantly higher minimum share capital of NOK 1 million, reflecting their potential to raise funds from the public and the broader scope of their operations. These capital rules help balance risk allocation, creditor protection, and operational flexibility based on each entity's size and purpose.

2.3 What is the process for establishing these different types of business structures? What procedural and substantive requirements apply in this regard? What is the typical timeline for their establishment?

Establishing a business in Norway generally involves registering with the Brønnøysund Register Centre, which administers the Register of Business Enterprises. Sole proprietorships (enkeltpersonforetak) and partnerships (ANS/DA/KS) usually require fewer formalities. The owner or partners must file the appropriate forms via Altinn, Norway's digital portal, and provide information such as personal identification numbers (or company details for foreign partners) and a description of the intended activity. For limited partnerships (KS), partners must clarify which partners enjoy limited versus unlimited liability.

Forming a private limited liability company (AS) requires drafting incorporation documents, depositing the minimum share capital of NOK 30,000 (typically in a Norwegian bank) and filing the corporate paperwork with the Register of Business Enterprises. Public limited liability companies (ASA) follow broadly similar procedures but must meet a higher capital requirement (NOK 1 million) and more stringent governance rules.

In terms of timing, sole proprietorships and partnerships can typically be registered within a few days to a week, once all documentation is complete. Private and public limited liability companies may take slightly longer, generally ranging from one to three weeks, depending on the efficiency of filings and potential bank or administrative checks. Also, registering a company with foreign board members will typically take even longer time, as these will also have to obtain a Norwegian ID-number ("D-number") upon registration.

2.4 What requirements and restrictions apply to foreign players that wish to establish a business directly in your jurisdiction?

Foreign investors are generally welcome in Norway, and there are few major barriers to establishing a business directly, although certain procedural requirements do apply. Most entities must register with the Brønnøysund Register Centre, which administers the Register of Business Enterprises. For private limited liability companies (AS), at least half of the members of the board must be residents of Norway or within the EEA, unless exemptions are granted. Foreign shareholders are permitted, and there is no statutory requirement for local equity participation. However, specific industries, such as finance, energy, or fisheries, may be subject to additional licensing or ownership restrictions. Foreign entities may choose to set up either a local subsidiary (often as an AS) or a branch office (NUF), with each structure carrying different liability and reporting obligations. VAT registration is essential if the company conducts VATable activities, and compliance with Norwegian regulations on employment, data protection, and accounting must be observed. Overall, Norway maintains transparent rules that facilitate foreign engagement while safeguarding essential domestic interests.

2.5 What other opportunities, using people/entities not connected with the main person, are there to do business in your jurisdiction (eg, agency, resale); and what requirements and restrictions apply in this regard?

Businesses wishing to operate in Norway through third parties not directly tied to the main entity can do so via agency, distribution, or franchising arrangements, among other contractual routes. Agency relationships are governed by the Norwegian Agency Act, aligning with the EU Commercial Agents Directive, and typically involve an agent representing the principal's interests in negotiations or sales. Distribution arrangements, by contrast, see an independent distributor purchase goods for onward sale under its own name and at its own risk, generally governed by Norwegian contract law. Franchising is also widely used, wherein the franchisee operates under the franchisor's trademark and business model in exchange for fees and royalties. While Norwegian law does not provide a specific franchising statute, contractual terms must comply with general legal principles and competition regulations. Parties should carefully draft agreements to address issues such as termination, non-compete clauses, payment structures, and dispute resolution.

3 Directors and management

3.1 How is management typically organised in the different types of business structures in your jurisdiction?

In Norway, management structures vary based on the chosen legal entity and the corresponding requirements set out in the Companies Acts. Sole proprietorships (enkeltpersonforetak) are managed solely by the owner, who bears full decision-making power and unlimited liability. Partnerships (ANS/DA) typically distribute management responsibilities among the partners in accordance with their partnership agreement, though day-to-day management may be delegated to one partner if desired. Limited liability companies (aksjeselskap, AS) have a Board of Directors responsible for strategic oversight and governance, while the General Manager (if appointed) handles daily operations. Although smaller AS companies can operate without a formal CEO, the board remains principally accountable for compliance with relevant laws and regulations. In contrast, public limited liability companies (allmennaksjeselskap, ASA) face more stringent governance requirements, including the compulsory appointment of both a Board of Directors and a Chief Executive Officer. Larger companies may also be obliged to have an audit committee or other specialist committees to meet legal or corporate governance expectations. Depending on the size and sector, employee representatives might serve on the board to safeguard workforce interests, particularly in larger companies.

3.2 Is the establishment of specialist committees recommended or mandated for certain types of enterprises? If so, which areas should they cover?

Yes, certain kinds of specialist committees are either mandated or strongly recommended under Norwegian law and corporate governance best practices, particularly for larger enterprises or those listed on public markets. For public limited liability companies (ASA), the Norwegian Companies Act requires that companies exceeding specific thresholds establish an audit committee. This committee handles oversight of financial reporting, risk management, and internal controls, ensuring that the board and shareholders receive accurate and transparent financial information. In addition to the audit committee, Norwegian corporate governance guidelines encourage the implementation of other committees, such as nomination committees to handle board appointments, and remuneration committees to assess executive compensation packages. Although not strictly mandatory for all enterprises, many companies voluntarily adopt these structures to strengthen governance, enhance accountability, and better align management with shareholders' interests. In practice, the decision to establish a specialist committee depends on the company's size, listing status, complexity, and shareholder expectations. These committees operate under formal charters approved by the board, outlining their respective duties, scope, and reporting obligations.

3.3 Is the appointment of corporate directors permitted in your jurisdiction?

Under Norwegian law, directors generally must be natural persons rather than legal entities. The Companies Acts stipulate that individuals, rather than corporations or other organisations, may serve on the board of directors for Norwegian limited liability companies. This requirement reflects the principle that personal accountability and responsibility are fundamental to board service. Consequently, each director is expected to exercise independent judgment, fulfil fiduciary duties, and assume personal liability if the company faces legal or financial complications arising from negligence or breaches of duty.

This stance discourages the practice of appointing an entire corporate entity as a director, thereby making it easier for authorities, shareholders, and other stakeholders to hold specific individuals to account. While corporate directors are common in some other jurisdictions, Norway's approach maintains direct oversight and responsibility by natural persons who are aware of, and invested in, their duties and legal obligations.

3.4 What requirements and restrictions apply to the appointment of directors, in terms of factors such as number, residence, independence, diversity etc?

In Norway, director requirements vary depending on the corporate form and size of the enterprise. In a private limited liability company (aksjeselskap, AS), a single director will in most cases suffice, though larger companies typically require a board with multiple members. Public limited liability companies (allmennaksjeselskap, ASA) must have at least three directors and are subject to more stringent governance standards. Regarding residence, the majority of board members should reside within the European Economic Area (EEA), unless specific exemptions are granted.

Independence is not strictly mandated for all directors, although best practice guidelines recommend that public companies maintain a balanced board comprising both executive and non-executive members. For gender diversity, Norwegian law imposes quotas on boards of public limited companies to ensure that each gender holds at least 40% of board seats, promoting more equitable representation. Private companies are not uniformly under statutory gender quotas, but many voluntarily adopt diversity-enhancing policies. Overall, these requirements and restrictions promote fair representation, accountability, and compliance, reflecting Norway's commitment to responsible corporate governance.

3.5 How are directors selected, appointed and removed? Do any restrictions or recommendations apply to their tenure?

In Norway, directors are typically elected by a majority vote at the General Meeting of shareholders, reflecting the principle that ultimate control over the board lies with the company's owners. The Company's Articles of Association or internal regulations may include specific nomination procedures, sometimes handled by a dedicated nomination committee, particularly in larger or public companies. Once appointed, directors may serve for renewable one- or two-year terms, although some companies opt for indefinite tenures. Regardless of the length, directors owe continuous duties of care and loyalty, and they remain subject to shareholder oversight.

