Changes to Norwegian corporate law effective 1 January and 1 March 2019

The Norwegian Limited Liability Companies Acts (Nw. aksjeloven and allmennaksjeloven) will be subject to certain revisions, effective 1 January 2019 and 1 March 2019, respectively. The changes are part of the ongoing process to simplify Norwegian corporate law to reduce the economic and administrative burden of businesses.

Below is a summary of what we consider the most relevant new rules. Please contact us should you have any questions to the below or would like to be informed of other changes made to the rules.

1. AUDIT AND REGISTRATION OF INTERIM BALANCE SHEETS

It is currently a requirement that any interim balance sheet prepared by a Norwegian LLC, i.e. for the purpose of facilitating an interim dividend, are audited. This applies also to private LLCs that under an exemption have decided not to have an auditor and not to audit their annual accounts. From 1 January 2019, private LLCs operating under this exemption will no longer be required to have any interim balance sheet subjected to an audit.

There is currently no requirement for interim balance sheets to be registered with any public register in Norway. From 1 January 2019, all interim balance sheets prepared by Norwegian LLCs will have to be filed with the Register of Company Accounts, and will thereby become publicly available.

2. SIMPLIFICATION OF LIQUIDATION PROCEDURE

It is currently required when a resolution is made to liquidate/dissolve a LLC, that the general meeting elect a liquidation board of directors, which then replaces the pre-liquidation board. Due to the fact that in most cases the pre-liquidation board of directors are elected as a liquidation board, the new legislation leaves the responsibility of handling the liquidation on the board of directors and eliminates the concept of a liquidation board. The amendment is effective from 1 March 2019.

Further, companies which operate under the exemption from audit of the annual accounts will not be obligated to present an audited final settlement to the general meeting. The amendment is effective from 1 January 2019.

3. ARTICLES NO LONGER NEED TO SPECIFY THE MUNICIPALITY OF THE COMPANY’S PRIMARY OFFICE

From 1 March 2019, it is no longer required that the Articles of Association specify the muncipality in which the company operates. To avoid having to amend the articles if the company decides to relocate its primary offices to another municipality, it may therefore be useful to delete this provision from the existing articles of association in connection with the 2019 ordinary general meeting.