Roles in a public limited company
Last updated: 23 December 2024.
Mandatory roles in a public limited company are a board, general manager and an auditor.
Accountant, signature right and power or procuration are optional roles that can be reported.
A public limited company must consist of a board with minimum three members
There always has to be a chair of the board.
At least half of the board members must be residents of Norway, an EU/EEA-country, the Great Britain, Northern Ireland or Switzerland. This also applies to any deputy board members. The board is responsible for the running as well as the organising of the company.
Election of the board
The board members are usually elected by the general meeting, which also decides whether deputy board members are to be elected. The general manager cannot be a member of the board, a deputy board member or an observer.
Gender representation
The Public Limited Liability Companies Act requires gender balance in the board. The rules entail that the composition of the board must meet the following requirements:
- If the board has three or four members, a maximum of two board members can have the same gender.
- If the board has five or six members, a maximum of three board members can have the same gender.
- If the board has seven members, a maximum of four board members can have the same gender.
- If the board has eight members, a maximum of five board members can have the same gender.
- 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. Board members and deputy board members shall be considered separately.
Gender representation 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. If the company has more than 200 employees, 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 general meeting showing the election
- any documentation showing who the employees have elected
- any confirmation that one of the sexes accounts for less than 20 per cent of the employees
A public limited company has an auditing obligation, and need to elect an auditor
A company may elect several auditors. The auditor has to be state-authorised.
The auditor is elected by the general meeting and has to confirm taking on the assignment through the form Coordinated register notification.
When registering an auditor, you must attach
- minutes from the general meeting showing the election
A public limited company is obliged to have a general manager
In principle, the general manager must be a natural person who is a resident of Norway, an EU/EEA-country, the Great Britain, Northern Ireland or Switzerland.
The company can hire several general managers, if it is stated in the articles of association. The general manager cannot be a member of the board. Nor can he be a deputy board member or an observer.
A public 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 authorised accountants who are registered in the Register of Accountants.
The accountant must confirm that he has taken on the assignment by signing the Coordinated register notification.
A signature right is an authorisation to act and sign on behalf of the company in all matters.
The board of the public limited company always has the right to sign jointly. The board may additionally assign signature right to selected board members, the general manager or designated employees, unless otherwise is stated in the articles of association. If there are several, the company can choose whether the authorisation should be given separately or jointly. Other limitations, for instance connected to time or amount, cannot be registered.
A signature right can be withdrawn at any time.
When registering signature rights, you must attach
- minutes from a board meeting showing the assignment of the signature right. Alternatively, the entire board can sign the form, and no attachment is required.
Power of procuration is an authorisation to act and sign on behalf of the company, associated with the daily operations
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 public 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. Other limitations, for instance connected to time or amount, cannot be registered.
Powers of procuration can be withdrawn at any time.