Please note: The text below is a translation of the original
Norwegian Act. In the event of any cases where doubt may arise,
the Norwegian text of the Act is valid and binding.
Regulations Concerning Registering Business Enterprises
Established by Royal Decree on 18 December 1987, last changed
by the Royal Decree dated 22 December 1995 pursuant to the
Act dated 21 June 1985, No. 78, regarding the registration
of business enterprises §§ 1-1, 8-1 and 11-2. Proposed
by the Department of Industry and Energy.
§ 1. Locality - Organization.
The Register of Business Enterprises is located at the Registry
Unit in Brønnøysund (Brønnøysundregistrene
[The Brønnøysund Registers]) and is managed
by a Registrar appointed by the King.
§ 2. Delegation of authority.
The authority given to the Registrar pursuant to the Business
Enterprise Registration Act may be delegated to another official
of the Register. The decision to delegate authority must be
in writing. In this the name of the person who has been granted
the authority must be included, and it must be stated if the
practice of this delegated authority is to be limited in any
way.
§ 3. Forms.
Forms approved by the Registrar shall be used for submitting
information to the Register of Business Enterprises. The Registrar
may, when deeming it of no particular consequence, accept
notification to the Register of Business Enterprises written
on non-approved forms.
§ 4. Languages.
Documents containing information to be registered shall be
written in the Norwegian language. In special cases, documents
may be written in other languages provided the Registrar finds
it of no particular consequence. In such cases, a translation
by a translator certified by the Norwegian authorities may
be requested.
§ 5. Keeping logs.
A log shall be kept of all notifications received for registration.
The notifications are filed in order by date of reception.
Notifications received by the Register of Business Enterprises
later in the day than 2 PM (14.00) are recorded on the succeeding
work day.
§ 6. Payment of registration fees.
Payment of registration fees are collected in arrears, cf.
the regulations dated 15 February 1983, No. 86 pursuant to
the Court Fees Act, cf. § 3-2 etc.
§ 7. Review.
The Department of Industry and Energy may formulate further
regulations concerning the Registrar's review of submitted
information.
§ 8. Registration.
When notifications and their enclosures have been checked
and found to be in order, the information shall promptly be
entered into the records of the Register of Business Enterprises.
A transcript of the registration shall be returned to the
notifier and if needed, also to whomsoever has been granted
the occasion to make a statement pertaining to the matter,
cf. the Business Enterprise Registration Act, e 5-3.
For all initial registrations of business enterprises, a
business certificate shall be returned to the notifier in
addition to the transcript of the registration.
§ 9. Appeals concerning decisions made by the Registrar.
A decision made by the Registrar may be appealed to the Ministry
of Industry and Energy in accordance with the regulations
in § 9-1 of the Business Enterprise Registration Act.
§ 10. Data security.
Regular backup copies shall be made of the data in the database
of the Register of Business Enterprises. The setup in regard
to computer processing and filing of data must be devised
in such a way that the quality of the submitted and stored
information remains sufficiently high and so that the system
will be strong enough to endure undesirable events. Accidents,
faulty use, errors and other threats to computer data security
must be discovered and avoided as efficiently as possible.
§ 11. Filing and shredding.
All received notifications and their enclosures shall be
microfilmed or stored by electronic means in order of their
records number. When the notification has been approved and
the appeals period has expired, the form and any pertaining
enclosures will be shredded as soon as proper storage has
been confirmed.
§ 12. Issuing register information.
Information recorded in the Register of Business Enterprises
will be issued in printed form, as business certificates,
copies of microfilmed documents or with the issuance of other
types of certificates and transcripts. Information from the
Register of Business Enterprises can also be given orally
over the phone or upon enquiries made in person.
The Department of Justice can formulate regulations concerning
permission to issue register information via on-line connections
to the register's database, as well as rules defining any
other ways in which the information shall be made available,
including provisions for the payment of stipulated fees.
§ 13. Business certificates.
A business certificate is defined as a standardized transcript
from the Register of Business Enterprises database concerning
a special enterprise identified by its organisation number.
As a minimum, the business certificate shall include the following,
provided such information is contained in the register:
- Date the certificate was issued
- Type of business
- Organisationnumber
- Firm
- Business Adress
- Names of the enterprise's members of the board, deputy members,
and the managing director. For European Business Enterprise
Groups, the name of the manager(s), and the name(s) of the
person or persons who will be responsible for winding up the
group.
- Name of the participants in a general partnership and European
Business Enterprise Group.
