English guide to coordinated register notification Samordnet registermelding

Last updated: 4 October 2016 .

Coordinated register notification scheme BR1010b.

How to fill in the form

1. Name - Navn/Foretaksnavn

1.1 The entity’s complete name
Enhetens fullstendige navn/foretaksnavn

This field must always be filled in. When reporting changes of a registered name, the entity’s name before the change must be stated here. The new name is stated in Field 1.2.

Bear in mind that the name that is to be entered in this field (or in Field 1.2 if the notification is about a change), is the name which will be displayed on the Certificate of registration from the Register of Business Enterprises if the entity is to be registered there.

Sole proprietorships: The name of sole proprietorships must always include at the least the owner’s surname, for example Lars Holm or Holms Car Body Repairs.
Foreign entities must state the name in the country of origin. The name for the activity in Norway must be stated in Field 24.

Choosing a business name
For entities undertaking business and other entities to be registered in the Register of Business Enterprises it is vital to be careful when selecting the name. The rules governing this can be found in the Act relating to Business Names dated 21 June 1985. You can read more about selecting a name under «Start and Run Business» on altinn.no.

NOTE! The Central Coordinating Register for Legal Entities does not check whether the rules in the Act relating to Business Names have been complied with. The registering entity is responsible for doing this. On registration in the Register of Business Enterprises a check will be made to ensure that the business name satisfies the requirements in the Act relating to Business Names.

1.2 New name
Eventuelt nytt navn/foretaksnavn

This field is only to be filled in if the entity is reporting a change of the registered name. Remember that the name prior to the change must be stated in Field 1.1 together with the previously assigned organization number. For entities registered in the Register of Business Enterprises, a fee must be paid for any changes made in the name.

1.3 Another name for the enterprise
Eget navn på virksomheten

This field must only be filled in if the entity conducing activity under another name than the entity’s name. If the complete name is, for example, Lars Holms Hot Dog Stand, and you only use Grill Stall in your marketing and correspondence, only the latter name must be filled in here.

2 Type of notification - Meldingen gjelder

In this field you fill in the type of notification. A notification can be made about the following matters:

2.1 Registration of an entity not registered previously
2.2 Change in registered information or new information
2.3 Decision to dissolve an entity
2.4 Striking off an entity

If the notification is to provide information about the activities undertaken or owned by the entity, Field 9 and Field 10 must be filled in. Notification must be submitted to the Central Coordinating Register for Legal Entities in connection with transfer/takeover or winding down/terminating activities.

Transfer of an activity may take place, for example, when a limited company buys a hairdressing saloon from another limited company. Both entities must in this case report the change to the Central Coordinating Register for Legal Entities on separate forms.

  • The entity buying/taking over the activity must state the date for the purchase or takeover of the activity in Field 9a. Field 10a must be filled in with information about the previous owner.
  • The seller/transferor must state the date for the sale/transfer of the activity in Field 9b. Field 10b must be filled in with information about the new owner.

If the activity has been terminated or been closed, the date of termination or closing down must be stated in Field 9b. A notification that an activity is being terminated or wound down does not mean that the entity is struck off the Central Coordinating Register for Legal Entities. If you wish to strike off the entity, you must tick for this in Field 2.4. Limited companies and some other types of companies must be wound down pursuant to the rules in the company legislation, while other entities will be struck off when all activities have been permanently terminated. Pay particular attention to the fact that Field 2 in Part 2 of the form also must be filled in when the notification includes takeover, transfer or winding down/termination of an entity for which VAT is applicable.

2.1 Entity not previously registered
Enhet som ikke er registrert tidligere

Only tick here if the entity previously not been registered the Central Coordinating for Legal Entities..

If you register a new entity in connection with taking over an existing enterprise, you must also tick Field 9a for purchase/takeover. Field 10a must be filled in with information about the previous owner. If a new entity is being registered in connection with the launch of a new activity, the date for the launch of the new activity must be stated in Field 9a of the form.

NOTE: A new entity is not created in cases only involving change of ownership of shares in a limited company or similar. In such cases no new notification of a new entity must be submitted, but rather changes must be reported relating to the information registered about the entity. A general partnership must in such cases submit notification of change of partners.

2.2 Changes/new information
Endringer/nye opplysninger

If the entity is already registered in the Central Coordinating Register for Legal Entities, in most cases you will have to tick Field 2.2, «Changes/New information». This applies even if through the notification the entity is applying to register in one of the registers affiliated with the Central Coordinating Register for Legal Entities which it is not yet registered in. If, for example, a sole proprietorship is already registered in the Central Coordinating Register for Legal Entities and then submits notification to be registered in the Register of Business Enterprises, the «Changes/New information» field must be ticked.

If the change or new information is about a decision to dissolve or strike off the entity, there are fields for this that must be ticked.

Always fill in the entity’s organization number and registered name in Field 1.1.

Otherwise only fill in the fields that apply for the change.

If the change means that registered information is to be deleted without being replaced by new information, put «utgår» (to be discarded) in the relevant field.

Pursuant to section 6 of the regulations governing fees for services from the Brønnøysund Register Centre, there is a fee for entities registered in the Register of Business Enterprises when making certain changes.