Removal can typically occur at any time by a resolution at a duly convened General Meeting, without the need to demonstrate cause. This empowers shareholders to replace underperforming or unsuitable directors promptly, maintaining accountability and ensuring the board's composition remains aligned with the company's strategic objectives. Some Norwegian companies also have employee-elected directors, adding an extra dimension to selection and removal processes. Although no formal statutory requirements limit non-employee directors' tenure, corporate governance guidelines encourage regular board evaluations to preserve independence and effectiveness.

3.6 What are the directors' primary roles and responsibilities, and how are these exercised?

Directors in Norwegian companies bear overarching responsibility for guiding the organisation's strategic direction and ensuring it adheres to legal obligations and ethical standards. Their duties stem from the Norwegian Companies Acts and include a fiduciary obligation to act in the best interests of the company and its shareholders. They must exercise informed judgment, demonstrate diligence in their decision-making, and maintain appropriate internal controls to oversee risk management. Directors also provide oversight of financial reporting, ensuring that accounts give a true and fair view of the company's affairs. In practice, these responsibilities are exercised collectively at board meetings, where directors debate policies, review potential investments or expansions, and continuously address compliance issues. While the board delegates day-to-day management to senior executives or a general manager, it retains ultimate accountability for corporate governance. If directors fail in their duties, they may face civil or criminal liability, underscoring the importance of active, attentive board service.

3.7 Are the roles of individual directors restricted? Is this common in practice?

In Norway, directors generally share collective responsibility for corporate decisions, meaning that all board members are jointly accountable for the performance and oversight of the company. There is no formal requirement for assigning specific portfolios (such as finance or marketing) to individual directors, although it does happen in practice. Instead, each director maintains an equal say in board-level discussions and votes, thereby fostering a collective decision-making environment. Nonetheless, it is not uncommon for certain directors to hold particular expertise—whether legal, financial, or industry-specific—and focus on these areas during board deliberations. These informal specialisations do not absolve other directors from their fiduciary obligations or legal responsibilities. Norwegian corporate governance guidelines encourage boards to leverage their members' diverse skill sets, so long as decisions remain collaborative. While no statutory rules strictly limit or define individual roles, the board may delineate tasks internally to ensure efficiency and clarity. Particularly in larger companies, audit or remuneration committees isolate certain functions to a smaller group, although each committee member still reports back to the full board, preventing an unwarranted delegation of accountability.

3.8 What are the legal duties of individual directors? To whom are these duties owed?

Under Norwegian law, directors owe fiduciary duties to the company, encompassing both a duty of care and a duty of loyalty. The duty of care requires directors to make informed decisions, exercise reasonable diligence, and remain vigilant about the company's operations, finances, and risks. They are expected to devote sufficient time to board responsibilities, keep abreast of the company's affairs, and seek expert advice whenever necessary. The duty of loyalty obliges directors to act in the company's best interests, put corporate goals above personal gain, and avoid conflicts of interest. In practice, this includes refraining from using confidential information for personal benefit or placing one's interests ahead of the company's stakeholders.

Although such duties primarily operate for the benefit of the company as a whole, they indirectly serve its shareholders by ensuring responsible governance and safeguarding corporate value. Directors must also consider the interests of creditors, particularly when the company faces financial distress. Failure to fulfil these duties may result in personal liability for damages and, in serious cases, potential criminal liability. Consequently, directors must continuously demonstrate integrity, due diligence, and genuine commitment to the company's long-term success.

3.9 To what civil and criminal liabilities are individual directors primarily potentially subject?

Under Norwegian law, directors may bear both civil and criminal liability if they breach their duties or fail to ensure compliance with relevant legislation. On the civil side, directors who act negligently or violate their fiduciary obligations can be held personally liable for damages incurred by the company or its stakeholders. For example, if a director's negligent decisions cause financial harm, the aggrieved party may seek compensation through civil proceedings. Additionally, directors could be susceptible to liability if they ignore warnings about the company's insolvency status and continue trading in a way that disadvantages creditors.

With regard to criminal liability, directors in Norway risk prosecution for offences such as fraud, corruption, misrepresentation of financial statements, and breaches of the Companies Act. The Norwegian Penal Code provides that individuals, including directors, can be punished if they intentionally or grossly negligently commit actions that harm the company or third parties. Penalties may include fines or imprisonment, depending on the severity of the wrongdoing. Directors are therefore expected to maintain robust oversight, ensure full compliance with statutory requirements, and act at all times in the best interests of the company and its stakeholders.

4 Shareholders/members

4.1 What requirements and restrictions apply to shareholders/members in your jurisdiction, in terms of factors such as age, bankruptcy status etc?

Shareholders (often referred to as members in partnership structures) in Norwegian companies are generally free from overly restrictive legal constraints regarding attributes such as age or bankruptcy status. The Norwegian Companies Acts do not stipulate a minimum age threshold for holding shares, meaning that minors can technically be shareholders. However, if a minor holds shares, those shares must be managed on the minor's behalf by a legal guardian, typically a parent or court-appointed representative. Moreover, being bankrupt does not by itself disqualify an individual from owning shares in a Norwegian company, but practical considerations may arise if the shares form part of the bankruptcy estate. As long as the bankrupt individual adheres to any obligations imposed by the bankruptcy process, they remain legally permitted to hold and transfer shares. In certain regulated industries—such as finance, energy, or telecommunications—ownership restrictions may apply for reasons of national security or public interest, but these constraints target the enterprise or its activities rather than shareholder attributes like age or bankruptcy status.

4.2 What rights do shareholders/members enjoy with regard to the company in which they have invested?

Shareholders in Norwegian companies enjoy a series of rights solidified by the Companies Acts and the overarching principle of protecting minority ownership interests. Chief among these is the right to vote at general meetings, where significant corporate decisions are made. By exercising voting power, shareholders can influence matters such as the appointment or removal of directors, approval of annual accounts, and major corporate transactions like mergers or acquisitions. They also have the right to receive dividends if the company resolves to distribute profits, though no guaranteed dividend exists. Furthermore, shareholders can participate in capital increases through pre-emptive rights, enabling them to maintain their proportional ownership when new shares are issued. Beyond these economic and voting entitlements, they have the right to request and receive particular information about the company's performance and outlook. Subject to certain statutory limitations designed to protect corporate confidentiality, this informational right allows them to make informed decisions regarding critical corporate developments. Additionally, shareholders in Norwegian companies have the right to call for extraordinary general meetings if they hold a sufficient percentage of the share capital, thereby ensuring a measure of accountability and responsiveness from directors and management.

4.3 How do shareholders/members exercise these rights? Do they have a right to call shareholders' meetings and, if so, in what circumstances?

Shareholders in Norwegian companies typically exercise their rights by participating in general meetings, where they can vote on significant decisions concerning the company. Voting can be carried out either in person or by proxy, enabling absentee owners to influence the outcome. The standard route for exercising these rights involves annual general meetings (AGMs), which must be held within six months of the financial year-end. However, shareholders can also request extraordinary general meetings (EGMs) if they collectively hold a sufficient percentage of the share capital; usually, the threshold is 10%. If these shareholders formally demand a meeting, the board of directors must comply within a reasonable timeframe, typically within two weeks.

At these meetings, shareholders can propose agenda items, question directors about corporate affairs, and vote on resolutions relating to issues such as dividends, board appointments, and significant transactions. If the board fails to convene the meeting as requested, shareholders may appeal to the Norwegian Register of Business Enterprises to compel it. By setting statutory minimum thresholds, Norwegian law helps protect minority interests while ensuring that such rights are exercised in a structured, transparent manner.

4.4 What influence can shareholders/members exert on the appointment and operations of the directors?

Shareholders in Norwegian companies have significant influence over the appointment, reappointment, and removal of directors. At general meetings, they vote to elect board members who, in turn, are responsible for the strategic oversight of the company. This voting right empowers shareholders to shape board composition and ensure that directors align with their vision for the company's growth and governance. If they are dissatisfied with the board's performance, shareholders can remove directors through a majority vote, usually without needing to demonstrate cause.

