Roles in a co-operative
Last updated: 5 August 2024.
Members, board and a general manager are mandatory roles in a co-operative.
The enterprise should normally have a general manager as well. It is optional to register an accountant, signature rights and power of procuration. The enterprise has a conditional audit obligation. You can read more about this further down at the section for auditor.
The annual meeting is the highest authority in a co-operative.
A co-operative should normally have a general manager. If the enterprise chooses not to do so, 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.
A co-operative may have a business manager. This can be a natural person or a legal person. Examples of legal persons are limited companies, public limited companies and general partnerships.
If the enterprise has decided not to engage a general manager or a business manager either, they can state a contact person.
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 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.
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.
For more information, please have a look at the Auditors Act section 2-1.
It is optional for a co-operative to have an accountant. If the enterprise hires an accountant, this must be registered in the Central Coordinating Register for Legal Entities.
It is only possible to register certified accountants who are registered in the Register of Accountants.
The accountant has to confirm taking on the assignment.
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 board members, to the general manager or employees mentioned by name.
A signature right can be revoked at any time.
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.