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Norway Information · Joined: 21 Oct 2006 Posts: 17 Home Country: norway

DOING BUSINESS IN NORWAY

STARTING A COMPANY

STANDARDIZED COMPANY
Legal Form: Private Limited Liability Company
Minimum Capital Requirement: 100,000
City: Oslo

Registration Requirements:

Procedure 1. Have the balance sheet examined by a certified outside auditor

Time to complete: 1 day

Cost to complete: NOK 4000

Comment: The auditor must issue 3 confirmation statements; (1) regarding the opening balance, (2) that the share deposit has been fully paid up and (3) acceptance of the auditor appointment by the company. Charges: NOK 3,000 - 5,000.

Procedure 2. Register with the Register of Business Enterprises (no later than 3 months after the memorandum has been signed)

Time to complete: 4 days

Cost to complete: NOK 6000

Comment: Registration also protects firm name. By filing the registration form over the internet, the processing time is reduced to 2-4 days in general, from the time all additional docs are received per regular mail by the Register of Business Enterprises.

Procedure 3. VAT registration with the regional tax office

Time to complete: 1 week

Cost to complete: no charge

Comment: VAT registration is required when the company's turnover has exceeded NOK 50,000. VAT cannot be charged on goods etc. before VAT registration is completed. However, it is possible to some extent to obtain VAT registration prior to commencement of business operations.

Procedure 4. The employer enrolls in the mandatory workers' injury insurance

Time to complete: 1 day

Cost to complete: no charge

FORMS OF BUSINESS ORGANISATION

Private and public limited liability companies

A limited liability (or joint stock) company is a company where none of the shareholders have personal liability for the company’s obligations, undivided or for parts which altogether make up the company’s total obligations. The shareholders’ liability extends only to their invested capital.

A limited company may be established as a public or a private company. Whether the company is public or private depends on the articles of association and the information that is registered in the Norwegian Register of Business Enterprises. Private limited companies are governed by the Limited Companies Act 1997 whereas public limited companies are governed by Public Limited Companies Act. The provisions of the Limited Companies Act and the Public Limited Companies Act are almost identical, but there are some differences.

The main difference between private and public limited companies is that only public limited companies may invite the public to subscribe for shares. The minimum share capital requirement is also different. A number of other differences are mentioned below.

Formation requirements
The procedure for forming a limited company is quite simple. The subscriber of shares in the company (the founders) must draw up a memorandum of association. The memorandum of association must contain the company’s articles of association, details of the founders, the number of shares to be subscribed by each founder, the price payable for each share, and the names of the company’s directors and the company’s auditor. The founder(s) and the subscriber(s) to the shares must be identical. Both public and private limited companies may have only one shareholder. In the event of a non-cash contribution for shares, the requirements for public limited companies are slightly stricter than the requirements for private limited companies.

Share Capital
A public limited company must have a share capital of at least NOK 1 million, whereas the minimum share capital requirement for private limited companies is NOK 100 000.

Shares
Unless otherwise stated in the articles of association, the share capital shall be divided into one or more shares where all shares have the same nominal value. The shares carry a number of rights, both financial and organisational. All shares carry equal rights in the company.

However, the articles of association may provide for different classes of shares. In that case, the articles of association must specify the differences between the share classes and the total nominal value of the shares within each class.

As a general rule, shares in public limited companies are freely transferable. However, the articles of association may impose restrictions on negotiability. In private limited companies, on the other hand, the general rule is the opposite: shares in private companies are not freely transferable. The board of directors must approve all share transactions and the other shareholders have a right of first refusal in case of share transfers. However, these restrictions may be dispensed with in the articles of association.

Where the transfer of shares is subject to approval or consent, either pursuant to statutory rules or pursuant to the articles of association, consent may only be refused on objective factual grounds. If the shares of a public limited company are listed on the stock exchange, the unreasonable refusal of consent could constitute a breach of the requirement in the Stock Exchange Regulations that shares quoted on a stock exchange shall be truly transferable.

Liability for damages
A limited company’s liability for damages is governed by the ordinary principles for determining damages in Norwegian law. Under the Limited Companies Act and Public Limited Companies Act, a director, member of the corporate assembly, the CEO or a shareholder may be liable to the company for any loss or damage that he or she has intentionally or negligently caused to the company, a shareholder or other person in the performance of his or her duties. A shareholder may also be liable if he or she, in his or her capacity as shareholder, intentionally or negligently assists in causing such loss.

