LLP is an alternative corporate business form that gives the benefits of limited liability of a company and the flexibility of a partnership. The LLP can continue its existence irrespective of changes in partners. It is capable of entering into contracts and holding property in its own name. The LLP is a separate legal entity, is liable to the full extent of its assets but liability of the partners is limited to their agreed contribution in the LLP. Further, no partner is liable on account of the independent or un-authorized actions of other partners, thus individual partners are shielded from joint liability created by another partner’s wrongful business decisions or misconduct. Mutual rights and duties of the partners within a LLP are governed by an agreement between the partners or between the partners and the LLP as the case may be. The LLP, however, is not relieved of the liability for its other obligations as a separate entity. Since LLP contains elements of both ‘a corporate structure’ as well as ‘a partnership firm structure’ LLP is called a hybrid between a company and a partnership.

Company Registration in Norway |

An overview of company registration in Norway

Norway offers many advantages to investors that conduct business there. Norway is a developed nation, and the government provides many incentives for business operations. Despite being located in Europe, Norway is not a member of the EU. The European Free Trade Area includes it (EFTA). An investor would therefore weigh all the benefits listed above before choosing to register a company in Norway.

Overview

The Norwegian government offers a variety of incentives for business owners to operate their enterprises. One month is all it takes to incorporate a company in Norway, making doing business there very simple. In order to manage a company in Norway, resident shareholders and directors are not required to be chosen. Foreign shareholders and directors may exercise control over a Norwegian-formed company. In terms of ease of doing business, Norway is ranked 25th in the world. Therefore, business owners and investors would choose to register their companies in Norway.

Advantages of Norwegian Company Registration

The advantages of registering a company in Norway are as follows:
Speedy Registration Process- A company can be incorporated in Norway in a short amount of time. In Norway, opening a business is simple and requires little paperwork or administrative effort.

Ownership Structure- No Norwegian appointment is necessary for resident directors. As a result, non-residents can be appointed as a company's directors. Foreign investors may own a portion of the business. The ownership structure makes it a popular place to incorporate a business.

Efficiency of Business- Norway is ranked 25th in the world for business accessibility. Numerous benefits are offered for conducting business in Norway. These incentives would include various tax breaks and subsidies for businesses carrying out R & D in the oil and energy sectors.

Zone of Free Trade- Norway has a number of free trade zones where businesses can operate. A specific free trade zone in Norway called Svalbard provides advantages like a complete tariff and VAT exemption. As a result, many investors choose to register their companies in Norway.

Lower Corruptness- Norway is ranked as one of the least corrupt nations in the world by the Transparency International Index. Regarding combating corruption and money laundering, it is placed fifth.

Transportation Hub- Norway is surrounded by water, thus there is affordable transportation in the form of commercial vessels. As a result, Norway offers a plethora of trading prospects. An investor may find it appealing to proceed with the Norwegian business registration process due to all the benefits listed above.

Business Structures Acceptable for Norwegian Company Registration

The following business structures are acceptable for Norwegian company registration-
Private LLCs- Private limited liability companies are also referred to as private LLCs. It also goes by the name "Aksjeselskap," which has Nordic origins. Private LLCs would be subject to the limited liability and separate legal entity principles. Typically, the board of directors of this type of company would take into account all significant corporate decisions. A private LLC would select a general manager to oversee its operations.

Public Limited Liability Companies- Companies with public limited liability status have their securities listed on a public stock exchange. Public limited liability companies would be subject to the limited liability and distinct legal entity principles. A public limited liability company's general manager, board of directors, and shareholders would make the majority of the decisions. Shares of foreign companies may be listed on regulated public exchanges.

Unlimited Liability Partnerships- Partnerships typically choose a general manager to oversee the operations of the company. Partners' liability may be either limited or infinite.

