Roles in a limited company

Last updated: 12 May 2017.

You are required to have a board and an auditor.

Accountant, business manager, general manager, signature and power of procuration are optional roles which you may register.

Board of directors

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

There has to be a chair of the board.

There must be minimum five board members, if the company has a corporate assembly.

At least half of the board members are required to be Norwegian residents or citizens of EU/EEA countries.

The board is responsible for the running of and the organization of the limited company.

Election of board of directors

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

The board members must confirm the fact that they have taken on the assignment.

Auditor

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

A company may elect several auditors. The auditor has to be a state authorized or a registered public auditor.

The auditor must confirm the fact that he/she has taken on the assignment.

Accountant

A limited company can choose to have an accountant

If your company has an accountant, it has to be registered in The Central Coordinating Register for Legal Entities. The register has to be notified if there is any change of accountant. It is only possible to register authorized accountants who are registered in the Register of Accountants.

The accountant must confirm the fact that he/she has taken on the assignment.

General manager, contact person and business manager

A limited company can choose to have a general manager, contact person or a business manager

In principle only one of the roles can be registered. However, if the business manager is a legal person, the company has to report a natural person as general manager or contact person, in addition.

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 Norwegian resident, or a citizen and a resident of an EU/EEA- country.

Signature

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

Unless otherwise provided for in the articles of association, it is the board as a whole that represents the company.

The board can authorize selected board members, the general manager or designated employees to act on behalf of the company.

Signature rights can be withdrawn at any time.

Power of procuration

Power of procuration is an authorization to act and sign on behalf of the company

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.

Powers of procuration can be withdrawn at any time.