Protection of the company’s capital
As owners of the company’s shares, the shareholders have the company’s assets at their disposal. But as the shareholders are not liable for the company’s obligations, there are certain limitations placed upon their power to dispose of the company’s funds.

A limited company must at all times have an equity that is adequate in terms of the risk and the scope of the company’s business. It is the true value of the company’s equity that is relevant when assessing the issue of adequacy, not necessarily the equity in the balance sheet. If the company’s equity is presumed to be less than adequate in terms of the risk and scope of the company’s business, the board of directors must take immediate action. The board must within a reasonable time, and within six months at the latest, call a general meeting, report to it on the company’s financial position and propose measures to provide the company with an adequate equity. A similar duty to act exists if the equity appears to have been reduced to less than half of the share capital.

The shareholders powers to dispose of the company’s assets are also limited by statutory provisions that restrict the payment of dividends. The amount that can be distributed as dividend is limited to the annual profit according to the adopted income statement for the latest financial year and other equity, after deduction for any uncovered losses, amounts entered in the balance sheet for research and development, goodwill and net deferred tax benefits, and the part of the annual profit which pursuant to statute or the articles of association is to be allocated to a non-distributable fund or cannot be distributed as dividends.

The company may not distribute dividends if the equity according to the balance sheet is less than 10 % of the balance sheet sum.

The shareholders’ powers to dispose of the company’s assets are also limited by statutory provisions on the gifts that can be given by a company to its shareholders or others, and on loans from the company to its shareholders.

Minority protection
The Limited Companies Act and the Public Limited Companies Act are based on the principle that resolutions of the company are passed by the shareholders at the general meeting by a simple majority of votes. However, both statutes provide some protection to the minority shareholders. In some cases, the shareholders are protected by a requirement of unanimity.

Furthermore, a shareholder who holds one-third of the share capital can block resolutions to amend the articles of association and thereby any amendments to the company’s share capital.

Shareholders who represent at least one-tenth of the share capital in a private company, and at least one-twentieth of the share capital in a public company, may require an extraordinary general meeting to be convened.

Shareholders who represent at least one-tenth of the share capital may apply to the district court for an order compelling an investigation into the company’s formation, administration or specified matters in the administration or accounts. Such a minority may also in certain circumstances bring a claim for damages against the officers or other shareholders of the company.

In private limited companies, an individual shareholder can, subject to certain conditions, require that his shares are redeemed. In public limited companies, the company may make an offer to acquire the shares owned by shareholders who each have so few shares in the company that the combined value of the shares according to the official price on the offering date does not exceed NOK 500.

The shareholders of both private and public companies may demand the liquidation of the company if any of its bodies has abused its authority or others representing the company have abused their position, and especially weighty reasons call for dissolution as a consequence of the abuse.

Own shares
Both public and private limited companies may, within certain limits, acquire their own shares otherwise than by subscription. Subscription for own shares is not permitted. The combined nominal value of the company’s holding of own shares must not exceed 10 % of the share capital. Further, the acquisition of own shares must not result in the share capital after deduction of the combined nominal value of the holding of own shares being lower than the minimum permitted share capital. A company may only acquire its own shares if its distributable equity according to the last adopted balance sheet exceeds the price that is payable for the shares. In addition, a company may only acquire its own shares if this is consistent with prudent and sound business practice, with due account for any losses that may have occurred after the balance sheet date, or which may be expected to occur.

A company may only acquire its own shares if authority is given to the board of directors at the general meeting with a two-thirds majority vote. The resolution of the general meeting must be reported to and registered in the Register of Business Enterprises before any shares are acquired.

Compulsory acquisition of shares in subsidiaries
When a limited company, alone or through subsidiaries, owns more than nine-tenths of the shares in a subsidiary and is entitled to a corresponding part of the votes that may be cast at its general meetings, the board of directors of the parent company may resolve that the parent company shall take over the remaining shares in the subsidiary. If the price cannot be agreed, it shall, as a general rule, be fixed by valuation at the expense of the parent company

Merger, demerger and dissolution of companies
There are two types of mergers: horizontal mergers, where two or more independent limited companies are merged together, and vertical mergers, where companies within a group of companies are merged. Horizontal mergers are effected either by absorption, which is the most common form of merger in Norway, or by incorporation of a new company. The decision as to whether to merge with another company is made by the shareholders.

