Share capital increase

The board submits a proposal to the general meeting that the capital is to be increased by a certain amount. The company’s articles of association always sets the size and value of its share capital. The board must therefore propose a change of the articles at the same time.

The board also proposes whether the capital is going to be raised by:

• transferring funds
• converting debt
• contributions in cash or assets

The board must also decide whether to issue new shares or increase the nominal value of existing shares.

After the decision, the general meeting adopts new articles of association.

The board can decide to increase the share capital and update the articles of association if it has been authorised by the general meeting.

You must register the authorisation with the Register of Business Enterprises before the board can make a decision based on it.

Please make sure “Bruk av fullmakt” (use of authorisation) is selected in the form Coordinated register notification.

Share capital increase by issuing new shares

• the amount by which the share capital is to be increased, or specify upper and lower limits for such an increase
• the nominal value of the shares
• the amount to be paid for each share
• who is entitled to subscribe for the new shares
• subscription deadline
• deadline for settlement
• dividend rights
• who will cover the expenses
• whether the capital is increased by
• subscription of new shares
• converting debt
• contribution of non-cash assets

Read more about share capital increase by issuing new shares (lovdata.no) – in Norwegian only.

Share capital increase by bonus issue

The decision must, as a minimum, state the amount of the capital increase and whether it involves raising the nominal value or issuing new shares. If new shares are issued, they must be allocated in proportion to their present ownership. You cannot allocate bonus shares to selected shareholders only.

Read more about capital increase by bonus issue in the Limited Liability Companies Act (lovdata.no) – in Norwegian only.

The share capital increase must be reported to the Register of Business Enterprises within three months of the subscription deadline. If not, the resolution will lapse.

The subscription deadline can be set to a maximum of three months from the date of the general meeting’s decision.

The three-month deadline does not apply to bonus issues.

• In the same form:
  • enter the total amount of the capital increase, and the date of the most recent change to the articles of association
• In separate forms
  • if you want each capital increase to be registered individually, you must wait until the previous notification has been completed and registered before submitting the next one.

You must include documentation for each capital increase, but only the final version of the articles of association.

• minutes from the general meeting showing the decision to increase the share capital and change the articles of association (or board minutes if the board is authorised to make the decision)
• an updated set of the articles of association
• a statement from an auditor, a financial institution, a lawyer or an accountant confirming payment of the share contribution (does not apply for bonus issues)

If the capital increase involves non-cash assets or converting debt, you must also include:

• a report dated and signed by the entire board and confirmed by an auditor
• the time of valuation must be no earlier than four weeks prior to the general meeting’s decision
• confirmation of received share capital contribution or settlement by offsetting can only be provided by an auditor

The shareholder register must be updated with any changes in share ownership.

Confirmation of share capital contributions