This applies to the following changes:

  • Decision relating to decrease in capital
  • Decision relating to merger
  • Decision relating to demerger
  • Change of name, including change of name due to conversion:
    – from a general partnership with joint liability (ANS) to a general partnership with shared liability (DA), and also the reverse
    – from a limited company (AS) to a public limited company ASA), and also the reverse
    – from a co-operative (SA) to a limited company (AS) or public limited company (ASA)
  • Change of partner, including stepping down from being a partner in a general partnership with joint liability (ANS), a general partnership with shared liability (DA), an inter-municipal company (IKS) and a jointly owned shipping company
  • Change of liability proportions in a general partnership with shared liability (DA), an inter-municipal company (IKS) and a jointly owned shipping company with shared liability (DA)
  • Change of general partner in a limited partnership (KS).

2.3 Decision to dissolve the entity
Beslutning om oppløsning av enhet

For most types of companies in the Register of Business Enterprises, this field must be used when winding down the entity. For limited company, public limited company, limited partnerships, general partnerships, co-operative and inter-municipal companies, dissolution and winding down are undertaken in two stages. When it is reported that an entity is to be dissolved, it cannot be struck off before the time limit for creditors has expired and the liquidation accounts have been approved by an authorized body.

The field to be ticked must also be used for notifications concerning dissolution for merger and demerger.

Most other types of company are struck off without prior notification. This applies to sole proprietorships, companies with limited liability, jointly owned shipping companies, municipal business enterprise, county municipal business enterprises, associations and other entities. See the instructions under Field 2.4..

2.4 Striking off an entity
Sletting av enhet

This field must be used if the entity is to be struck off all registers (the Central Coordinating Register for Legal Entities and affiliated registers). Bear in mind that when you wish to strike off an entity and at the same time register a new one, two forms must be filled in.

Remember to state in Field 9b what is to be done with the entity’s activities.

Striking off only from affiliated registers:

It is possible to be struck off from one of the Central Coordinating Register for Legal Entities’s affiliated registers without being struck off the Central Coordinating Register for Legal Entities and/or other affiliated registers.

Striking off from the VAT registration list: This is to be reported as termination/winding down in Part 2. «Addition for the Value Added Tax Register».
Striking off from the Register of Business Enterprises: Most types of organization are struck off because they have ceased to exist. Consequently, they must be struck off all registers. However, for companies with limited liability, foundations, associations and other entities, the rule is that they must be struck off from the Register of Business Enterprises when business operations have been closed down for good.

Sole proprietorships which have the right to be registered, but are not under the obligation to register in the Register of Business Enterprises, can also be struck off from the Register of Business Enterprises without having ceased to exist. If the entity in such cases wishes to be registered or continue to be in the Central Coordinating Register for Legal Entities, notification of separate striking off from the Register of Business Enterprises must be entered in Field 27. If so, Field 2.4 of the form must not be ticked.

3 Registration in other registers - Registrering i andre registre

Here you must enter which affiliated register the entity is to be registered in.

Field 3 must be filled in when the entity is to be registered in an affiliated register it has not been registered in previously.

Field 3.3 and Field 3.4 are for registration of information in respectively NAV Aa Register and the Statistic Norway’s Register of Companies and Business Enterprises.

Foundatitons:
The form has no separate field to be ticked for registration in the Foundation Register. The Lottery and Foundation Authority is automatically notified of all Foundations registering in the Central Coordinating Register for Legal Entities. A fee must be paid for registration in the Foundation Register. The rates are given in the regulations dated 21 December 2004 for the Foundation Act. Foundations running a business are not liable to pay a fee to the Foundation Register but rather to the Register of Business Enterprises for new registrations.

3.1 The Register of Business Enterprises
Foretaksregisteret

What is the Register of Business Enterprises?
The Register of Business Enterprises is in general a register for enterprises conducting business in Norway.

A fee must be paid for registration in the Register of Business Enterprises. The rates are stipulated in the regulations dated 16 December 2003, no. 1551, for fees for services from the Brønnøysund Register Centre.

Which entities must be registered in the Register of Business Enterprises? Some types of entities are, pursuant to the Act, under the obligation to register or have the right to register in the Register of Business Enterprises.

Sole proprietorships are under the obligation to register in the Register of Business Enterprises if they employ more than five employees in permanent positions as their main employment or undertake trade with goods bought to be sold. «Main employment» means a position where the person works more than 20 hours a week. Sole proprietorships that are not under the obligation to register still have the right do so.

Condominium flat owner that have been converted into individual units pursuant to a petition lodged after 1 January 1998 are obliged to register in the Register of Business Enterprises if they have nine or more sections. Condominium flat owner with eight or fewer sections have the right to register in the Register of Business Enterprises. Condominium flat owner flats that have been converted into individual units pursuant to a petition lodged before 1 January 1998 are not obliged to register.

Limited companies, public limited companies, co-operative, limited partnerships, general partnerships and such, must always register in the Register of Business Enterprises.

Other types of companies, such as companies with limited liability, foundations and associations, only need to register in the Register of Business Enterprises if they conduct business activities. «Business activities» means activities of some duration and a certain scope, established with the intention to yield or in reality yielding financial profits.

Foreign entities must register in the Register of Business Enterprises if they conduct business activities in Norway or on the Norwegian continental shelf.

Also see the overview in Field 8 of the form, or under «Start and Run Business» on altinn.no.

Remember to include the necessary attachments – see the overview «Required attachments/enclosures for new registrations and changes in the Register of business Enterprises».

3.2 The Value Added Tax Register
Merverdiavgiftsregisteret

Those operating a business with a turnover that comes under the provisions in the Act relating to Value Added Tax, are under the obligation to be registered in the Value Added Tax Register. In order to be able to register the entity, you must fill in the necessary information in Section 2 of the form. On initial registration, you do not need to submit the form until you reach the amount limit. See separate guidelines to Section 2 (PDF) (in the Norwegian language).

