Roles in a co-operative

A co-operative should normally have a general manager. The board hires the general manager, unless the articles of association states that another governing body must do it. If the enterprise chooses to have more than one general manager or no general manager, this must be 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.

You must attach minutes from the board meeting or the annual meeting showing the employment of the general manager, unless the entire board has signed the form.

As a rule, the board must consist of at least three members. The board must have a leader/chair. The annual meeting elects the board. The board members and the deputy board members must confirm that they take on the assignment by signing the Coordinated register notification.

The co-operative can decide to have only two board members, but if so, the enterprise must also have at least one deputy board member. This must be stated in the statutes.

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

The board is responsible for the running of and the organisation of the co-operative.

Gender balance in the board

Some co-operatives 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 annual meeting

A co-operative is legally bound to keep accounting records when the revenue exceeds NOK 2 million, and has a statutory audit obligation when the revenue exceeds NOK 5 million.

• The operating revenues exceed NOK 7 million
• The balance sheet total is NOK 27 million or more
• The average number of employees corresponds to ten man-years or more

The annual meeting elects the auditor.

The auditor has to confirm taking on the assignment in the Coordinated register notification.

For more information, please have a look at the Auditors Act section 2-1.

When you report an auditor, you have to attach

• minutes from the annual meeting

It is optional for a co-operative to have an accountant. If the enterprise hires an accountant, this must be registered in the Register of Business Enterprises.

It is only possible to register certified 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 co-operative must always have at least two members. Information about members will not be registered with us.

Signature right is an authority to perform and sign on behalf of the enterprise in all situations.

Unless otherwise is decided in the statutes, it is the board jointly which has the right to sign on behalf of the enterprise. The board can assign signature right to selected board members, to the general manager or employees mentioned by name.

A signature right can be withdrawn at any time.

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

Power of procuration is an authority to perform and sign on behalf of the enterprise. A person with this authority is called a business agent.

A business agent does not have the right to mortgage or sell the company’s real property.

A proxy cannot assign his or her power of procuration to another person. A co-operative 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.

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.