- Name og the the general partner in a limited partnership.
- Name og the owner of a Sole Proprietorship.
- What kind of business activity the Sole Proprietorship and
European Business Enterprise Group runs.
- Signature provisions
- Registered power of attorney proviosions
- The date of registration for a European Business Enterprise
Group and its period of duration, if applicable.
- Any proposal to relocate a European Business Enterprise
Group to another member state.
- Information about whether the enterprise has commenced bankruptcy
proceedings or debt settlement proceedings or is in the process
of being dissolved.
- The name of the person who is named as the trustee in bankruptcy
or administrative receiver pursuant to the Bankruptcy Act
§§ 77 and 83, or the liquidator pursuant to the
Norwegian Companies Act, § 13-6.
- Information concerning whether the auditor of the enterprise
has resigned.
If a foreign enterprise has a business address or place of
operation in this country, the business certificate will be
issued for the Norwegian division. However, information about
the main business enterprise, its address and organisation
number shall also be included.
The business certificate for all foreign business enterprises,
cf. the Business Enterprise Registration Act § 3-8, shall
in addition to the information stated above include the name
and address of the register where the main business enterprise
is registered and the registration number of the main business
enterprise in this register. If the main business enterprise
is not registered in a public register of business enterprises,
information must be included indicating which state legislation
regulates the foreign business enterprise.
§ 14. Routines for ordering register information.
An order for register information must be formulated in such
a way as to leave no doubt as to which business enterprise
information is required.
Orders are executed in their incoming order. When the customer
is able to make it clear that execution of his order is of
paramount importance, his order may be executed out of turn.
§ 15. Identification - personal protection.
In the Register of Business Enterprises, persons are identified
by their personal identification numbers and business enterprises
by their organisation numbers. Foreign physical persons without
a Norwegian personal identification number are identified
by a D-number. When issuing register information personal
identification numbers and D-numbers are omitted.
§ 16. Transition provisions.
Those business enterprises which on 31 December 1987 were
registered in or had submitted notification about initial
registration to a trade register, and which were obliged to
register pursuant to the Business Enterprise Registration
Act, must submit a transfer to the Register of Business Enterprises
within 1 January 1990. When submitting a transfer notification,
an approved form of the same type as for initial registration
shall be used, cf. § 3 of the regulations.
The fee for a transfer amounts to NOK 225. The fee is collected
in arrears.
Commencing on 1 January 1990, all legal effects in connection
with the registration of a business enterprise in a trade
register shall cease. After this time business enterprises
which are registered in trade registers and which have not
submitted notifications of transfer must register themselves
in the Register of Business Enterprises as ordinary first-time
registrations including payment of the full registration fee.
As of 1 January 1988 all first-time notifications of registration
as well as notifications of changes shall be submitted to
the Register of Business Enterprises. A business enterprise
which is registered in a trade register must have submitted
a transfer notification to the Register of Business Enterprises
before a notification of change can be registered. Notifications
concerning matters mentioned in the Business Enterprise Registration
Act, §§ 4-6 and 4-7, as well as notification of
dissolution and notification of striking off a business enterprise
must nevertheless be submitted to the trade registers if the
business enterprises in question have not submitted transfer
notifications to the Register of Business Enterprises.
From the point in time when a business enterprise registered
in a trade register has had its transfer to the Register of
Business Enterprises recorded, information about the business
enterprise shall be issued by the Register of Business Enterprises.
The trade registers will nevertheless issue older information
about transferred business enterprises and also information
about business enterprises which have not been transferred.
The Ministry of Industry and Energy may formulate more specific
regulations about maintaining older information, and may in
this context deviate from the provisions in the last paragraph.
For liable or limited partnerships founded prior to the enactment
of the Norwegian Act relating to General and Limited Partnerships
(Partnership Act) a notification of transfer must comply with
the Partnership Act and the Business Enterprise Registration
Act even if the transition period of two years according to
the Partnership Act has not expired.
Businesses which are not registered in a trade register,
but which per 31 December 1987 operate any activity which
must be registered pursuant to the Business Enterprise Registration
Act, must have submitted their notification to the Register
of Business Enterprises within 1 July 1988.
§ 17. Entry into force.
These regulations enter into force on 1 January 1988. From
the same point in time the provisions from 25 November 1943
concerning particular requirements for notifications to trade
registers are rescinded.
§ 13, paragraphs two and three, enter into force as of
1 January 1997.
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