The provisions concerning mergers between private limited companies and mergers where at least one of the companies is a public limited company are almost identical.

If the parent company owns all of the shares of the subsidiary, a vertical merger may be accomplished by a decision by the boards of directors of each of the parent company and the subsidiary to the effect that the subsidiary shall be absorbed by the parent company. The initiating manoeuvre may be the compulsory acquisition of the subsidiary’s shares.

In earlier company legislation, a demerger of a company could only take place through a share capital decrease. Today, however, there are specific and almost identical rules for demergers in the Limited Companies Act and the Public Limited Companies Act.

Limited companies may be dissolved if both the company and the business carried on by the company are brought to an end. A resolution to dissolve a company must be adopted by the shareholders with a two-thirds majority. A company may also be dissolved by court order. Before a company is dissolved, all obligations must be paid and the dissolution must be reported to the Register of Business Enterprises.

European public limited companies

Within the territory of the European Community, a company may be set up in the form of a European public limited company known as “Societas Europaea”, abbreviated to “SE”. European Council Regulation No 2157/2001 of 8 October 2001 on the Statute for a European Company was implemented into Norwegian law by the European Company Act of 1 April 2005, which entered into force on the same day. Council Directive 2001/86/EC of 8 October 2001 with regard to the involvement of employees is implemented into Norwegian law by government regulations of 1 April 2005.

The capital of an SE shall be divided into shares where no shareholder is liable for more than the amount he has subscribed. The capital shall be expressed in Euro, and the subscribed capital must not be less than EUR 120 000. The company may, however, choose to express the capital in NOK.

An SE may be established in different ways. An SE may be formed through a merger provided that at least two of the merging companies are governed by the laws of different member states. Public and private limited companies with registered offices and head offices within the European Community may promote the formation of an SE-holding company provided that each or at least two of them are governed by the laws of different member states, or have for at least two years had a subsidiary company governed by the law of another member state or a branch situated in another state.

Companies may also form a subsidiary SE by subscribing for its shares provided that at least two of them are governed by the law of a different member state, or have for at least two years had a subsidiary company governed by the law of another member state or a branch situated in another member state. A public limited company may also be transformed into an SE if it for at least two years has had a subsidiary company governed by the law of a different member state.

A member state may provide for companies with head office outside the European Community to participate in the formation of an SE provided that the company is formed under the law of the member state, has its registered office in that member state, and has a real and continuous link with the member state’s economy.

As a general rule, an SE will be governed by the law applicable to public limited companies in the member state in which the SE establishes its registered office. The main difference, however, appears when the SE wishes to transfer its registered office to another member state. Such a transfer does not result in the liquidation of the SE or in the creation of a new legal entity.

Partnerships

Partnerships are subject to the provisions of the Partnership Act 1985.

According to the Partnership Act, the term “partnership” refers to a commercial business established for the joint account of two or more partners, one of whom must have unlimited personal liability for the total obligations of the business. The term “partnership” also covers the situation where two or more partners have unlimited liability for parts of the obligations and the combined parts constitute the total obligations of the business.

Unlimited liability partnerships
The unlimited liability partnership is a legal entity with rights and obligations. The distinct characteristic of an unlimited liability partnership is that the partners are jointly and severally liable for all the obligations of the partnership. Both the partnership and the partners can be held directly liable for the partnership obligations, although creditors must first seek settlement from the partnership itself.

An unlimited liability partnership is established by a partnership agreement. The agreement must be registered in the Register of Business Enterprises. The partnership must have an official name containing the abbreviation “ANS” (“ansvarlig selskap”).

The partners exercise the highest authority in the partnership through the partnership meeting. Decisions are made by votes at partner meetings. Only the partners have voting rights and all resolutions require the unanimous supporting vote of all voting partners.

The partnership may agree to have a board of directors and/or a chief executive officer to conduct the day-to-day administration of the partnership’s business.

All the partners must agree to the admission of a new partner and a new partnership agreement must be drawn up and registered. The new partner is liable for all of the obligations of the partnership, old as well as new. A partner may only transfer its share in the partnership to another person if the partnership agreement entitles it to do so or if all the partners agree.