In public limited liability companies (allmennaksjeselskap, ASA), where corporate governance requirements are more stringent, shareholders may also influence board composition via nomination committees. These committees propose candidates deemed qualified and independent, thereby providing an additional layer of insight and scrutiny. Furthermore, at general meetings, shareholders have opportunities to voice concerns, approve or reject essential corporate actions, and assess directors' handling of significant transactions or business strategies. While Norwegian legal doctrine grants directors autonomy in day-to-day operations, persistent shareholder dissatisfaction can lead to changes in the board's composition, revised operational priorities, or more rigorous oversight. This balance ensures that directors remain accountable, even while retaining some discretion in managing ongoing corporate affairs.

4.5 What are the legal duties/responsibilities and potential liabilities, if any, of shareholders/members?

In Norway, shareholders generally have limited liability, meaning their financial risk is limited to their investment. They are protected from personal liability for corporate debts, except in cases of fraud or abuse of the corporate structure. While they don't have the same fiduciary duties as directors, shareholders must comply with statutory provisions and company bylaws, especially when voting or attending general meetings. They are prohibited from using majority power to harm minority interests. Shareholders also face responsibilities under securities laws, including insider trading and disclosure requirements. Illegal activities, like misleading creditors, could result in personal liability. Overall, while shareholders are mostly protected from liability, they must comply with legal obligations to avoid personal risk.

4.6 To what civil and criminal liabilities might individual shareholders/members be subject?

Shareholders in Norwegian companies typically enjoy limited liability, which confines their financial risk to the value of their shareholding. Nonetheless, civil or criminal liability can arise in special circumstances. On the civil side, courts may "pierce the corporate veil" and hold individual shareholders personally liable if they misuse the corporate form, for instance by mixing personal and company funds or engaging in other conduct that undermines the company's separate legal identity. They may also face claims if they deliberately vote or conspire to harm minority shareholders, contravening the Companies Acts' requirements for fair corporate governance. In criminal matters, shareholders could be prosecuted for offences like insider trading, where privileged information is used to buy or sell shares before the public has access to it. If the shareholder plays an active role in fraudulent schemes, money laundering, or other illicit activities conducted through the company, they too might face legal consequences. While Norway's legal framework primarily shields shareholders from direct liability, it also imposes penalties if that protection is abused in a manner violating statutes or defrauding the company's creditors.

4.7 Are there rules governing the issuance of further securities in a company? Do rights of pre-emption exist and, if so, how do they operate? Can they be circumvented? If so, how and to what extent?

In Norway, the issuance of new shares is governed by the Norwegian Companies Acts, which typically confer pre-emptive rights on existing shareholders. Under these rules, a company issuing further securities must first offer them to current shareholders in proportion to their existing holdings, enabling those shareholders to maintain their relative stake. If this initial subscription period expires without all shares being taken up, the remaining shares can be offered to new investors. A company may, in justified circumstances, override pre-emption rights by obtaining approval at the General Meeting to waive them. This requires the support of a qualified majority, usually requiring at least two-thirds of both the votes cast and the share capital represented at the meeting. Such a waiver must be carefully reasoned and may be subject to heightened scrutiny if challenged by minority shareholders, especially if the board attempts to issue shares at discount or to a favoured investor. Nonetheless, where sufficient shareholder support exists, the board can validly proceed with new share issues without extending the offer to all existing shareholders.

4.8 Are there any rules on the public disclosure of levels of shareholding and/or stake building?

Under Norwegian law, there are clear rules regarding the disclosure of significant shareholdings in listed companies. The Norwegian Securities Trading Act imposes reporting obligations when a shareholder's ownership surpasses certain thresholds of the total share capital or voting rights, typically set at 5%, 10%, 15%, 20%, 25%, one-third, 50%, two-thirds, and 90%. Once these thresholds are reached—whether increasing or decreasing—the shareholder must promptly notify both the company and the Oslo Stock Exchange. This requirement ensures transparency in the process of acquiring or reducing significant stakes, preventing investors from quietly building large positions. The disclosed information is made publicly available, allowing other market participants to be aware of critical ownership changes. While private companies face less stringent transparency requirements, the Companies Act still mandates certain notifications or updates in the Register of Business Enterprises in the event of significant share transfers. Overall, these regulations help foster investor confidence and support a transparent, well-functioning trading environment.

5 Operations

5.1 What are the main routes for obtaining working capital in your jurisdiction? What are the advantages and disadvantages of each?

In Norway, businesses commonly obtain working capital through bank financing, equity contributions, and alternative lending platforms. Traditional bank loans remain a popular choice due to their relatively predictable terms and established relationships with Norwegian banks. These loans often feature fixed or floating interest rates, making them accessible for companies with solid credit histories. However, strict lending criteria can pose challenges for newer or riskier ventures. Equity financing, either from private investors or by issuing additional shares, provides a way to raise capital without incurring debt obligations, but it may dilute existing shareholders' stakes and relinquish some control to new investors. Crowdfunding and peer-to-peer lending have also emerged as viable mechanisms for smaller or early-stage businesses seeking to bypass conventional banks. Although these sources can be more flexible and faster to set up, they often come at higher rates or involve complex legal documentation. Venture capital or private equity investments are yet another option, particularly for companies with high growth potential, even if they commonly include rigorous due diligence and require appointed board representation.

5.2 What are the main routes for the return of proceeds in your jurisdiction? What are the advantages and disadvantages of each?

In Norway, companies can return funds to shareholders through dividends, share buybacks, or capital reductions. Dividends are the most common method, distributing a portion of profits after directors assess solvency and recommend the payout at the General Meeting. Share buybacks allow the company to repurchase its own shares, increasing remaining shareholders' ownership but reducing liquidity. Capital reduction involves lowering the company's share capital and repaying shareholders, typically requiring a qualified majority vote and registration with the Brønnøysund Register Centre. While offering flexibility, frequent capital reductions could raise concerns among creditors and signal a lack of long-term growth focus.

5.3 What requirements and restrictions apply to foreign direct investment in your jurisdiction?

Norway generally welcomes foreign direct investment (FDI) with few restrictions. Foreign investors have the same rights as domestic ones, though some sectors, such as finance and energy, face additional scrutiny. For example, acquiring over one-third of a financial institution's shares requires approval from the Ministry of Finance, and the energy sector has restrictions to protect national resources. The 2019 Security Act allows the government to block investments threatening national security. Otherwise, investors must comply with standard corporate regulations, including registration, and be aware of potential tax treaty implications on dividend repatriation.

5.4 What exchange control requirements apply in your jurisdiction?

Norway has a liberal approach to foreign exchange, with no strict controls on the movement of funds into or out of the country. Individuals and businesses can freely convert Norwegian krone (NOK) into other currencies and engage in cross-border transactions without special approval, in line with the European Economic Area (EEA) commitments. However, financial institutions must comply with anti-money laundering (AML) and counter-terrorism financing (CTF) regulations, including know-your-customer (KYC) and reporting suspicious transactions to the Financial Intelligence Unit (FIU). Certain transactions may also trigger disclosure obligations to the Norwegian Tax Administration. Despite these requirements, there are minimal restrictions on currency and capital flows.

5.5 What role do stakeholders such as employees, pensioners, creditors, customers and suppliers play in shaping business operations in your jurisdiction? What other influence can they exert on an enterprise?

In Norway, stakeholders like employees, creditors, pensioners, customers, and suppliers play an influential role in shaping business operations. Employees, protected under the Working Environment Act, can elect representatives to the Board of Directors, affecting decisions on working conditions, strategy, and long-term goals. Creditors influence businesses by monitoring repayments and may initiate insolvency if obligations are unmet. Pensioners, often involved through collective pension schemes, encourage companies to maintain strong pension funds and transparent reporting. Customers shape business practices by driving demand and market trends, while suppliers negotiate favorable terms and ethical standards. Norway's culture of collective bargaining and social dialogue encourages stakeholder engagement, ensuring companies respect legal mandates, collective agreements, and foster stable, inclusive relationships for business success.