Further information is available from the Tax Hotline on tel. 800 80 000, or at www.skatteetaten.no.

Please note that you can also register online at altinn.no.

See «Start-and Run Business» on altinn.no, which is a tutorial where you can find simple answers to common questions about the rules for starting and running your own business.

3.3 Employees/others receiving payment or compensation
Arbeidstakere/andre som mottar vederlag

An employee is any person employed by another and receiving payment or other compensation for services rendered.

Others than employees receiving compensation for which employers’ contributions must be paid. These may include persons who carry out assignments, freelancers and others not employed by an employer, but who nevertheless receive pay or other compensation for which the employers’ contribution is required. Examples of freelancers include artists, certain groups of journalists and others who cannot be considered employees. This group also includes persons receiving various types of pay, provision, fees or other compen sation as members of boards, councils or other.

Independent business operators do not belong in this group.

Entities confirming that they have employees and/or pay others than employees compensation for which employers’ contribution is required, will be contacted by the NAV Aa register, and receive more detailed information.

3.4 Activities in several locations
Virksomhet på flere steder

Entities reporting that they are or will be operating business activities in several locations will be contacted by the Central Coordinating Register for Legal Entities about additional information that must be submitted.

4 Head office address (business address/office address) Hovedkontorets adresse (forretningsadresse/besøksadresse)

Entities operating a business: State the business address, i.e. the head office street address or location.

Foreign entities: State the business address in the country of origin.
Other entities: State the entity’s office address.

5 Postal address - Postadresse

Entities that have a special postal address, for example a P.O. Box, must state this in addition to the head office business address/office address. A foreign entity with a Norwegian VAT representative: State the Norwegian VAT representative’s address.

6 Enterprise's location - Virksomhetens beliggenhetsadresse

If the entity’s operations are under taken at another location than the head office, this address must be stated. If the activities are not bound to fixed premises or locations, but rather are ambulatory (for example building and construction), the address of the administrative location of the entity, or alternatively the permanent location of attendance must be entered.

If operations are undertaken in several locations, tick the field for this: Field 3.4. The entity will then receive additional information on how to report this. If so, do not fill in field 6.

7 Submitter/ accountable for fee - Innsender/gebyransvarlig

The submitter will be used as the addressee for all types of feedback on the notification, which means that confirmation and other letters, register printouts and similar will be sent to the submitter. This person is also responsible for paying fees to the Register of Business Enterprises.

If the field for the submitter has not been filled in, feedback, fee demands and similar will be sent to the entity. If the submitter has previously been assigned a customer number by the Brønnøysund Register Centre, this must be stated.

Case reference/attention for the submitter: The submitter can state the case reference, if he or she wants to do so.

8 Type of entity - Organisasjonsform

This field must only be filled in when submitting notification of a new entity to be registered. Tick the appropriate place for the type of entity to be registered. Only one alternative can be ticked. An entity can not as a general rule change the type of entity without first being struck off and established again as a new entity.

You can find out the types of entity that are under the obligation or have the right to register in the Register of Business Enterprises from the references in the field and the instructions for Field 3.1.

Sole proprietorships: Individuals operating a business must tick the field for sole proprietorship. All foreign entities must tick in the field for foreign entity.
European enterprises/companies: European forms of incorporation that are common to all countries within the EU and EEA area. This includes European Companies (SE), European Cooperative Societies (SCE) and European Economic Interest Groupings (EEIG). It must be specified in field 26 which of these forms of incorporation the registration concerns. For more information about which attachments/enclosures are required or similar, contact the Register of Business Enterprises or visit our website brreg.no.
Other body corporate: This type of company is used by a strictly limited group of entities, and only when none of the other types of companies can be used. Examples of entities in this category include embassies, reindeer grazing districts and mountain region boards.

9a Date of the entity's incorporation. Launch or purchase of enterprise - Stiftelse av enhet. Start eller kjøp av virksomhet.

Date of the entity’s incorporation:

State the date when the entity was founded.

For older entities that do not have accurate information about the foundation date it is sufficient to state the year of foundation. The date of foundation must also be stated for foreign entities.
Sole proprietorships are not required to state the date of foundation.

Launch of enterprise

Entities launching business activity must state the date when the activities were started or will start.

Purchase of enterprise

If the notification refers to the purchase of an enterprise, for example when a limited company takes over a shoe shop or hairdress- ing saloon from another limited company the date of the purchase must be stated here.
Purchase/sale

For an enterprise to be accepted as purchased or sold, the same activities must be continued under the ownership of another entity. These conditions must be satisfied: The assets that are necessary elements in the enterprise such as raw materials, production equipment, stocks, contracts and others, must in their entirety or essentially be transferred in one transaction. If the assets that are part of the enterprise are sold separately so the enterprise cannot continue, notification of winding down of the enterprise must be submitted.

Sales of shares or change of partners in general partnerships are not accepted as purchase or sale of an enterprise.

Notification of the purchase/sale of an enterprise must be submitted when the enterprise is continued with a new type of company or new body corporate, even with the same owner or owners. This may be the case when changing from a sole proprietorship to a limited company.

Bear in mind that when a notifi cation is submitted concerning the purchase/sale of an enterprise, employees that are registered as part of the entity will automatically be transferred to the entity taking over if they are not reported as leaving the entity (via NAV Aa Register).

9b Sale or liquidation of enterprise - Salg eller nedleggelse av virksomhet

Sale of enterprise

If the notification relates to the sale of an enterprise, for example when a limited company transfers a shoe shop or hairdressing saloon to another limited company the date for the transfer must be stated here.

