by partner/lawyer Preben Kløvfjell

 

When a foreign company enters into a contract with a Norwegian company to conduct business in Norway, there are several issues they must take into consideration. In this article we will try to undergo several of these practical issues.

Foreign companies must comply with obligations within several jurisdictions, for example within Norwegian labor law, personal and corporate taxation, social security rights, pension and insurance, customs duties and taxes, registration and reporting obligations and company law.

The focus will be on foreign companies from EU/EEA/EFTA countries entering into temporary projects in Norway.

Registration requirements:

When looking at the rules for registration, it is important to distinguish between the foreign company registration duty and the individual employee’s duty. We will start by looking at the company’s obligations.

All foreign companies that wants to conduct business in Norway must get a Norwegian organization number. This is regardless of whether we are talking about temporary or permanent business. To obtain a Norwegian organization number one must establish a branch in Norway (NUF) or a separate Norwegian company. The company must be registered in the Norwegian Register of Business Enterprises (Foretaksregisteret). No equity is required to create the branch, but if it must be registered in the Norwegian Register of Business Enterprises (Foretaksregisteret), a registration fee is incurred.

It is the foreign company which is responsible for the activities of the Norwegian branch, and the branch must comply with Norwegian rules and legislation. There is free right of establishment in Norway. You do not need to be a resident of Norway to register a business.

There are no requirements considering the type of foreign companies that can be registered in Norway. This means that both companies with limited liability and companies without limited liability can be registered.

Registration of the business is done via Coordinated Register Notification (Samordnet registermelding). There are different versions of the form for the different organizational types. A foreign enterprise must conduct business in Norway or on the Norwegian continental shelf in order to obtain registration rights in the Norwegian Register of Business Enterprises (Foretaksregisteret). If the company only intends to enter into temporary business in Norway it is often recommend to register a branch of your foreign enterprise in Norway (NUF). A NUF, which conducts business activities, must be registered in the Norwegian Register of Business Enterprises (Foretaksregisteret). Business activities are activities that are suitable for returns and have a certain duration and scope. There is no clear limit on when an enterprise is considered to be conducting business in Norway.

The detailed rules for registration can be found in the Norwegian Business Register Act (foretaksregistreringsloven).

There must be a designated contact person in the Norwegian branch. There is a requirement that this person has a Norwegian national ID number or a D-number, but it is not required that the contact person resides in Norway. One can apply for a D-number with the Coordinated register notification registration form to the Brønnøysund Register Center (Brønnøysundregistrene). If several people are to have a formal role in the Norwegian branch, everyone must apply for a D-number. This is also done in connection with the registration of the company.

 

Law firm Tveter & Kløvfjell AS works with issues relevant for foreign companies from the EU / EEA / EFTA who want to conduct business in Norway. If you need legal assistance in connection with the establishment of a company, please contact the lawyers at Law firm Tveter & Kløvfjell AS, who have expertise and experience within company law. Please send a non-binding e-mail to advokat@klovfjell.no or call us on +47 22 17 74 00.