5.6 What key concerns and considerations should be borne in mind with regard to general business operations in your jurisdiction?

When operating a business in Norway, key considerations include the strong regulatory environment, comprehensive labor laws, and high levels of transparency. Businesses must comply with strict taxation rules, including VAT and corporate income tax, and maintain transparent financial records. Labour laws offer substantial employee protections, and engaging with workers' representatives is important for fostering trust and good workplace culture. Environmental sustainability is increasingly emphasized, with additional reporting requirements for operations impacting sensitive ecosystems. Data protection laws, such as GDPR, must be followed to secure personal information. Corporate governance is also crucial, reflecting Norway's culture of openness and accountability in business operations.

6 Accounting reporting

6.1 What primary accounting reporting obligations apply in your jurisdiction?

In Norway, companies must comply with the Norwegian Accounting Act (Regnskapsloven), which mandates the preparation and filing of annual financial statements. Businesses must follow Norwegian Generally Accepted Accounting Principles (NGAAP) or, for publicly listed companies, International Financial Reporting Standards (IFRS). The Accounting Act also sets deadlines for filing accounts with the Brønnøysund Register Centre, ensuring transparency. Companies exceeding certain size thresholds, such as public entities, usually require an audit by a certified public accountant and may need to produce consolidated financial statements. Non-compliance can result in penalties or forced dissolution.

6.2 What role do the directors play in this regard?

In Norway, the directors bear ultimate responsibility for ensuring that the company meets its accounting and reporting obligations under the Norwegian Accounting Act. They must establish and maintain appropriate internal control systems, ensuring that the financial records accurately reflect the firm's activities and transactions. Although day-to-day bookkeeping may be delegated to financial staff or external service providers, the board is expected to exercise sufficient oversight to confirm that accounts are prepared in accordance with Norwegian Generally Accepted Accounting Principles (NGAAP) or International Financial Reporting Standards (IFRS), as applicable. Directors also oversee the timely submission of financial statements to the Brønnøysund Register Centre and ensure that any required audit is carried out by a certified public accountant. If directors fail to ensure compliance, they could face legal liability and reputational damage, as Norwegian authorities maintain strict enforcement of reporting standards. Ultimately, this emphasis on board-level accountability fosters transparency and instils confidence among shareholders, creditors, and other stakeholders.

6.3 What role do accountants and auditors play in this regard?

Accountants and auditors each play distinct yet complementary roles in ensuring transparent and reliable financial reporting in Norway. Accountants, often operating within the business or working for external accounting firms, handle day-to-day bookkeeping, preparation of financial statements, and compliance with relevant accounting standards. They record and classify transactions in line with Norwegian Generally Accepted Accounting Principles (NGAAP) or International Financial Reporting Standards (IFRS), depending on the company's requirements. Their work underpins the accuracy of the annual accounts and serves as a basis for managerial decisions. Auditors, on the other hand, provide an independent review of the financial statements. In registered entities that exceed certain thresholds, a certified public accountant must conduct a statutory audit to verify that statements fairly represent the company's financial position, in accordance with applicable rules. This independent verification not only bolsters stakeholder confidence but also serves as a key safeguard against mismanagement or fraudulent practices.

6.4 What key concerns and considerations should be borne in mind with regard to accounting reporting in your jurisdiction?

Ensuring compliance with Norwegian accounting standards demands close attention to both statutory obligations and practical considerations. Most companies in Norway follow Norwegian Generally Accepted Accounting Principles (NGAAP), while publicly listed entities adhere to International Financial Reporting Standards (IFRS). In either case, businesses must maintain up-to-date financial records that accurately depict their assets, liabilities, income, and expenses. Delayed or inaccurate filings can incur regulatory scrutiny and potentially lead to fines or forced dissolution if not promptly rectified. Timely submission to the Brønnøysund Register Centre is mandatory, and failing to meet deadlines undermines transparency, which is a core principle underpinning Norway's corporate environment. Beyond the legal requirements, many companies integrate sustainability reporting, reflecting evolving stakeholder expectations around responsible business practices. Auditors, where required, must independently confirm that the company's financial statements align with local or global standards, which both reinforces credibility and deters fraud. Directors remain ultimately accountable for the content and presentation of financial reports, meaning that effective internal controls and solid governance processes are paramount for preserving stakeholder trust in a highly transparent and regulated environment.

7 Executive performance and compensation

7.1 How is executive compensation regulated in your jurisdiction?

Executive compensation in Norway is regulated through statutory provisions and best-practice guidelines, particularly for public limited companies (ASA). The Norwegian Public Limited Liability Companies Act requires listed companies to present a remuneration policy for executives and board members, subject to a shareholder vote at the General Meeting. This ensures transparency and shareholder involvement. Norwegian corporate governance standards, like the Norwegian Code of Practice, emphasize aligning compensation with the company's long-term goals and risk profile, promoting a balance between salary, bonuses, and incentives. Any deviations from these guidelines must be justified in public reporting, ensuring accountability.

7.2 How is executive compensation determined? Do any disclosure requirements apply?

Executive compensation in Norway is typically determined by the Board of Directors or a remuneration committee, considering factors like the executive's responsibilities, market benchmarks, and company performance. Shareholders influence the process through voting on remuneration guidelines at the General Meeting for listed companies.

Regarding disclosure, listed companies must publish a remuneration report, explaining how executive pay aligns with guidelines and detailing any deviations from the governance code. This report is subject to a shareholder advisory vote. Additionally, the Norwegian Code of Practice encourages transparency on remuneration components, pension obligations, and termination agreements, promoting trust among stakeholders.

7.3 How is executive performance monitored and managed?

In Norwegian companies, the Board of Directors is primarily responsible for monitoring and managing executive performance. They set clear objectives aligned with the company's long-term strategy, using measurable indicators like financial targets, market goals, or sustainability metrics. Larger companies may have a remuneration committee to focus on performance reviews and recommend compensation adjustments.

Shareholders also play a role through advisory votes at General Meetings and by reviewing company results. Corporate governance guidelines promote transparency in performance-linked compensation. If performance lags, the board can adjust incentives or replace executives to protect the company's interests.

7.4 What key concerns and considerations should be borne in mind with regard to executive performance and compensation in your jurisdiction?

In Norway, executive performance and compensation are regulated by high standards of corporate governance. Public limited liability companies (ASA) must disclose executive pay structures and allow shareholder input through the General Meeting. Boards and remuneration committees need to ensure that compensation aligns with long-term company goals and risk profiles, avoiding overreliance on short-term metrics that could encourage excessive risk-taking. There's also increasing focus on environmental, social, and governance (ESG) factors when assessing performance. Norwegian guidelines encourage using diverse performance indicators to promote sustainability. Boards must carefully manage executive compensation to avoid backlash, as poorly structured pay can harm the company's reputation.

8 Employment

8.1 What is the applicable employment regime in your jurisdiction and what are its key features?

In Norway, employment is mainly governed by the Working Environment Act, which ensures safe, fair, and stable workplaces. Key features include strong protection against unjust dismissal, requiring employers to justify terminations. Employees are entitled to agreed wages, regulated working hours, paid annual leave, and robust health and safety standards. Collective bargaining is common, with unions negotiating sector-wide agreements on pay and benefits. Anti-discrimination laws cover various grounds, and employees have rights to sick pay and parental leave. Violations of the Act can lead to legal penalties or compensation. The system aims to balance workers' rights with employer interests, fostering transparent and fair work conditions.

