Roles in a limited company

A limited company must consist of a board with minimum one member

There has to be a chair of the board.

If the company has a corporate meeting, there must be at least five members.

At least half of the board members must be residents of Norway, an EU/EEA-country, the Great Britain, Northern Ireland or Switzerland. The same applies to any deputy board members.

The board is responsible for the running as well as the organising of the limited company.

Election of board members

The board members  are usually elected by the general meeting, which also decides whether deputy board members are to be elected.

The board members and deputy board members must confirm that they have taken on the assignment by signing the form Coordinated register notification.

Gender balance in the board

Some limited companies are required to have gender balance in the board. Check if your company must follow the new rules. If it does, you must meet the following requirements:

1. If the board has three or four members, a maximum of two board members can have the same gender.
2. If the board has five or more members, a maximum of three board members can have the same gender.
3. If the board has seven members, a maximum of four board members can have the same gender.
4. If the board has eight members, a maximum of five board members can have the same gender.
5. If the board has nine or more members, a maximum of 60 per cent of the board members can have the same gender.

The rules in nr. 1 to 5 applies correspondingly for the election of deputy board members.

Gender balance and employee’s representatives

When electing two or several employee’s representatives, both sexes should be represented. The same applies to their deputy board members.
It is not sufficient if the company has more than 200 employees, then the same ratio applies for board members and deputy board members elected by the employees, like the rest of the board (see information above).
Board members and deputy board members must be considered separately.

Exception: If the company has 200 or less employees, and one of the genders constitute more than 80 per cent of the company’s employees at the time of the election, there are no requirements for gender representation among board members and deputy board members elected by and among the employees. The company must document this when submitting a notification to change the information about the board.

When registering a board, you must attach

• minutes from the general meeting showing the election
• minutes or any document showing who the elected employee representatives are, if any

As a rule, a limited company has an auditing obligation, and has to elect an auditor

When the company has elected an auditor to audit the annual accounts, the auditor must be registered. A company may elect several auditors. The auditor has to be state-authorised.

Some companies can choose to waive audit of the annual accounts. For more information about this, have a look at waiving audit.

The auditor is elected by the general meeting and must confirm taking on the assignment by signing the form Coordinated register notification.

When you register an auditor, you have to attach

• minutes from the general meeting

A limited company can choose to have an accountant

If your company has an accountant, it has to be registered in the Register of Business Enterprises. It is only possible to register authorised accountants who are registered in the Register of Accountants.

The accountant must confirm taking on the assignment in the form.

When registering an accountant you have to document this information by declaring in the form that:

• the accountant has been engaged by a competent body
• documentation exists showing the most recently appointed accountant and the information is in correspondence with what is reported in the form

The same applies if a registered accountant is to be removed from the role.

If the form does not contain a declaration field, the entire board have to sign the form, or you have to attach:

• documentation confirming that the accountant is hired by the competent authority

A limited company can have a general manager if they want to

The board employs the general manager. The company may have several general managers, if it is stated in the articles of association.

The general manager must be a resident of Norway, an EU/EEA-country, the Great Britain, Northern Ireland or Switzerland.

The general manager must confirm that they take on the assignment by signing the form.

You must attach

• minutes from the board meeting showing the employment of the general manager

A signature right is an authorisation to act and sign on behalf of the company in all matters.

The board of the limited company always has the right to sign jointly. The board may additionally authorise board members, the general manager or designated employees separately or jointly.

Signature rights can be withdrawn at any time.

When you report a signature right, you must attach minutes from the board meeting or the general meeting showing the assignment of signature rights, unless the entire board has signed the form.

Power of procuration is an authorisation to act and sign on behalf of the business, associated with the daily operations

A person with power of procuration is called a proxy.

A proxy cannot encumber or sell the company’s real property.

A proxy cannot assign his or her power of procuration to another person. A limited company can issue power of procuration to one or more people. If there are several people, they may be empowered to use it jointly or separately.

Other limitations, for instance connected to time or amount, cannot be registered.

Powers of procuration can be withdrawn at any time.

When you report power of procuration, you must attach

• minutes from the board meeting or the general meeting showing the assignment of power of procuration, unless the entire board has signed the form