Unless otherwise agreed, each partner may resign from the partnership and require the other partners to purchase its partnerships share.

The partnership may be dissolved by the unanimous vote of the partners.

Unlimited liability partnerships with divided personal liability
The partnership agreement may provide that the partners in an unlimited liability partnership shall have divided personal liability for the obligations of the partnership, provided that the partners together cover the total of the partnership’s obligations. The partnership itself is liable for all its obligations.

A creditor who seeks settlement directly from the partners of an undivided personal liability partnership may hold each of them liable for the total of the obligations. However, if the partners have agreed on divided personal liability a creditor may hold each partner liable only to the extent of his share of the liability, and must seek to enforce the rest of the claim against the other partners in accordance with their share of the obligations.

An agreement on divided personal liability is only effective against a third party when it is registered in the Register of Business Enterprises, unless the third party knew or ought to have known of the agreement.

The official name of a partnership with divided personal liability must contain the abbreviation “DA” (“selskap med delt ansvar”).

Limited partnerships
A limited partnership is a partnership where the partnership agreement provides for one or more “general” partners with unlimited personal liability in respect of the partnership’s obligations, and one or more “special” partners with limited personal liability to a specified amount. The limited partnership is a legal entity and is itself liable for all its obligations.

A limited partnership is established by a written partnership agreement, which must be registered in the Register of Business Enterprises. The official name of a limited partnership must contain the abbreviation “KS” (kommandittselskap).

The partners are the limited partnership’s highest authority. However, unlike the partners in unlimited liability partnerships, the partners in a limited partnership cannot participate in the administration of the partnership. The partners must leave the day-to-day administration of the limited partnership’s business to the general partner or the board of directors.

Internal partnerships
An internal partnership is a partnership that does not act as such in relation to third parties. This form of partnership is rare in Norway.

The partners in an internal partnership may agree to be personally liable for the total of the partnership’s obligations or parts thereof. Between the partners, the partnership functions in the same way as an unlimited liability partnership with or without divided personal liability. Towards third parties, however, the partners may not give the impression that they are conducting the activity as a partnership. The partners conduct the activity personally, and the rights of the partnership belong to the partners.

An internal partnership cannot have an official name or be registered in the Register of Business Enterprises.

Silent partnerships
A silent partnership is a limited partnership that does not act as such in relation to third parties. A silent partnership is established by a partnership agreement that provides that the silent partner’s participation shall not be apparent and that the personal liability of the silent partner is limited to a specified amount. The general partner is liable for all the partnership obligations.

A silent partnership has no organisation, but is controlled and managed by the general partner.

Non-Corporate Forms of Doing Business

Norwegian branches
A foreign company may conduct its business in Norway through a branch. Under Norwegian law, the Norwegian branch of a foreign company is considered to be part of the foreign company, and the foreign company is liable for all of the obligations of the branch.

The right of a foreign company to trade commodities in the Norwegian market on a commercial basis through a Norwegian branch is restricted and regulated in the Securities Trading Act 1997.

A foreign company conducting business in Norway through a branch must be registered in the Register of Business Enterprises. The branch may have a separate name.

Agencies and distributorships
A foreign company may conduct its business activities in the Norwegian market through an agent. An agent is defined as a person or entity that conducts business activities on a continuing basis for the principal’s account and in the principal’s name. Agency relationships are subject to statutory regulations, many of which are mandatory. The Norwegian Agency Act is based on the European Council Directive 86/653/EC on the co-ordination of the laws of the Member States relating to self-employed commercial agents.

In an agency relationship, the principal is fully liable for all the obligations that arise from the agent’s activity. To trade commodities in the Norwegian market, the agent must be domiciled in Norway, or be an EU/EEA-citizen.

A foreign company may also be represented in Norway through a distributor, i.e. a person or entity that purchases the principal’s products in his or its own name and for his or its own account, and re-sells the products on the Norwegian market in his or its own name and for his or its own account. The position of legal distributors in Norway is not regulated in statute, and the relationship between the principal and the distributor is regulated by any agreement between them and general principles of contract law. The principal is not liable to third parties for obligations that arise from the distributor’s activity.