8.2 Are trade unions or other types of employee representation recognised in your jurisdiction?

Trade unions are widely recognized in Norway, with around half of the workforce being union members. Unions have legal protection under the Working Environment Act and negotiate collective agreements on wages, working hours, and employment conditions. Collective bargaining happens at both national and company levels, often with industry-wide agreements setting minimum standards. In addition to unions, works councils in larger companies facilitate communication between management and workers. Employees in companies with over 30 staff can elect representatives to the board of directors, ensuring their participation in governance. This system fosters collaborative industrial relations, balancing worker rights and business flexibility.

8.3 How are dismissals, both individual and collective, governed in your jurisdiction? What is the process for effecting dismissals?

Dismissals in Norway are regulated by the Working Environment Act, which offers strong protections for employees. Employers must have a valid reason, such as economic redundancy or misconduct, to terminate an employment contract. For individual dismissals, written notice must be provided, outlining the reasons for dismissal and informing the employee of their right to challenge the decision. If a dispute arises, mediation or legal action can be pursued. For collective redundancies (10 or more employees within 30 days), the employer must consult with employee representatives, explore alternatives to reduce layoffs, and notify the Norwegian Labour and Welfare Administration (NAV). Non-compliance with these requirements can result in invalid dismissals and potential compensation or reinstatement for employees. The process aims to balance the employer's need for workforce adjustments with employees' rights.

8.4 How can specialist talent be attracted from overseas where necessary?

Norway is open to attracting specialist talent from overseas, with different processes depending on the worker's nationality. Citizens of the EU/EEA have free movement rights and can move to Norway without prior approval. For non-EEA nationals, employers can apply for a Skilled Worker Permit through the Norwegian Directorate of Immigration (UDI). This requires proof of specialist expertise, relevant qualifications, and a salary meeting minimum thresholds. Employers must also ensure compliance with Norway's labour laws.

Foreign workers are drawn to Norway's competitive salaries, strong worker protections, and high quality of life. Once granted a work permit, employees can renew their status and bring family members under family reunification provisions. Over time, foreign employees can apply for permanent residence, fostering long-term professional and personal ties to Norway.

8.5 What key concerns and considerations should be borne in mind with regard to employment in your jurisdiction?

When operating in Norway, employers should be mindful of the country's strong labour protections under the Working Environment Act, which covers dismissals, working hours, and workplace safety. Employment conditions are often shaped by collective bargaining, resulting in higher costs for employers due to social insurance contributions and mandatory holiday pay. However, this system fosters a skilled, stable workforce and solid industrial relations, which can enhance long-term business success. Employers must also comply with anti-discrimination laws, as violations can lead to legal consequences. While there are pathways for recruiting foreign specialists, companies must meet strict immigration requirements through the Norwegian Directorate of Immigration (UDI). In general, businesses that engage with unions, offer competitive compensation, and maintain a safe and inclusive environment are more likely to retain talent and succeed in the Norwegian market.

9 Tax

9.1 What is the applicable tax regime in your jurisdiction and what are its key features?

Norway's tax regime is characterised by comparatively high levels of transparency and a progressive structure. Corporate profits are generally taxed at a rate of 22 percent and must be reported through annual returns. Additional taxation can apply to petroleum and hydroelectric activities, reflecting Norway's focus on controlling resource-derived revenues. On the personal side, residents pay income tax at graduated rates that include bracket tax (trinnskatt), ensuring higher earners are taxed proportionally more. In most cases, foreign can benefit from the PAYE-scheme ("Pay As You Earn"), with a default fixed tax rate of 25 percent. The country also levies a net wealth tax, which is divided between municipal and state components, although thresholds and rates can vary from year to year. Employers must account for social security contributions (arbeidsgiveravgift) based on their location, as Norway has regionally differentiated rates to promote business activity in certain areas. Value-added tax (VAT) is charged at a standard rate of 25 percent on most goods and services, with certain reduced rates applied to items like food and passenger transport. Norwegian tax authorities emphasize rigorous documentation, cross-border compliance, and adherence to international exchange of information standards. This robust system seeks to strike a balance between generating government revenue, maintaining a strong welfare state, and creating a stable environment for businesses.

9.2 What taxes apply to capital inflows and outflows?

Norway does not impose any special taxes on incoming capital, such as contributions made by foreign investors when establishing or capitalising a Norwegian entity. Once profits are generated, however, outbound payments may trigger tax obligations. Dividends paid by Norwegian companies to non-resident shareholders typically incur a 25% withholding tax, although many double taxation treaties reduce this rate. Where the shareholder is established within the European Economic Area (EEA) and meets certain substance requirements, that rate can often be eliminated. By contrast, there is currently no general Norwegian withholding tax on interest or royalty payments under most circumstances, although recent legislative developments have introduced withholding tax on certain interest and royalty payments from Norway to low-tax jurisdictions. Turning to individual taxpayers, Norway may apply an exit tax if a person ceases to be tax resident, capturing unrealised capital gains accrued during residency. Companies themselves typically do not face an exit tax on relocating assets or shifting operations abroad, provided the relevant corporate restructuring rules are followed. Overall, Norway's framework for capital movements is relatively liberal, with the main consideration being the taxation of profit remittances and ensuring compliance with withholding tax and anti-avoidance rules.

9.3 What key exemptions and incentives are available to encourage enterprises to do business in your jurisdiction?

Norway offers a number of incentives designed to support enterprise and innovation, most notably the SkatteFUNN R&D tax credit scheme. SkatteFUNN allows businesses engaged in qualifying research and development activities to claim a percentage of their R&D costs as a credit against income tax, boosting high-value innovation while reducing overall tax burdens. Companies in the shipping sector can also benefit from a specialised tonnage tax regime, which bases corporate taxation on the vessel's tonnage rather than its profit, thereby promoting the maritime industry. Additionally, employer social security contributions may be lower in districts designated for regional aid, aimed at fostering job creation and economic development outside major urban centres. Many Norwegian start-ups and growth companies also seek grants, loans, or co-funding from entities such as Innovation Norway, which supports entrepreneurship, technology commercialisation, and export-oriented projects. Finally, numerous double taxation treaties and a stable legal environment further bolster Norway's appeal as a jurisdiction for foreign investors, ensuring that companies can operate under predictable rules with minimal exposure to double taxation.

9.4 What key concerns and considerations should be borne in mind with regard to tax in your jurisdiction?

Businesses operating in Norway should be mindful of thorough tax compliance and transparent record-keeping, as the tax authorities rigorously enforce both direct and indirect tax obligations. The corporate income tax rate stands at 22 percent, which is largely stable, but particular industries like petroleum or hydroelectric production may face surcharges or special regimes. Many double taxation treaties mitigate withholding tax on dividends, though businesses must confirm they meet treaty requirements. Norway periodically introduces legislative adjustments, such as withholding tax on interest or royalties paid to low-tax jurisdictions, highlighting the need to stay current with legislative changes. Transfer pricing rules mandate that transactions between related parties reflect arm's-length principles, and the authorities may require documentation to justify whether these criteria are met. VAT obligations are equally significant, with a standard rate of 25 percent applying to most goods and services and reduced rates for areas like food and passenger transport. In practice, accurate categorisation of supplies is crucial to avoid penalties. Overall, Norway's tax system rewards transparency, compliance, and proactive preparation, reinforcing a broader culture of accountability that underpins the country's reputation as a stable, investor-friendly destination.

10 M&A

10.1 What provisions govern mergers and acquisitions in your jurisdiction and what are their key features?

Mergers and acquisitions in Norway are mainly governed by the Norwegian Companies Acts—the Private Limited Liability Companies Act (for AS) and the Public Limited Liability Companies Act (for ASA)—as well as the Norwegian Competition Act, supplemented by regulations specific to capital markets and listed companies under the Norwegian Securities Trading Act. In essence, these frameworks outline how corporate reorganisations, share or asset purchases, and public offers must be structured and approved. They also ensure that relevant stakeholders, such as shareholders, creditors, and regulatory authorities, remain informed and protected throughout the transaction process.

