- The Articles must state the enterprise’s “firm”, i.e. the official name of the enterprise. A Norwegian company with limited liability must include the word ”aksjeselskap” or the abbreviation AS as part of the firm.
- The articles must state in which municipality the enterprise will have its main office. This office is considered the location of the enterprise, where shareholders and others may contact the enterprise. If the enterprise only runs its business from one location, this will normally be the municipality listed as having the main office.
- The Articles must state the nature of the business. One may use terms like “consultancy services” or ”manufacture of furniture”, etc.
- The Articles must state the share capital. The minimum capital is NOK 30 000.
- Furthermore, the Articles must indicate the nominal value of the shares. The nominal value is defined as the sum of Norwegian Crowns (NOK) each share is set to, and the sum is also the minimum the shareholder must pay for the share. The Act states that all shares must have the same nominal value. Each share’s nominal value multiplied by the number of shares must equal or exceed the minimum share capital of NOK 30 000.
- The Articles must state the number of members of the board. It may be stated with one exact number or a minimum number of members. If the share capital is less than NOK 3 million, the Act does not require a minimum number of members, apart from the fact that there must be at least one board member.
- Limited liability companies must hold a general assembly at least annually. The General Assembly approves the annual financial statement (annual accounts) and the board’s annual report, and decides on profit sharing. This meeting is denoted the ordinary general assembly. The Company Articles state what issues shall be raised at the ordinary general assembly. In addition to the above mentioned issues that are regulated by the Act, the company articles may state that the ordinary general assembly shall deal with other issues as well.
- The Act demands that the Articles indicate whether the enterprise will have more than one manager and if it will be registered in the Norwegian Central Securities Depository. These questions are normally not applicable to small companies.
In addition to the Company Articles, the Act requires certain additional contents of the Memorandum of Association:
Primarily, all founders must be identified by name, address and personal identification number (fødselsnummer).
The memorandum must also state how many shares each founder buys. One person may buy several or even all shares, and the founders may buy different number of shares.
The memorandum must state the price for each share. This sum is denoted share deposit, and it forms the shareholders part of the share capital. It may be decided that the share deposit be paid in the form of money or in other assets/property. If the latter, there are certain rules as to the documentation of the value of the goods/property.
Note that the sum paid for the share can never be lower than the nominal value as indicated by the Company Articles. However, it may be higher. In such a case, it is said that the shares are bought at a premium.
The Memorandum of association declares the latest date for payment of the share deposits into the company's account. The Act states that the share deposits must be paid in full before the company is registered in the Register of Legal Entities. Another requirement is that the company is registered within 3 months after the signing of the Memorandum of association. Consequently, it is advised that the final date for payment of the share deposits is before the 3 months have passed.
In addition, the Memorandum decides the members of the board and the auditor of the company.
Last changed: 17/01/2012 Print