PAYING TAXES

General

Norwegian companies are subject to corporate income tax, social security contributions (employer’s contribution) and value added tax (VAT). Partnerships and limited partnerships are legal but not taxable entities. Partners are taxed individually and directly on their share of the income. Individuals are liable for tax if they reside in Norway. The tax rates for individuals range from 7.8 % to 51.3 %. The corporate income tax rate is 28 %. Norwegian companies and individuals residing in Norway are taxed on the basis of their worldwide income.

In connection with the State Budget in 2005, the Norwegian parliament passed a tax reform. The key issue in the reform was the introduction of a distinction between shares owned by corporate entities and shares owned by private individuals (private shareholders). Following the reform, dividend paid to and capital gains earned by corporate entities are tax exempt and, as a consequence, such entities cannot deduct capital losses from the sale of shares. All dividends paid to individual shareholders exceeding a minimum tax exempt allowance will be subject to double taxation. As a consequence of the reform, recognition of income and expense will to a greater extent than before depend on the business organisation, so that tax planning and restructuring will become even more important than before.

Taxation of resident companies and the “participation exemption rule”

All companies incorporated under Norwegian law are subject to the corporate tax system. Foreign entities resident in Norway are liable to pay income tax here if certain criteria are met. In principle, if liability for the company’s debt is limited to its capital, the foreign entity will be liable to pay income tax in Norway.

The level of income tax for companies is a flat rate of 28 %.

The participation exemption rule
As mentioned above, following the tax reform in 2005 a distinction is made between shares held by corporate entities and shares held by individuals (private shareholders). Dividends paid to corporate entities and capital gains from the sale of shares by such entities are tax exempt. Consequently, such entities cannot deduct capital losses from the sale of shares. This is referred to as the participation exemption rule.

The participation exemption rule applies to the following Norwegian entities and to the foreign equivalents of such entities (for companies resident abroad, see chapter 8.8): private and public limited companies, savings banks and other owner-occupied financial companies, mutual insurance companies, co-operatives (including housing co-operatives), unit trusts, inter-municipal companies, companies and other entities wholly owned by the State, associations, foundations, municipalities, county municipalities and some bankrupt estates.

The participation exemption rule also applies to entities that are subject to special tax regimes for the shipping industry, electrical power industry and offshore petroleum industry. However, application of the rule in these cases is subject to special rules.

Income on shares received by partnerships and limited partnerships is deemed to be distributable income for tax assessment purposes (see chapter 8.6). However, if the partner is an entity subject to the participation exemption rule, income on shares will be extracted from the partner’s assessment basis, and loss will be added.

The following income and losses are exempted:

* gains or losses upon realization of owner shares in private and public limited companies, partnerships, savings banks and other owner-occupied financial companies, mutual insurance companies, co-operatives, unit trusts, inter-municipal companies and the foreign equivalents of these entities

* legally distributed dividends

* gains or losses upon realization of derivatives if the derivative’s underlying object is an owner share as mentioned in the first bullet point.

When a company distributes part of the company’s property as dividend to its shareholders, this is in principle deemed to be a taxable advantage for the company. However, the participation exemption rule also applies when a company distributes shares as dividend to its shareholders. Consequently, this advantage is exempt from the company’s taxation.

The participation exemption rule does not apply to income from portfolio investments in companies that are resident outside the EEA or from companies resident in low tax countries outside the EEA.

Valuation of assets

According to Norwegian accounting law, current assets shall be valued at the lowest of cost or real value (net realisable value).

Financial statements are based on the historical-cost concept. Receivables are classified as current assets to the extent that they are due within the fiscal year.

Securities are normally valued at the lower of cost or market value. Inventory is valued at the lower of cost or market value using FIFO or weight-averaged cost. FIFO must be used for tax purposes.

Fixed assets should generally be valued at cost.

Goodwill can only be capitalised when it is acquired by purchase or inclusion of an external activity via acquisition.

Research and development, market surveys, test operations etc. can only be capitalised if such costs will substantially increase the future value of the company. Deferred taxes are recorded using the full liability method.

Deductions

In general, all expenses related to the earning, maintenance and securing of taxable income are deductible as business expenses. However, gifts and representation expenses are not deductible.

Since income on shares is no longer taxable pursuant to the participation exemption rule, expenses relating to such income are not deductible.

As a general rule, interest on debts is deductible irrespective of whether the loan is connected to the earning, maintenance or securing of a taxable income.