Branch Office- A non-resident Norwegian company can create an entity called a branch office. A business that was founded outside of Norway may open a branch office there. Utenlandsk Foretak is another name for the branch office established in Norway. These offices were established to handle particular types of expansion initiatives.

Free Zone LLC- These businesses are typically incorporated in Norwegian Free Zones. Due to the government's limited provision of VAT and duty-free subsidies, a person seeking to register a company in Norway would use this type of structure. These types of businesses often have to pay a 16% limited company tax.

Qualifications for Norwegian Company Registration

The following qualifying requirements must be met in order to register a company in Norway:
Capital Minimum Requirements- For the registration of a business in Norway, the following minimal capital is needed:

The minimum capital needed for private limited liability companies is NOK 30,000.

The minimum capital requirement for Public LLCs is NOK 1,000,000.

There is no minimum capital requirement for Partnerships with Unlimited Liability.

Minimum of one shareholder- In order to register a company in Norway, an applicant must have a minimum number of shareholders. The following conditions must be met in terms of the required minimum number of shareholders:

There must be a minimum of one shareholder for a Private Limited Liability Company.

If the public limited liability company's articles of association do not include a cap on the number of shareholders, there is none.

There are no restrictions for choosing a shareholder in a partnership, but managing the partnership's operation requires the presence of at least two partners.

Minimum of two directors- In Norway, a minimum number of directors must be selected in order to govern a company. The following criteria must be met in terms of the required minimum number of directors:

The person in charge of the board of directors must be appointed for a private limited company. The number of directors for this type of company is not restricted unless the articles of association specifically specify otherwise.

There must be a minimum of one director for a partnership company.

A minimum of three directors are required for Public Limited Liability Company. Any business with a corporate assembly needs 5 directors.

Nationality- Companies are not required to have shareholders and directors who live in their jurisdiction. Therefore, an applicant seeking to register a company in Norway may name international shareholders and directors. Regarding nationality, the following must be sufficient:

A general manager is necessary for a private company, nevertheless. The chief executive officer must reside in Norway. Additionally, the general manager may reside at the European Economic Committee (EEC).

Norwegian or EEC citizens must make up half of the board of directors.

There are no specific residence requirements for directors of partnerships.

Norwegian Company Registration Process

An applicant conducting business in Norway would need to meet the following criteria:
Private Limited Company

The incorporation memorandum must first be signed by the applicant seeking business formation in Norway.

The application would then have to supply information regarding the company's subscribers, its purpose for being formed, and the minimum share commitment.
If the applicant chooses to pay their contribution in cash, they must create a bank account in Norway.
The incorporation procedure must then be submitted along with the coordinated register notice following the completion of this process. The Norwegian Register of Business Enterprises must receive this (NRBE). Additionally, a declaration must be submitted with all necessary supporting documentation.

Public Limited Company

A public limited company can be incorporated using the same process as a private limited LLC.

For this kind of company, a minimum of three directors must be selected, but only when the company's directors are chosen.

Unlimited Liability Partnerships

The applicant should execute the partnership agreement before registering the company in Norway.

The partnership agreement must include information on the participants' names, the partnership's goals, and all other requirements.
The partnership agreement must specifically specify the partners' obligations. The partners' collective liability may be pro rata, limited, or infinite.
Along with the coordinated register requirements, all the necessary information must be sent to the NRBE.

Requirements for Norwegian Company Registration

All entities that are registered in Norway must abide by the relevant legal requirements. The following requirements must be met:

The partnership deed must be signed by each participant in a partnership.

The annual accounts of the partnership and any resolutions outlined in the articles of association must be approved at least once a year at an annual meeting. The same is true for meetings, which must be co-hosted.

Board meetings must take place at least once every year for Private Limited Companies. Any unique concerns would be approved at all board meetings. If the partnership has a board, then annual accounts must be approved at least once a year at a meeting.