See also the guide to Field 9a about sale or purchase of an enterprise.

Enterprise liquidation/termination

An enterprise is closed down if its production of goods and/or services for some reason is completely terminated. An enterprise is also terminated if:

  • A new owner launches completely new activities/production of goods and/or services in the same premises.
  • A new owner moves the whole previous enterprise to a new location in another municipality.
  • It is moved to another munici pality and a completely new activity/production of goods and/or services is started (same owner).

If the enterprise has been wound down (terminated), tick the field for this and enter the date of the winding down. Bear in mind that a notification of winding down an enterprise does not mean that the entity is struck off. If you wish the entity to be struck off, tick the box for «Striking off entity» in Field 2.4.

10a Purchase/takeover of enterprise from - Kjøp/overtakelse av virksomhet fra

Give information about the previous owner if the entity has purchased or taken over an enterprise. State the previous owner’s organization number if there is such a number.

11 Type of business/trade/industry - Virksomhet/bransje

Information about the line of business is the basis for assigning the entity a classification code. The classi fication is assigned pursuant to «Standard for næringsgruppering» (Standard for business classification) (SN2007). The classification code is used to prepare statistics describing the Norwegian business and industry/ labour market according to business/trade/industry.

Give as accurate a description as possible of the activities carried out or to be carried out. Bear in mind that it is not sufficient to state a general overriding purpose. Therefore you must state what will be produced/sold and/or which services/activities will be carried out. Make sure that you make it clear which category the business/trade/ industry activity belongs to.

Here are some examples of how detailed the description must be:

  • Agriculture: – Growing of cereals – Raising of dairy cattle
  • Transport: – Freight transport by road – Taxi operation
  • Industry: – Manufacture of household and sanitary goods and of toilet requisites – Manufacture of builders ware of plastic
  • Trade: – Agents involved in the sale of timber and building materials – Wholesale of electrical house- hold appliances and machines – Retail Sale of meat and meat in specialised stores
  • Building and construction: – Site preparation – Construction of residential and non-residential buildings – Plumbing, heat an airconditioning installation
  • Consultancy: – Business consultancy activities – Consultancy services in soft ware development of customer- specified software

If the entity operates in several lines of business/trade/industry, you must enter each of these in order of priority according to the amount of turnover or employment.

Entities that do not operate business activities must state the activity undertaken. Examples include marching bands or sports clubs.

Foreign entities must state the (business) activity being conducted in Norway, or must state what the basis for the registration is.

If you are submitting a notification of changes, you must state what the new activity is and give the date this entered into force. If the entity has started additional activities, you must also state the prior activities.

12 General manager, owner, business manager or other contact person - Daglig leder, innehaver, forretningsfører eller annen kontaktperson

Sole proprietorships must always state who the owner is. By owner we mean the person who has unlimited personal liability for the sole proprietorship’s obligations. You must also state who the general manager is, if the entity has one.

Foreign entities with business premises in Norway must state who the general manager is for the entity in Norway, if such a manager has been chosen, and the owner, if the entity is a sole proprietorship in the country of origin.
Foreign entities without business premises in Norway undertaking business for which VAT is applicable must state the entity’s Norwegian VAT representative. If the Norwegian representative is a body corporate, a contact person must also be stated.
Other foreign entities must state who their contact person is.

Other types of entities
must state who the general manager or business manager is. By general manager/business manager we mean the person
who has the day-to-day administrative management of the entity, and who is authorized to represent the entity externally in matters connected with the day- to-day management.
If the general manager/business manager is a body corporate, you must also state who the contact person is.
If the entity does not have a general manager/business manager, you must give the details of a contact person.

Personal identification number/D-number/organization number

Individuals: make sure that the date of birth and national identity number are entered in addition to the person’s name and residence address. Cf. section 7 of the Act relating to the Central Coordinating Register for Legal Entities.
Body corporate: State the organization number and business address.
Foreign nationals:
State the D-number, i.e. the special number that identifies foreign nationals  who do not have a Norwegian national identity number.

Assignment of a D-number

A D-number identifies foreign nationals who do not have a Norwegian national identity number. The D-number is assigned by the National Population Register and must be used in all contexts where such identification is needed by the Norwegian authorities.

If the Brønnøysund Register Centre is to be able to order a D-number, the person in question must attach a certified copy of a valid identity document with a picture, where the person’s full name, date of birth, gender and nationality are entered – for example, a passport. The copy must also be certified by the Nordic police authorities, Norwegian public authorities, Norwegian lawyer, a foreign entity with notary public competence, a Norwegian certified public accountant, a Norwegian state authorized or registered auditor.

The copy must also be stamped by the entity to certify the document.

We recommend that you use the form “Request for assignment of a D-number”.

Note that national identity number or D-number is only for in-house use. These numbers cannot be made public, cf. section 22 of Act relating to the Central Coordinating Register for Legal Entities.

13 Requested type of written language - Ønsket målform

All communication written to the entity will be in the selected form of the Norwegian language (there are two official Norwegian languages, nynorsk and bokmål).

14 Articles of association/Articles of partnership - Vedtekter/selskapsavtale

State the date when the articles of association or partnership agreement were established or changed.

This field must be filled in for registration in the Register of Business Enterprises and the Foundation Register, and must be filled in by all types of entities, except sole proprietorships.

The articles of association or partnership agreement must be attached when a new registration
is being made. When the articles of association or partnership agreement are being changed, an updated copy must be attached.