The cost of fixed assets must be capitalised for tax purposes if the value exceeds NOK 15 000. Fixed assets of a lesser value fall outside the rules for compulsory capitalisation. Inter-company charges are fully deductible as long as they are sufficiently documented.

The tax system also makes provision for depreciation for fixed capitalised assets. Property, plant, equipment and certain intangible assets are depreciable for tax purposes. Goodwill included in the sale price when buying a business is also depreciable for the buyer. The declining balance method is used for depreciations. Fixed assets are allocated to different groups. The depreciation rate varies between 2 % and 30 %.

Subject to certain requirements, tax losses can be carried forward for up to 10 years.

Affiliated companies

A company is deemed to be an affiliated company if the parent company owns more than 50 % of its shares. These companies form an affiliated group, in Norwegian described as a ”konsern”. The group as such is not a taxable entity. Thus, each affiliated company will be taxed individually. Consolidated balance sheets are not relevant for tax purposes in Norway. However, income may be transferred between affiliated companies through group contributions.

As a general rule, group contributions, both paid and accrued, are deductible by the payer company subject to the following requirements:

* The parent and the affiliated company/companies must be Norwegian entities. This does not exclude group contributions between two or more subsidiaries in Norway when the parent company is a foreign entity.

* Both the recipient and the payer companies must be members of a group where the parent company owns at least 90 % of the shares in the affiliated companies and has a corresponding number of votes at the shareholders’ general meeting.

* The contribution must be reported openly during the same fiscal year and classified as a year-end adjustment. In general, the fiscal year in Norway coincides with the calendar year.

* Income that falls within the scope of the Petroleum Revenue Tax Act cannot be deducted.

Group contributions may be used by the recipient company to offset tax losses.

Partnerships

Partners are liable for individual or corporate income tax on partnership shares, depending on whether they are individual or corporate legal entities. Foreign participants in Norwegian partnerships are subject to the same rules as Norwegian participants.

Partners are taxed annually on the profits retained in the partnership. The assessment basis for the taxation of partnership profits is the total revenue or loss attributable to each partner according to the partnership agreement. If no agreement exists, the partners will be liable in equal shares. If the partner is an entity subject to the participation exemption rule, special rules apply (see chapter 8.2.2).

Following the tax reform in 2005, an additional tax is assessed upon any profits distributed to partners that are individuals. Distributions beyond a certain “protective allowance” form part of the partner’s ordinary taxable income, and are thus taxed at a rate of 28 %. The effective rate of tax on distributions to partners, when both the annual taxation of the partnership’s profits and the taxation on distributions are taken into account, is 48.16 %.

There is a limit on the partnership losses that partners in limited partnerships can deduct from other income. The limit is fixed at each partner’s share of the partnership’s taxable net values plus any uncalled portion of the partner’s capital contribution. The limit is also adjusted for any over- or undercharge on the purchase price of the partner’s share.

Gains from the sale of a partnership share are taxed as ordinary income in the year of sale. Losses are deductible accordingly. Special rules apply if the partner is an entity subject to the participation exemption rule (see chapter 8.2.2). The value of the partnership share is equivalent to the opening value minus the closing value. The opening value is calculated as the seller’s stipulated share of the partnership’s value at the time of sale, adjusted for any over- or undercharge at the time of purchase.

Capital gains and dividends

Capital gains are generally deemed to be ordinary taxable income and, correspondingly, losses from such sales are deductible. However, for corporate shareholders, the participation exemption rule makes important exemptions (see chapter 8.2.2).

From 1 January 2006, capital gains from the sale of shares and dividends exceeding a minimum risk-free profit on capital (the “protective allowance”) will form part of the individual shareholder’s ordinary taxable income. As the profits in the distributing company will already have been taxed at the rate of 28 %, the effective rate of tax on dividends exceeding the protective allowance is 48.16 %.

The system of taxation of individual shareholders creates an incentive to finance investment in shares by taking up a loan. To counteract this interest on loans from individuals to companies is subject to double taxation, in that interest exceeding a protective allowance is counted twice in the ordinary taxable income.

Non-resident shareholders who do not conduct business in Norway are not liable to tax on gains resulting from the sale of shares in Norwegian companies.