Where a merger is undertaken by two or more Norwegian companies, the board of each entity is required to prepare a joint merger plan that describes the proposed exchange ratio, the effects on share capital, and other corporate details. Once approved by the boards, the plan must be presented to the shareholders for adoption. Shareholder approval thresholds typically require at least two-thirds of both votes cast and the share capital represented at the meeting. Afterwards, the merger must be notified to the Register of Business Enterprises and is subject to a creditor notice period, during which creditors can lodge objections if their interests would be jeopardised.

Where acquisitions involve the purchase of shares, Norwegian law ensures that the parties freely negotiate the terms, subject to compliance with corporate governance and disclosure standards. If the target is publicly listed, additional obligations under the Norwegian Securities Trading Act apply. Mandatory offer rules may be triggered if an acquirer exceeds certain ownership thresholds—generally one-third of the voting rights—requiring a formal takeover offer to all remaining shareholders at an equitable share price. During a public offer process, the bidder must prepare an offer document detailing key elements such as price, funding sources, and conditions precedent, which must be reviewed and approved by the Oslo Stock Exchange or the Financial Supervisory Authority.

Regarding antitrust clearance, the Norwegian Competition Act provides that mergers or acquisitions exceeding specific turnover thresholds must be notified to the Norwegian Competition Authority. If the parties' combined turnover in Norway exceeds the relevant requirements, the authority can review and potentially impose remedies or, in rare circumstances, prohibit the transaction if the deal would substantially lessen competition. For large cross-border transactions, EEA competition rules may also apply, possibly triggering parallel or coordinated scrutiny by the EFTA Surveillance Authority or the European Commission.

Taken together, these provisions reflect Norway's emphasis on thorough transparency and stakeholder protection. The system balances corporate flexibility with the need to safeguard creditors, minority shareholders, and market competition, ensuring that M&A activity proceeds within a clear, legally rigorous framework.

10.2 How are mergers and acquisitions regulated from a competition perspective in your jurisdiction?

From a competition perspective, mergers and acquisitions in Norway are governed primarily by the Norwegian Competition Act, overseen by the Norwegian Competition Authority (Konkurransetilsynet). Any transaction that meets or exceeds specified turnover thresholds must be notified to the Authority prior to completion. The relevant thresholds look at the parties' combined turnover in Norway, and, if they exceed these levels, a mandatory filing is required well before the deal is finalised. If the Norwegian Competition Authority considers that the proposed transaction could significantly restrict competition—by creating or strengthening a dominant position, for instance—it has the power to impose remedies (such as divestments of certain business units) or, in extreme cases, prohibit the transaction entirely.

While most reviews remain confined to domestic considerations, deals that exceed broader European Economic Area (EEA) turnover thresholds may also trigger parallel or coordinated scrutiny by the European Commission or EFTA Surveillance Authority, depending on whether the merger falls within the Commission's competence under the EU Merger Regulation. Regardless of whether the transaction is reviewed at the Norwegian or European level, competition authorities typically assess factors such as market share, barriers to entry, and potential impact on consumer prices or innovation. During these assessments, the parties have the opportunity to propose commitments that could address any anti-competitive concerns while allowing the transaction to proceed.

10.3 How are mergers and acquisitions regulated from an employment perspective in your jurisdiction?

From an employment perspective, mergers and acquisitions in Norway are primarily governed by the Working Environment Act and related regulations, with a focus on safeguarding employees' rights while allowing businesses to restructure. The Act incorporates the general principles of the EU's Transfer of Undertakings (Protection of Employment) rules, ensuring that employees retain their existing terms and conditions if their employer merges with or is acquired by another entity. This means an incoming transferee inherits employment contracts, collective bargaining agreements, and associated risks linked to the workforce.

Additionally, if a merger or acquisition constitutes a "transfer of undertaking" under Norwegian law, it triggers a duty to inform and consult with employee representatives or trade unions. Companies must provide details on the projected impact of the transaction on staffing levels, working conditions, and rehiring prospects. In larger entities, where employees enjoy representation on the Board of Directors, such directors can ask for clarity on how the deal affects the workforce. Although the Working Environment Act recognises economic or organisational restructuring as a potential lawful basis for redundancies, dismissals must nevertheless follow strict procedures. Employers must explore possible redeployment measures, observe statutory notice periods, and afford employees due process, including consultations with trade unions if collective redundancies are likely. Overall, Norwegian law strives to strike a balance between enabling corporate restructuring and preserving the core rights of employees throughout the M&A process.

10.4 What key concerns and considerations should be borne in mind with regard to M&A activity in your jurisdiction?

When undertaking M&A transactions in Norway, parties should be mindful of multiple overlapping legal, commercial, and cultural considerations. Foremost among these is the need to comply with the Norwegian Companies Acts when structuring any share or asset purchase, as well as with the Norwegian Competition Act for transactions that exceed designated turnover thresholds, ensuring that mergers which could substantially reduce competition are either blocked or subject to remedial measures. These statutory obligations often require detailed disclosure throughout the process, from the due diligence phase through to regulatory filings.

Publicly listed targets invoke additional obligations under Norwegian securities law, including the possibility of mandatory offers if an acquirer surpasses certain voting-right thresholds, as well as possible scrutiny by the Oslo Stock Exchange or the Financial Supervisory Authority. Stakeholder engagement is also critical. Boards must be able to demonstrate that any recommended deal benefits shareholders collectively and does not unfairly disadvantage minority interests. Depending on the size and structure of the company, employee representatives may have board seats or enjoy other participation rights, making clear communication around workforce impact and post-merger integration a top priority.

Cultural and reputational dimensions likewise play a key role. Norway places heavy emphasis on transparency, sustainability, and socially responsible business practices, which can influence how the public and stakeholders perceive large corporate combinations. Parties should ensure that financial, environmental, and social due diligence is properly conducted to prevent surprises and to help satisfy both regulatory bodies and broader stakeholder groups. Finally, buyers need to consider post-merger integration and governance structures. Smoothly consolidating operations and aligning corporate cultures can be as important as completing the legal aspects of the deal, since a cohesive post-merger environment can significantly influence long-term profitability and reputation.

11 Financial crime

11.1 What provisions govern money laundering and other forms of financial crime in your jurisdiction?

Money laundering and financial crime in Norway are chiefly addressed by the Norwegian Money Laundering Act (Lov om tiltak mot hvitvasking og terrorfinansiering) and the associated Money Laundering Regulations, which implement the European Union's anti-money laundering directives into Norwegian law through the country's European Economic Area commitments. Institutions such as banks, insurers, payment service providers, and lawyers fall within the scope of this legislation, necessitating stringent customer due diligence (CDD), ongoing monitoring of client transactions, and prompt reporting of suspicions to the Financial Intelligence Unit (ØKOKRIM).

While the Money Laundering Act prescribes preventive measures and reporting protocols, the Norwegian Penal Code deals with criminal penalties concerning money laundering and financial crimes. It defines money laundering as dealing with assets derived from criminal activities in a manner that conceals their illegal origin. Individuals or entities engaging in such activities can face fines or imprisonment, depending on the magnitude and seriousness of the offence. The Financial Supervisory Authority of Norway (Finanstilsynet) oversees compliance by regulated entities, conducting audits and inspections to verify that procedures and internal controls meet statutory requirements. Criminal investigations, meanwhile, fall under the remit of ØKOKRIM, which plays a key role in prosecuting complex financial crimes.

The Norwegian AML framework emphasises risk-based compliance: institutions must regularly assess potential vulnerabilities and tailor their internal policies accordingly, particularly if operating in high-risk sectors or jurisdictions. They must also ensure that staff are trained to recognise red flags and follow mandatory reporting channels for suspicious activity. Non-compliance or inadequate internal routines can lead to sanctions, including fines, withdrawal of licences, or criminal liability for both the individual and the institution. Through this multi-pronged approach—coupling preventive measures with robust enforcement—Norway aims to curtail and penalise illicit financial activity while upholding its international obligations.