15 Capital in companies, public limited companies, partnerships and foundations - Kapital i aksjeselskap, allmennaksjeselskap, kommandittselskap, stiftelser med flere

In the upper section of the field, enter the capital when you are registering limited companies, public limited companies, limited partnerships and foundations.

Here you also report changes of capital, for example capital increases, decrease in capital and payment of capital in limited partnerships. The boxes to be ticked indicate the type of change of capital. You must also tick for whether the subscribed capital comes under the prospectus obligation pursuant to section 7-2 of the Securities Trading Act. It does in cases where the invitation to subscribe is addressed to 100 persons or more and is for an amount of at least € 100 000, cf. section 7-2 of the Securities Trading Act. If the prospectus must be approved pursuant to section 7-7 and section 7-8 of the Securities Trading Act, notification must be given to the Oslo Stock Exchange, and in other cases it must be given to the Register of Business Enterprises, cf. section 7-10 of the Securities Trading Act. It is a requirement that the prospectus has already been registered with the Oslo Stock Exchange or the Register of Business Enterprises. If the prospectus has been registered by the Oslo Stock Exchange, the prospectus and other subscription material must be attached. A copy of a letter from Oslo Stock Exchange that the prospectus has been registered must also be attached, or a declaration must be provided from those who are under the obligation to report that the prospectus has been sent to the Oslo Stock Exchange.

Limited companies and public limited companies must provide more detailed information in field 27 of the form – “Other remarks/information/Andre merknader” when the capital increase is based on authorization from the board, convertible loan, subscription right shares or independent subscription rights. See the instructions for field 27.
The full share capital must be paid up before registration in the Register of Business Enterprises.
Foreign entities: State the share capital and how much of it has been paid up, if the entity is a limited company. State the capital in the national currency of the country of origin.
Savings banks that have issued negotiable primary capital certificates must state the primary capital in Field 27 – “Other remarks/information/Andre merknader”.
Foundations: The basic capital must be stated in the field for “Capital pursuant to articles of association/partnership agreement/Kapital i henhold til vedtekter/selskapsavtale”.

16 Decision to decrease capital - Beslutning om kapitalnedsettelse

In this field you report decisions to decrease capital as the basis for any notice to creditors. You must tick the applicable place for what the decrease will be used for in accordance

with the minutes. Implementation of a capital decrease after the time limit has expired must be reported in Field 15.

Use Field 18 to report decrease in capital in connection with a demerger.

17 Merger - Fusjon

This field must be used by limited companies, public limited companies, co-operative and other entities that can be merged pursuant to the relevant acts.

If the merger complies with the special rules for merger with a parent company and a wholly owned subsidiary, cf. section 13-23 of the Limited Liability Companies Act and section 13-24 of the Public Limited Liability Companies Act, and section 118 of the Cooperative Societies Act, or between two companies with the same owner, cf. section 13-24 of the Limited Liability Companies Act, this must be ticked in the appropriate place.

Tick in the upper section of the field to indicate whether the notification refers to a transfer, i.e. dissolution for a merger, or take-over of an enterprise. When reporting dissolution for a merger, this must also be ticked in Field 2.3 for the decision to wind up the entity. The transferring company and the company taking over must both submit notification.

Cross-border mergers:
If it concerns a merger between a Norwegian and a foreign enterprise, tick ‘cross border merger’. Notification of a cross-border merger takes place in three steps. Contact the Register of Business Enterprises for more information.

Fill in the field with the name/business name, organization number and address of the enterprise that is part of the merger. If there is inadequate
space, Field 26 – «Other remarks/information/Andre merknader/opplysninger» can be used.

If the notification concerns a merger plan, state this in the bottom part of the field.

After the expiry of the creditor time limit, notification must be submitted of completion of the merger for all the enterprises taking part.

Co-operatives:
If a merger decision for a co-operative requires approval by the Foundation Authority, the enterprises cannot report their decisions to the Register of Business Enterprises before such approval has been granted. Approval by the Foundation Authority must be attached to the notification to the Register of Business Enterprises. For more detailed information about the relation to the Foundation Authority, see the Act relating to Cooperative Societies.

18 Demerger - Fisjon

This field must be used by limited companies, public limited companies,co-operative and other entities that can be demerged according to the law..

In the field’s first section the enterprise to be demerged must state whether the demerger will lead to a capital decrease, dissolution or partialseparation of assets, rights and obligations. Tick for «Capital decrease in relation to demerger/Kapitalnedsettelse i forbindelse med fisjon» when the business enterprise will only be selling part of its total assets, rights and obligations to one or more enterprises taking over. If the enterprise that is selling is to transfer all its assets, rights and obligations to two or more enterprises taking over, tick for «Dissolution to demerge with/Oppløsning for å fisjonere med». When reporting dissolution for a demerger you must also tick for the decision to dissolve the entity in Field 2.3.

If the enterprise that is selling is a housing association or co-operative, and only intends to separate a part or parts of its total assets, rights and obligations to one or more enterprises taking over, tick «separating part(s) of the enterprise to/å skille ut del(er) av foretaket til».

The enterprise(s) taking over must tick for «taking over/å overta». The transferring company and the company taking over must both submit notification.

Cross-border demergers:
If it concerns a demerger between a Norwegian and a foreign enterprise, tick ‘cross border demerger’. Notification of a cross-border demerger takes place in three steps. Contact the Register of Business Enterprises for more information.

Fill in the field with the name/business name, organization number and address of the enterprise that is part of the demerger. If there is inadequate
space, Field 26 – «Other remarks/information/Andre merknader/opplysninger» can be used.