Taxation of non-resident companies

While companies resident in Norway, as a general rule, will be taxed on the basis of their worldwide income, companies resident abroad will only be taxed on their economic activities in Norway (economic source income). Thus, all business activities in Norway are taxable except when exempted by a tax treaty. In accordance with the OECD Model Tax Convention, Norwegian tax treaties contain a “permanent establishment” requirement for Norwegian tax liability. Sales subsidiaries will, for instance, be treated as Norwegian companies for tax purposes. The same is usually the case if a foreign company in any other way employs staff in Norway.

Representatives who buy and sell in their own name and who are totally independent from the non-resident entity that they represent will generally not be considered a permanent establishment for the foreign principal. Independent representatives are generally not considered a permanent establishment unless they have the power to bind the principal. If they are deemed to be dependent representatives, they may be liable for tax for the Norwegian source income.

Norwegian branches of foreign companies are liable for tax in the same way as ordinary Norwegian companies and are subject to the same tax rates.

The participation exemption rule applies to companies resident in the EEA. Thus, a company that receives dividends from a Norwegian resident company, or receives gains from the sale of shares in such company, will not be liable to tax on such income/gain if it is resident within the EEA and otherwise meets the requirements of an entitled company (see chapter 8.2.2). Correspondingly, these companies cannot deduct losses from the sale of shares in a Norwegian company.

Cross-border transactions

Dividends paid by a Norwegian company to a non-resident shareholder are generally subject to a 25 % withholding tax (WHT) unless otherwise determined by a tax treaty. The normal rate is 15 %. Norway has an extensive network of tax treaties with withholding taxes on dividends ranging from 0 to 25 %.

If the shareholder is a company resident within the EEA, the participation exemption rule ensures that the shareholder does not have to pay withholding tax. However, the exemption does not apply to individual shareholders.

The new tax legislation for individual shareholders will not discriminate between Norwegian residents and other residents within the EEA. Under the existing system for dividend taxation, however, dividends to Norwegian shareholders are in effect tax exempt until 1 January 2006. Until the new legislation comes into force, shareholders resident outside Norway are therefore treated less favourably than Norwegian residents. To prevent discrimination against shareholders resident in the EEA, the parliamentary tax resolution for 2005 provides that dividends to such shareholders shall be tax-exempt.

A group contribution from a Norwegian resident affiliate to a non-resident parent company is not deductible for tax purposes. This applies even if the contribution is received by the parent company’s permanent establishment in Norway. Furthermore, Norwegian based permanent establishments are not entitled to deductions for group contributions.

Profits from a Norwegian branch of a foreign company may be transferred without tax consequences if the foreign operation has been subject to limited tax liability on the branch profits.

Transfer prices between financially related companies must be fixed on an arm’s length basis. Profit transfers that differ from normal transfers between independent undertakings are unlawful. If a transaction does not appear to have been effected on an arm’s length basis, the tax authorities will make an estimate of what would normally have been included in the transaction on a ”regular” basis, and will base the tax assessment on this estimate.

Transactions between affiliated entities are subject to a reversed burden of proof.

Avoiding double taxation

Norway has a large network of tax treaties for the avoidance of double taxation. Most tax treaties entered into since 1991 are based on the credit method. In the absence of treaty provisions, the Taxation Act provides for double taxation relief in accordance with the credit method.

The credit method provides for double taxation relief based on the following principles:

* Foreign taxes are deductible as long as the income is deemed to have its origin in the source state.

* Credit deductions for taxes paid abroad may be counter-accounted against all Norwegian income tax when income tax has been paid in the foreign state.

* Credit deductions for taxes paid abroad may be counter-accounted against all Norwegian capital gains tax when capital gains tax has been paid in the foreign state.

* Credit deductions are limited to the foreign income’s proportional part of the calculated Norwegian tax on the tax subject’s accumulated worldwide income. Furthermore, the deduction is limited to the foreign taxes actually paid.

* The rules apply to both credit under the tax legislation and to credits governed by tax treaties. Under the tax treaties, the credit deductions will be limited to the tax that the foreign state can lawfully impose on the taxpayer under the foreign legislation.

* According to the provisions of the Taxation Act, taxes paid in foreign countries must be documented in writing in order to be approved for counter-accounting by the tax authorities.

Value Added Tax

The current general VAT rate is 25 %. Special VAT rates apply to foodstuffs and the supply of passenger transport services and are currently 11 % and 7 % respectively.

