Roles in a general partnership

A general partnership must have at least two partners. Both natural persons and legal persons can be partners. Private and public limited companies and general partnerships are examples of legal persons.

Only the participants in a general partnership have the right to vote in the partnership meeting, unless the partnership agreement states otherwise.

The partnership meeting may hire one or several general managers.

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

You must attach minutes from the partnership meeting showing the employment of the general manager.

If all the partners are businesses and the company does not have a physical person in other roles, the company must have a contact person

A general partnership can choose whether they want to have a board. The partnership meeting elects the board.

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

Gender balance in the board

Some general partnerships 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 partnership meeting

A general partnership is obliged to have an auditor, if at least one of the following conditions are met:

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

The auditor is elected by the partnership meeting and must be state-authorised.

The auditor has to confirm that they take on the assignment in the form Coordinated register notification.

If you need more information, please look at The Auditors Act, section 2-1.

When you report an auditor, you have to attach

• minutes from the partnership meeting

A general partnership can choose whether they want to have an accountant.

It is only possible to register accountants that 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 you have to attach:

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

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

Basically, the partners have the right to sign separately

The partners can agree that only one of the participants has signature rights or that the participants have signature right separately or jointly.

If the partnership has a board, it is the board members jointly who are entitled to sign.

If you need more information, please look at the Norwegian Partnership Act, section 2-21.

When you report a signature right, you must attach minutes from the partnership meeting or the partnership agreement signed by all of the participants showing the assignment of signature rights.

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

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

The partners can issue power of procuration to one or more people. If there are several, 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 a signature right, you must attach minutes from the board meeting or partnership meeting or the partnership agreement signed by all of the participants showing the assignment of power of procuration.