If the notification concerns a demerger plan, state this in the bottom part of the field.

After the expiry of the creditor time limit, notification must be submitted of completion of the demerger for all the enterprises taking part.

Co-operatives:
If a demerger decision for a co-operative requires approval by the Foundation Authority, the enterprises cannot report their decisions to the Register of Business Enterprises before such approval has been granted. Approval by the Foundation Authority must be attached to the notification to the Register of Business Enterprises. For more detailed information about the relation to the Foundation Authority, see the Act relating to Cooperative Societies.

19 Board of directors, partners etc. - Styre, deltakere og annet

Registration in the Central Coordinating Register for Legal Entities: The field must be filled in if the entity has a board of directors, partners, general partner or owner municipality.

Foundations: All foundations must have a board of directors. Enter the complete board (chairman of the board, deputy chairman of the board, members of the board, deputy members of the board and observer) with complete national identity numbers, names and addresses.

Registration in the Register of Business Enterprises:
The following types of entities must have a board of directors:

  • limited companies /aksjeselskap
  • public limited companies /allmennaksjeselskap
  • housing cooperatives /borettslag
  • house building cooperatives /boligbyggelag
  • co-operatives /samvirkeforetak
  • condominium flat owners /eierseksjonssameier
  • mutual insurance companies /gjensidige forsikringsselskap
  • foundations /stiftelser
  • savings banks /sparebanker
  • companies with limited liability /foretak med begrenset ansvar
  • public corporations /statsforetak
  • associations/clubs/organizations /foreninger/lag/innretninger
  • inter-municipal companies /interkommunale selskap
  • municipal business entreprises /kommunale foretak
  • county municipal business enterprises/fylkeskommunale foretak
  • pension funds / pensjonskasser

General partnerships, limited partnerships and jointly owned shipping companies must provide the names of the board of directors if they have one.

Foreign entity with business premises in Norway: Enter the board of directors if the board has been elected particularly to address the division in Norway. The board of directors and/or general partners in the country of origin must be stated in Field 26.

Gender representation on the board of directors: A requirement for gender representation on the board applies to some enterprises. For more information about rules and exceptions, please see the specific acts of law that apply to individual forms of organisation.
Enterprises whose form of organisation entails a conditional requirement for gender representation on the board must, on each election of representatives to the board, consider whether they are subject to such a requirement. This information must always be reported on initial registration. If the requirement for gender representation on the board should change, this must be reported together with the changes that are made to the board of directors.
Note: Forms of organisation that are subject to an unconditional requirement for gender representation on the board are not required to report this information.
Forms of organisation that are subject to a conditional requirement for gender representation on the board:

  • Housing associations (of more than 1,000 members)
  • Cooperative enterprises (of more than 1,000 members). Exceptions: The rules on gender representation shall not apply to cooperative enterprises or mutual insurance companies where fewer than 5% of the total number of natural persons who are members of the enterprise are of one gender when the elections are held.
  • Mutual insurance companies (of more than 1,000 members) Exceptions: The rules on gender representation shall not apply to cooperative enterprises or mutual insurance companies where fewer than 5% of the total number of natural persons who are members of the enterprise are of one gender when the elections are held.
  • Limited liability companies (where the municipality/county owns at least 2/3 of the shares)
  • Limited liability companies (if wholly owned by the state, a subsidiary to such a company or a subsidiary of a state enterprise)

Forms of organisation that are subject to an unconditional requirement for gender representation on the board:

  • Public limited liability companies
  • Inter-municipal companies
  • State enterprises
  • Health trusts
  • Regional health authorities
  • European companies

If an enterprise is subject to a gender representation requirement, bot genders must be represented as follows:

  • Where there are two or three board members, both genders shall be represented.
  • Where there are four or five board members, there shall be at least two representatives of each gender.
  • Where there are between six and eight board members, there shall be at least three representatives of each gender.
  • Where the board has nine members, there shall be at least four representatives of each gender, and if there are more than nine board members, each gender shall have at least 40% representation.
  • The same rules apply to deputy members.

When two or more board members are to be elected from among the employees, both genders shall be represented. The same applies to deputy members. However, this shall not apply if fewer than 20% of the enterprise’s total number of employees are of one gender when the elections are ­held. Where board members are elected by the employees, this shall be reported on the form.

State the complete board (chairman of the board, deputy chairman of the board, members of the board, members of the board and observer) with complete national identity numbers, names and addresses for new registrations and changes. Remember to label any employee representatives with a «D» for «elected by employees» in the field for special information. For limited companies and public limited companies, it can be stated whether a member or deputy member elected by the owners represents a particular class of shares (A, B or C) in the field for «special information/spesielle opplysninger».

The following entities must state the partners:

  • general partnership
  • jointly owned shipping company
  • inter-municipal company

State the names of all the partners for new registrations and later changes. Use a separate attachment if the form has inadequate space for all the partners.

Municipal business enterprises and County municipal business must state the owner municipality.

General partnerships with shared liability and inter-municipal companies must state the liability proportion as a percentage or fraction in the field for liability proportion «ansvarsandel». Limited partnerships must state who the general partner is.

Persons having functions may be natural persons or in some cases a body corporate. Fill in names, addresses (postal number and place) and national identity numbers or organization numbers, cf. section 7 of the Act relating to the Central Coordinating Register for Legal Entities. Foreign nationals must state the D-number. (D-number: see the instructions for Field 12.) National identity numbers/D-numbers are only for in-house use, and will not be published, cf. section 22 of the Act relating to the Central Coordinating Register for Legal Entities.