Persons engaged in trade or business and whose annual turnover from the supply of taxable goods and services exceeds a given threshold (normally NOK 50 000) are obliged to register for VAT. Foreign businesses that are established or resident in Norway are liable for VAT in the same way as Norwegian businesses and must be registered for VAT if the conditions for registration are met.

Foreign businesses that only supply goods or services from abroad to recipients in Norway are not liable for VAT in Norway. However, the Norwegian importer may be liable for VAT. Indeed, as a general rule, an importer of goods is liable for VAT. An importer of services is liable for VAT (reversed charge) only if the service would be liable to VAT if supplied in Norway and if the service can be supplied from a remote location (intangible services). For services that cannot be supplied from a remote location, the foreign business must be registered for VAT. If the foreign business supplying goods and services is neither established nor resident in Norway, the business shall be registered for VAT through a representative.

VAT paid on goods and services purchased (“output VAT”) is deducted from VAT received on goods or services sold (“input VAT”). If the first exceeds the latter, a refund will be paid to the company for the VAT-period in question. VAT periods are bi-monthly, and a strict reporting scheme applies to all businesses registered in Norway.

The supply of certain goods and services, including the supply and letting of real property and the supply of health services, is exempt from VAT. The suppliers of such goods and services are not liable for VAT and cannot deduct output VAT from the exempt part of the business.

In addition, a VAT rate of 0 % applies in some cases. This means that even though input VAT is deducted, no output VAT is charged. The zero-rate applies, amongst other things, to exports, newspapers, books and periodicals.

Foreign businesses can apply for a refund on VAT paid on the purchase of goods and services in Norway, and on the import of goods to Norway.

Tax Procedures

Companies are required to file their tax returns by 31 May in the year following the income year, with the opportunity to extend the same to 30 June upon application. In principle, all foreign entities operating in Norway directly must file tax returns. Hence, the duty to file tax returns also applies to branches and other forms of direct representation in Norway. Tax returns must be prepared by the company’s accountant and approved by the company’s auditor.

Tax assessments may be appealed. Any differences between the tax return and the assessment are subject to appeal. Grounds for appeal may be wrongful interpretation of the tax laws, misunderstandings of the facts filed with the authorities and/or errors in procedure by the tax administration, provided the error can have influenced the outcome of the assessment.

Companies are taxed in arrears and pay their taxes in three instalments in the year following the income year. One third of the total income tax paid in the year prior to the income year is paid on 15 February in the year following the year of income. Another third is paid on 15 April. The excess tax is paid following assessment. The excess tax is subject to an interest rate of 1.7 % on amounts exceeding one third of the total tax payable.

Individuals must normally file their tax returns by 30 April in the year following the income year. Returns do not need to be confirmed by an auditor. The return must be filed on a standard form.

Tax audits are carried out on a random basis by tax inspectors. The inspectors are authorised to review all the books of the operation of the business in Norway. Audits may cover one or more of the previous ten business years.

There are administrative penalties for submitting misleading tax information to the tax authorities. The basic penalty is surcharge of 30 %. In cases of gross negligence or wilful fraud, the surcharge may be increased up to 60 %. Furthermore, criminal sanctions provide for fines and imprisonment up to two years for individuals who provide fraudulent information to the tax authorities.

Accounting and audit requirements

Accounting requirements for limited companies and other entities are laid down in detail in the Accounting Act 1998. General partnerships with an annual turnover exceeding NOK 5 000 000 and limited companies are obliged to submit annual accounts. Parent companies must in addition prepare consolidated accounts.

Accountable entities must have an appointed auditor who is fully independent of the company. The auditor must sign the tax return. All statutory audits must be conducted by accountants holding qualifications approved by the Norwegian authorities. The accountant may either be a state-certified or registered auditor.

The financial year coincides with the calendar year. The annual accounts and the directors’ report must be prepared before 30 June in the year following the financial year. The annual accounts must include a balance sheet, a profit and loss account, a cash flow statement and explanatory notes and footnotes detailing special disclosures. A copy of the annual accounts must be submitted to the Register of Company Accounts together with the directors’ report and the auditor’s report within one month after the adoption of the annual accounts. If accounts are not received by the Register within six months of the date on which they are due, forced liquidation will be initiated by the Register.

All EU legislation concerning auditors, including the International Financial Reporting Standards (IFRS), has been implemented into Norwegian law in accordance with the EEA Agreement.


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