Private and public LLCs are both required to pay annual corporate tax. Partnerships must also pay their fair share of taxes. In addition, partners are responsible for their own taxes. Companies currently have to pay a 22% company tax. In Norway, the highest income tax rate is 38.1%. However, certain businesses in the finance industry pay a company tax rate of 25%.

According to the requirements of the Norwegian Companies Registry, annual filings must be completed.

Documents Needed for Norwegian Company Registration

Public and Private Limited Liability Companies

Memorandum of Incorporation

Articles of Association

Shareholders Registry for Public Limited Liability

Shareholders Register

Information on Appointment of Shareholders, Directors, and General Manager

Statement from the company's auditor regarding the paid-up share capital

Verified by an auditor is a statement made by the applicants regarding the contribution.

Partnership with Unlimited Liability

Partners' signatures with the NRBE

Partnership agreement and information about them are registered

Appointment of directors (if the partnership has directors) and

An auditors' declaration.

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FAQs

Concept of LLP

LLP is an alternative corporate business form that gives the benefits of limited liability of a company and the flexibility of a partnership.
The LLP can continue its existence irrespective of changes in partners. It is capable of entering into contracts and holding property in its own name.
The LLP is a separate legal entity, is liable to the full extent of its assets but liability of the partners is limited to their agreed contribution in the LLP.
Further, no partner is liable on account of the independent or un-authorized actions of other partners, thus individual partners are shielded from joint liability created by another partner’s wrongful business decisions or misconduct.
Mutual rights and duties of the partners within a LLP are governed by an agreement between the partners or between the partners and the LLP as the case may be. The LLP, however, is not relieved of the liability for its other obligations as a separate entity.

Since LLP contains elements of both ‘a corporate structure’ as well as ‘a partnership firm structure’ LLP is called a hybrid between a company and a partnership.

Structure of LLP

LLP shall be a body corporate and a legal entity separate from its partners. It will have perpetual succession.

Advantages of LLP

LLP form is a form of business model which:

(i) is organized and operates on the basis of an agreement.

(ii) provides flexibility without imposing detailed legal and procedural requirements

(iii) enables professional/technical expertise and initiative to combine with financial risk-taking capacity in an innovative and efficient manner

Other Countries where this form is available

The LLP structure is available in countries like United Kingdom, United States of America, various Gulf countries, Australia and Singapore. On the advice of experts who have studied LLP legislations in various countries, the LLP Act is broadly based on UK LLP Act 2000 and Singapore LLP Act 2005. Both these Acts allow creation of LLPs in a body corporate form i.e. as a separate legal entity, separate from its partners/members.

Difference between LLP & ‘Traditional Partnership’

Under “traditional partnership firm”, every partner is liable, jointly with all the other partners and also severally for all acts of the firm done while he is a partner.
Under LLP structure, liability of the partner is limited to his agreed contribution. Further, no partner is liable on account of the independent or un-authorized acts of other partners, thus allowing individual partners to be shielded from joint liability created by another partner’s wrongful acts or misconduct

Difference between LLP & Company

A basic difference between an LLP and a joint stock company lies in that the internal governance structure of a company is regulated by statute (i.e. Companies Act, 1956) whereas for an LLP it would be by a contractual agreement between partners.
The management-ownership divide inherent in a company is not there in a limited liability partnership.
LLP will have more flexibility as compared to a company.
LLP will have lesser compliance requirements as compared to a company.

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Overview Advantages of Norwegian Company Registration Business Structures Acceptable for Norwegian Company Registration Qualifications for Norwegian Company Registration Norwegian Company Registration Process Requirements for Norwegian Company Registration Documents Needed for Norwegian Company Registration What Estabizz can do for you?FAQs Blog

An overview of company registration in Norway

Overview

Advantages of Norwegian Company Registration

Business Structures Acceptable for Norwegian Company Registration

Qualifications for Norwegian Company Registration

Norwegian Company Registration Process

Requirements for Norwegian Company Registration

Documents Needed for Norwegian Company Registration

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