The documentation that has to be attached can be seen in the list of required attachments for registration and changes in, respectively, the Central Coordinating Register for Legal Entities and the Register of Business Enterprises.

20 Signature - Signatur

State who has the right to sign for the entity. A signature is authorization to act and sign on behalf of the entity in business relationships. The right to sign can be assigned to persons acting in certain roles, named persons or entities. If none of the standard alternatives in the form can be used, the signature agreement can be entered under «Other signature agreement/Annen signaturbestemmelse».

If the right to sign has been assigned to named persons,you must state the name, address and national identity number of the person(s) assigned this right under «Other signature agreement». Foreign nationals must state the D-number. (D-number: see the instructions for Field 12.) National identity numbers /D-numbers are only for in-house use, and will not be published, cf. 15 section 22 of the Act relating to the Central Coordinating Register for Legal Entities.

If several persons have the right to sign, it must be clear whether they hold this right separately or jointly. Restrictions beyond this cannot be registered. Make sure that the signature agreement that is reported is in accordance with the entity’s articles of association or partnership.

Foreign entity: If persons affiliated with the Norwegian enterprise have been assigned the right to sign, this must be stated. The right to sign cannot be restricted to only apply to the activities in Norway.

In the event of any changes made to the right to sign, all those who are entitled to sign for the entity after the change must be stated

21 Power of procuration - Prokura

State who has been assigned the authority to bind the business enterprise per procurationem. The authority to bind a business per procurationem is an authorization in the same way a signature is, but it is not as comprehensive. A person authorized to bind a business enterprise per procurationem cannot without explicit authorization transfer or mortgage the entity’s real property or moveable assets that can be registered in the Register of Ships or the Register of Aircraft, or act on its behalf in legal proceedings.

If the right to bind the business enterprise per procurationem has been assigned to named persons, you must state the name, address and national identity number of the person(s) assigned the right to bind the business enterprise under «Other provisions relating to the authority to bind the business enterprise». Foreign nationals must state the D-number. (D-number: see the instructions for Field 12.) National identity numbers /D-numbers are only for in-house use, and will not be published, cf. section 22 of the Act relating to the Central Coordinating Register for Legal Entities.

If several persons have the authority to bind the business enterprise per procurationem, it must be made clear whether they have this authority separately or jointly. Restrictions beyond this cannot be registered.

Foreign entity: If persons affiliated with the Norwegian activities have been assigned the authority to bind the business enterprise per procurationem, this must be stated. The authority to bind the business enterprise cannot be restricted to only apply to the activities in Norway.

For later changes, all persons empowered to bind the business enterprise per procurationem must be listed.

22 Auditor - Revisor

Registration in the Central Coordinating Register for Legal Entities: This field must be filled in if the entity has an auditor.

Registration in the Register of Business Enterprises: As a general rule, the enterprise must have an auditor. If not based on legislation or provisions, there is no obligation to have an auditor if the entity has five or less liable partners and/or an annual turnover lower than NOK 5 million.

For limited liability companies in particular:
A limited liability company is in principle obliged to have an auditor. However, the company’s general meeting can, by the same majority as required for amendments to the articles of association, decide to authorise the board of directors to decide that the company’s annual accounts will not be audited. The following conditions must be met for a limited liability company to decide that its annual accounts will not be audited:

  • Its operating revenues must be lower than NOK 5 million and the balance sheet total lower than NOK 20 million. The average number of employees must be 10 or fewer full-time equivalents, cf. Section 7-6 of the Limited Liability Companies Act.
  • The company must not be engaged in running a pharmacy or a law firm or be approved as a lottery operator pursuant to the Lottery Act, cf. the Auditors Act Section 2-1 fourth paragraph.
  • The company cannot be the parent company of a group of companies, cf. the Auditors Act Section 2-1 fifth paragraph.
  • The company cannot be subject to the supervision of the Financial Supervisory Authority of Norway, cf. the Auditors Act Section 2-1 sixth paragraph.
  • The tax assessment or customs and excise authorities must not have imposed an audit obligation on the company.
    The minutes from the general meeting showing that authorisation was granted and the minutes from the board meeting showing that it was decided not to audit the company’s annual accounts must be enclosed with the notification.

The board of directors’ decision not to audit the accounts does not take effect until it has been registered in the Register of Business Enterprises.

Special requirements:
The auditor must be approved by the Financial Supervisory Authority of Norway and registered in the Register of Auditors. The following companies can have an auditor who is not registered in the Register of Auditors:

  • inter-municipal companies
  • municipal business enterprises
  • county municipal business enterprises

Filling in:
The field must be filled in with the auditor’s name/business name, address and organization number, cf. section 7 of the Act relating to
the Central Coordinating Register for Legal Entities. Note that the field has a line for the auditor’s signature. If the auditor signs in this field, the attachment of a separate declaration of acceptance is not required. However, if confirmation of paid-up capital is required, a separate declaration of this must be attached.

23 Accountant - Regnskapsfører

Special requirements: The accountant must be approved by the Financial Supervisory Authority of Norway and registered in the Register of Accountants.

Filling in: The field must be filled in with the accountant’s name/business name, address and organization number. State the national identity number/D-number if the accountant does not have the right to register in the Central Coordinating Register for Legal Entities.

Note that the field has a line for the accountant’s signature. If the accountant signs in this field, the attachment of a separate declaration of acceptance is not required.