11.2 What key concerns and considerations should be borne in mind with regard to the prevention of financial crime in your jurisdiction?

Preventing financial crime in Norway requires institutions to cultivate a robust compliance culture, particularly as the legal framework imposes detailed obligations for identifying and reporting suspicious activities. Companies and financial institutions must develop risk-based policies tailored to their sector and customer profile, taking into account that certain transactions, jurisdictions, or client characteristics may signal heightened exposure to money laundering or terrorist financing. Internal controls are expected to be comprehensive and regularly updated, ensuring that staff remain vigilant and knowledgeable about changing regulatory requirements and typologies of financial crime.

Prompt and correct reporting of suspicions to the Financial Intelligence Unit (ØKOKRIM) is critical. Institutions that fail to recognise or disclose red flags face not only reputational consequences but also potential criminal or administrative penalties, including fines and licence revocation. Additionally, the Financial Supervisory Authority of Norway (Finanstilsynet) conducts periodic inspections and can impose sanctions if firms fail to adhere to the Money Laundering Act's preventive measures. Senior management bears ultimate responsibility for ensuring that anti-money laundering protocols and procedures are embedded in day-to-day operations. Ongoing training of both front-line and compliance staff is equally essential, as regulators expect financial institutions to demonstrate that employees understand how to apply customer due diligence, monitor transactions, and detect any patterns indicative of illicit activity.

Norway's AML regime also interacts closely with international initiatives, implementing European Union AML directives through the European Economic Area framework. As a result, companies must stay abreast of global practices, sanctions regimes, and continuous developments in best practice. Effective corporate governance and transparent record-keeping can further protect against allegations of inadequate oversight, while also contributing to the country's broader reputation for integrity in business. Ultimately, thorough compliance with the Norwegian money laundering laws and associated regulations helps firms avoid severe enforcement measures and positions them as trustworthy participants in both domestic and cross-border markets.

12 Audits and auditors

12.1 When is an audit required in your jurisdiction? What exemptions from the auditing requirements apply?

Under Norway's Accounting Act, most companies are required to conduct statutory audits of their annual financial statements to confirm that they present a true and fair view of the entity's financial condition. Public limited liability companies (ASA) and other businesses surpassing certain thresholds must appoint a certified public accountant (statsautorisert revisor) or a registered public accountant (registrert revisor), depending on which category the entity falls into. The key thresholds are set out in legislation, and if a private limited liability company (AS) remains below them—specifically in terms of annual turnover, total assets, and number of employees—it may choose to forego an auditor if it adheres to other statutory conditions. Currently, an AS may opt out of a statutory audit if, for two consecutive accounting years, it has operating revenues of NOK 7 million or less, a balance sheet total below NOK 27 million, and no more than an average of ten full-time employees.

Companies above any of these limits must perform a statutory audit, and certain sectors (such as financial services or publicly listed entities) are obliged to be audited regardless of size. Entities that qualify for the exemption must pass a formal resolution at the general meeting confirming the opt-out. Nonetheless, some small companies voluntarily maintain an auditor even when not strictly required, as doing so can enhance credibility with creditors, business partners, and potential investors. If a company later exceeds the exemption thresholds, it must again appoint an auditor and observe the full audit requirement.

12.2 What rules relate to the appointment, tenure and removal of auditors in your jurisdiction?

Under Norwegian law, the appointment, tenure, and removal of auditors are principally governed by the Norwegian Auditors Act (Revisorloven) and relevant provisions in the Norwegian Companies Acts. The general meeting of shareholders (or members) normally appoints the auditor, often upon recommendation from the board of directors or, in some cases, a nomination committee. Once appointed, the auditor typically serves until a subsequent appointment is made or until the general meeting decides to dismiss or replace them. Publicly listed entities may be subject to additional regulations, such as rotation requirements that set limits on consecutive terms.

The auditor may resign if circumstances arise that compromise their independence or if other valid grounds exist. Similarly, the general meeting may remove an auditor at any time, but must do so in accordance with proper corporate formalities. Norwegian law obliges the company to promptly notify the Register of Business Enterprises when the auditor is appointed, removed, or resigns. In practice, boards and shareholders are expected to ensure that any change of auditor does not undermine the integrity of financial reporting or impede access to historical records. This balanced framework allows companies flexibility in selecting their auditors, while maintaining a prudent degree of oversight to safeguard the reliability of annual financial statements.

12.3 Are there any rules or recommendations that limit the scope of services as regards the provision of non-audit services by an auditor?

Norwegian legislation, particularly the Auditors Act (Revisorloven) and accompanying regulations, restricts the scope of non-audit services that auditors can provide in order to safeguard their independence. These rules closely follow the broader European Union framework, which Norway incorporates through its obligations under the European Economic Area (EEA) Agreement. In practice, an auditor who provides the statutory audit for a business is prohibited from offering certain advisory services where that work could compromise—or appear to compromise—the auditor's impartiality or professional scepticism.

Among the restricted areas are bookkeeping for the audit client, certain internal audit engagements, direct participation in the management or decision-making of the client, and certain tax advisory or valuation services that could cast doubt on the auditor's objectivity. The level of restriction also depends on whether the client is deemed a public interest entity (PIE), such as a listed company or financial institution. In these cases, both Norwegian law and EU-driven regulation impose tighter restrictions and, in some instances, stricter rotation requirements. When permitted, non-audit services must be approved by the company's audit committee or equivalent governance body, and the auditor is required to record and disclose any such engagements to evidence compliance with independence rules.

Norway's Code of Practice for Corporate Governance aligns with these requirements, advising boards and audit committees to keep close check on the nature and extent of all non-audit services an auditor render. In this way, Norwegian corporate and auditing rules combine clear statutory prohibitions, transparency mechanisms, and professional ethics standards to maintain public confidence in the integrity of audited financial statements.

12.4 Are there any rules or recommendations which cap the remuneration of an auditor as regards payment for the provision of non-audit services?

In Norway, there is no universal statutory cap on the fees an auditor may receive for providing non-audit services (NAS) to a client. However, where the client is classified as a public interest entity (PIE)—for example, a listed company or certain financial institutions—EU-driven rules introduced through Norway's European Economic Area (EEA) commitments do impose additional restrictions. These rules, which form part of the EU Audit Regulation, set a 70% cap on NAS fees that the external auditor can earn relative to the average audit fees paid over the preceding three-year period. The restriction aims to preserve the auditor's independence by preventing excessive reliance on non-audit fee income from the same client.

Although there is no equivalent explicit cap for non-PIE companies, Norwegian law—in line with broader European norms—still requires auditors to remain demonstrably independent. The Auditors Act (Revisorloven) obliges audit firms to assess and document whether any non-audit engagements could jeopardise their impartiality. In addition, boards or audit committees in many Norwegian companies voluntarily monitor and limit non-audit fees to avert conflicts of interest and to meet stakeholder expectations of independence. This multi-tiered approach ensures that while there is no across-the-board numeric fee limit on non-audit services, auditors are generally constrained by both formal regulation and strong

13 Termination of activities

13.1 What are the main routes for terminating business activities in your jurisdiction? What are the advantages and disadvantages of each?

In Norway, businesses may cease trading and deregister by means of voluntary dissolution, compulsory liquidation (often via bankruptcy proceedings), or administrative striking off. Each route involves distinct legal procedures and carries different implications for shareholders, creditors, and directors.

Voluntary Dissolution. This approach begins with a resolution of the General Meeting to wind up the company. The board then appoints a liquidator or liquidation board, which settles the company's liabilities, disposes of any remaining assets, and distributes the net proceeds to shareholders. The process includes notifying creditors and allowing time for claims to be registered. Finally, once liquidation is complete, the company is formally removed from the Register of Business Enterprises. The advantage of voluntary dissolution is that the owners retain control over the winding-up process and can choose the timing. However, the procedure can be time-intensive, and any missteps in discharging liabilities or notifying creditors may expose directors to personal liability.

