Memorandum of association for a limited company

The document must be formed by the founders. The founders are those who subscribe to the shares in the company. This can be one or several natural individuals, or legal persons, such as limited companies or general partnerships.

The memorandum of association must state

• the name of the founders or business names, address and national ID number/organisation number
• the number of shares which is subscribed by each of the founders
• the amount that is to be paid for each share.
• the due date of the company’s claim for share capital contributions
• information about who should be members of the company’s board
• information whether the company is covering the formation expenses or not
• the company’s articles of association

Foreign individuals who are founders only need to state their name, birth date and address. If it is a foreign company, you need to state the founder’s company name and address. If the founder is a Norwegian or foreign company, you must in addition state who represents the founder. The memorandum of association must be dated and signed by all the founders.

The memorandum of association must include any information about

• whether the share contribution is to be settled in other assets than cash
• if someone is given special rights at the formation
• election of an auditor if the company is going to employ one

See example of a memorandum of association (pdf) – in Norwegian

If you need more information about how to form a limited company, please take a look at Chapter 2 in the Limited Liability Companies Act.