24 Name and address etc. for the entity in Norway - Navn og adresse med mer for virksomheten i Norge

Foreign entity with business premises in Norway: State the name/business name and business address. The entity may have a separate name/business name in Norway or use the same name/business name as in the country of origin.

25 Group/enterprise group - Konsern/foretaksgruppe

The Central Coordinating Register for Legal Entities requires information about entities that are part of a group or enterprise group, cf. section 6 first paragraph k) of the Act relating to the Central Coordinating Register for Legal Entities. Entities that are part of a group or enterprise group are under the obligation to report particular information to the Central Coordinating Register for Legal Entities, cf. the regulations dated 9 February 1995 relating to registration of a body corporate etc. in the Central Coordinating Register for Legal Entities. Tick off if the entity is part of a group or enterprise group (konsern/foretaksgruppe) or if changes have been made. Further information on how to report this will then be sent to you.

26 Other remarks/information - Andre merknader/opplysninger

Here you report information that you don not find a place for in the other fields of the form. Attach a separate sheet if there is inadequate space. Examples of information to be reported here:

Limited companies and public limited companies:

  • authorization to the board of directors to increase the share capital through a new subscription. When reporting a capital increase based on authorization from the board of directors, converting loans, issued subscription right shares or free-standing subscription rights, information must be provided concerning the date when the authorization to the board of directors was given, the loan taken out, or the subscription right shares or subscription rights were issued. If the reported capital increase comes from different authorizations (for example authorization from the board of directors and converting a loan), specification must also be given as to how the capital increase is distributed.
  • authorization to the board of directors to acquire own shares for ownership or mortgaging
  • authorization to the board of directors to acquire shares in the parent company for ownership or mortgaging
  • authorization to the board of directors to raise a loan with the right to demand shares issued (convertible loan)
  • decision to raise a loan with the right to demand shares issued (convertible loan). When reporting a capital increase based on authorization from the board of directors, converting loans, issued subscription right shares or free-standing subscription rights, information must be provided concerning the date when the authorization to the board of directors was given, the loan taken out, or the subscription right shares or subscription rights were issued. If the reported capital increase comes from different authorizations (for example authorization from the board of directors and converting a loan), specification must also be given as to how the capital increase is distributed.
  • authorization to the board for distribution of dividend
  • agreement, that has to be reported, with shareholders or members of the company’s administration with further
  • decision to issue subscription right shares. When reporting a capital increase based on authorization from the board of directors, converting loans, issued subscription right shares or free-standing subscription rights, information must be provided concerning the date when the authorization to the board of directors was given, the loan taken out, or the subscription right shares or subscription rights were issued. If the reported capital increase comes from different authorizations (for example authorization from the board of directors and converting a loan), specification must also be given as to how the capital increase is distributed.
  • decision to issue free-standing subscription rights. When reporting a capital increase based on authorization from the board of directors, converting loans, issued subscription right shares or free-standing subscription rights, information must be provided concerning the date when the authorization to the board of directors was given, the loan taken out, or the subscription right shares or subscription rights were issued. If the reported capital increase comes from different authorizations (for example authorization from the board of directors and converting a loan), specification must also be given as to how the capital increase is distributed.

Limited partnerships which have changed limited partners must provide information about this.
Savings banks that have issued negotiable primary capital certificates must state the primary capital.
Foreign entities must provide the following information about the main business enterprise in the country of origin:

  • type of entity
  • registration number and the name of the register, if the entity is registered in a public business enterprise register
  • general partners/board of directors. State the name, address and date of birth.
  • signature agreements . State the name, address and date of birth.
  • state whether the entity is wholly owned by Norwegian nationals or a Norwegian business enterprise.

Public sector: entities must state the name and organization number of the superior entity.
For all types of entities:

  • Personal resignation in accordance with section 4-6 of the Act relating to the Register of Business Enterprises. State the role(s) resigned from. A fee must be made for notifying about a personal resignation from the role of general partner. See the instructions for Field 2.2.
  • Special striking off from the Register of Business Enterprises. See the instructions for Field 2.4.
27 Signatures - Underskrifter

The notification must be signed if it is to be approved.

Those who sign the notification confirm that the information provided is correct, and that they are aware that providing incorrect information is a punishable offence, cf. section 189 of the Norwegian General Civil Penal Code.

The decision of who is to sign this notification is made according to where the entity is to be registered.

If the notification only relates to the Central Coordinating Register for Legal Entities, it must be signed by the general manager, business manager or the representative/contact person. In the case of sole proprietorships, the owner must sign.

In the case of registration in the Foundation Register, the notification must be signed by a person authorized to sign or all the members of the board.

Registration in the Register of Business Enterprises

The notification to the Register of Business Enterprises must be signed by a person authorised to sign on behalf of the company or by all persons obliged to submit notification. For sole proprietorships, it is the proprietor who is obliged to submit notification.

In general and limited partnerships, each partner is obliged to submit notification unless the partnership has a board of directors. In such case, the obligation to submit notification rests with each individual board member.

In all other enterprises, the obligation to submit notification rests with each individual board member.

Newly elected members of the board who have not signed the notification must sign a declaration of acceptance, confirming that they have accepted the position as a member of the board of directors.

When a general partnership is registered for the first time and when there is a change, participants who have not signed the notification must attach a declaration of acceptance for registration in the Register of Business Enterprises.

For foreign entities registered in Norway, the notification must be signed by a person authorized to sign or by a person under the obligation to submit notifications. Those under the obligation to report are members of the board of directors for the Norwegian enterprise. If such a board of directors does not exist, the person responsible is the general manager of the Norwegian entity.