Compulsory Liquidation and Bankruptcy. If a company is insolvent and unable to pay its debts as they fall due, the board must file for bankruptcy before the courts. The bankruptcy court appoints an official trustee to realise the company's assets and distribute proceeds among creditors in an orderly manner. This process protects the directors from accusations of wrongful trading, so long as they act quickly and in good faith once insolvency becomes apparent. The advantage of bankruptcy proceedings is the structured, court-supervised environment that ensures creditors' claims are treated consistently. Yet, directors and owners lose control once the case is before the court, and the public nature of bankruptcy often carries reputational consequences for all involved.

Administrative Striking Off. In rare circumstances where a company no longer meets its basic statutory obligations (for instance, by persistently failing to file annual accounts), the Register of Business Enterprises may have the company struck off administratively. While striking off can be an expedient, cost-free way to remove a dormant or non-compliant entity, it is not generally seen as a best practice and does not systematically address outstanding liabilities or creditor claims. Moreover, directors can remain personally accountable for unresolved obligations. This route thus offers minimal control for owners and poses potential risks if creditors later challenge the striking-off in court.

Each method's suitability depends on the company's financial status, control preferences, and the need to settle outstanding liabilities properly. Whether the process is steered voluntarily by shareholders or carried out under court supervision, the overarching Norwegian policy ensures transparency and fairness to creditors and protects directors who act responsibly in winding up the business.

13.2 What key concerns and considerations should be borne in mind with regard to the termination of business activities in your jurisdiction?

When terminating business activities in Norway, it is vital to follow statutory procedures diligently and remain mindful of director liabilities, especially if the company is insolvent. Directors must be aware of their duty to file for bankruptcy without undue delay whenever it becomes clear that outstanding liabilities cannot be met. Failure to comply can expose directors to personal liability for wrongful trading or creditor losses. If the company remains solvent, a well-managed voluntary dissolution can help preserve stakeholder goodwill, but it demands formal creditor notifications, final accounts, and regulated asset distributions.

Norwegian law places particular emphasis on transparency and fairness to creditors, meaning all routes of termination must account for outstanding claims, tax, and employee entitlements. Creditors have the right to object if they believe liabilities are not fully settled, and unresolved disputes can significantly prolong the winding-up process. Directors are expected to use realistic valuations and take careful steps to avoid prejudicing any class of creditor or shareholder. Throughout the termination process, compliance with registration requirements at the Register of Business Enterprises is essential to obtain formal deregistration. By adhering to clear legal procedures, shareholders, directors, and creditors can all benefit from an orderly and equitable conclusion to the company's operations.

14 Trends and predictions

14.1 How would you describe the current landscape for doing business and prevailing trends in your jurisdiction? Are any new developments anticipated in the next 12 months, including any proposed legislative reforms?

Norway's business climate continues to be shaped by its adherence to the European Economic Area (EEA) regime, technological innovation, a strong welfare model, and an emphasis on transparency in both private and public spheres. Several converging trends stand out.

First, sustainability and responsible business conduct feature prominently. Legislation such as the Transparency Act (Åpenhetsloven), which took effect in mid-2022, obliges larger companies to report on how they address fundamental human rights and working conditions in their supply chains. This measure underscores a broader Nordic and European shift toward demanding higher corporate accountability, and there is discussion in Norway about potential expansions to corporate sustainability requirements in the near-to-medium term. Pending European reforms—such as enhanced corporate sustainability reporting rules that Norway adopts through the EEA framework—may impose even more rigorous disclosure obligations on larger Norwegian businesses over the coming years.

Second, despite Norway's long-standing reliance on oil and gas, there is a discernible push for diversification into renewables and green technology. In the energy sector, policymakers continue to encourage offshore wind development, carbon capture and storage initiatives, and other sustainable ventures that reduce emissions. This drive reflects both Norway's domestic climate goals and international efforts to reduce Europe's dependence on fossil fuels. Although no immediate major legislative overhauls have been confirmed, incremental reforms—particularly in licensing and support schemes—may be introduced to foster renewable energy projects and stimulate private-sector collaboration.

Third, foreign direct investment (FDI) remains generally welcome. However, discussions continue around strengthening review mechanisms for sensitive sectors—such as strategic infrastructure, defence, and critical technology—based on concerns about national security or data privacy. While these updates are still at a consultation stage, businesses contemplating acquisitions or large-scale investments in these protected areas should stay alert to the possibility of additional clearance procedures.

There are parallel developments in tax policy that may affect higher-net-worth individuals and businesses. Wealth tax, which is levied on individuals (including business owners), faces regular debate, and the government periodically considers adjustments to rates or exemptions as part of the annual budget. While no major overhaul is set in stone, policy signals indicate that wealth tax may continue to be used as a redistributive measure, potentially influencing decisions about holding wealth or relocating enterprises.

Finally, compliance with anti-money-laundering (AML) standards and the fight against financial crime remain high priorities for Norwegian regulators, echoing broader EEA and global moves to clamp down on illicit flows. The Financial Supervisory Authority (Finanstilsynet) is increasingly vigilant and may propose further tweaks to the Norwegian Money Laundering Act, although no sweeping changes have yet been announced.

Overall, Norway continues to combine regulatory stability with openness to foreign capital, but it places increasingly strong emphasis on sustainability, corporate responsibility, and transparent governance. Prospective legislative reforms over the next year are likely to further align Norway with emerging European rules on ESG, possibly enhance FDI screening in strategic sectors, and refine mechanisms for ensuring tax fairness. For businesses, the environment remains attractive so long as they account for Norway's evolving compliance and disclosure landscape, particularly in the areas of sustainability and corporate governance.

15 Tips and traps

15.1 What are your top tips for doing business smoothly in your jurisdiction and what potential sticking points would you highlight?

A first priority for operating smoothly in Norway is to familiarise oneself with its strong emphasis on transparency, social welfare, and corporate responsibility. Investors are expected to navigate a well-defined legal landscape, where robust employee protections, collective bargaining rights, and strict environmental standards are all normal parts of the business equation. Engaging proactively with trade unions or employee representatives often pays significant dividends in establishing a stable workforce and preventing labour-related disputes. This approach also resonates with Norway's deeply rooted culture of openness and consensus, enhancing the company's reputation and goodwill among both employees and the broader public.

Another vital point is to maintain sound compliance and governance procedures. Norway's expectations around financial reporting, tax transparency, anti-money laundering protocols, and sustainability disclosures tend to be exacting. Companies that uphold rigorous internal controls and document necessary procedures to meet requests from regulatory authorities—as well as key stakeholders—generally find the business environment more predictable and collaborative. This is especially important in sectors subject to special oversight, such as banking, energy, and defence, and it also applies to smaller entities considering future growth or public listings.

It is equally important to multitask across various administrative requirements, from timely VAT returns to the filing of annual accounts. Although the procedures are typically straightforward once understood, failing to observe deadlines can result in fines or, in extreme cases, forced deregistration. Entities that make it a priority to set up well-structured accounting and reporting systems, supported by experienced local advisors, position themselves to avoid these hazards and build trust with customers, suppliers, and government bodies.

Potential sticking points include navigating Norway's high cost of labour and comparatively large social security contributions, especially for businesses unaccustomed to jurisdictions that mandate extended paid leave, robust health benefits, and union-driven collective agreements. While these measures foster a stable and skilled workforce, they entail higher overhead than in many other markets. Another challenge arises if companies discount Norway's recent moves toward greater environmental, social, and governance (ESG) responsibility. Stakeholders—from regulators to consumers—increasingly expect sustainability measures and transparent supply-chain reporting, and ignoring these expectations may disrupt market access or generate reputational risks. Overall, companies that incorporate these considerations into their corporate strategy, rather than seeing them as peripheral compliance tasks, tend to adapt more smoothly to Norway's demanding yet rewarding business environment.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.