Are you planning to sell or transfer shares in a Norwegian company — for example to an employee, your own holding company, an investor, a co-owner, or perhaps to children or heirs? If so, it is important to follow the correct procedure and understand the key rules set out in the Norwegian Companies Act. This simple step-by-step guide explains how to carry out a share transfer in compliance with Norwegian regulations.
What does it mean to transfer shares?
Transferring shares means that all or part of the ownership of the shares in a company is transferred from one person (or business) to another. This typically occurs through sale, gift, or inheritance.
A share transfer changes who is entitled to dividends, voting rights at the general meeting, and other shareholder rights. Generally, the company continues to operate as before after the change of ownership. It is important to note that the Norwegian Companies Act imposes several formal requirements that must be met before the transfer of shares is valid.
Can shares be freely transferred?
The starting point under Section 4-15 of the Norwegian Companies Act is that shares in a company can be freely sold or given away with or without compensation unless otherwise is specified by law, the articles of association, or an agreement between the shareholders. Before you make a transfer, you should therefore always check
- whether there are any restrictions in the law
- review the articles of association and
- investigate whether there is a shareholder agreement.
If there is a conflict between the shareholder agreement and the articles of association, the articles of association take precedence.
Requirements for consent from the company
It further follows from Section 4-15 (2) of the Norwegian Companies Act that the acquisition of shares is subject to the consent of the company unless the articles of association stipulate that consent is not required.
The main rule is therefore that consent to a change of ownership must be obtained by the company, through the board of directors, unless otherwise is specified in the articles of association. However, the company may only refuse a change of ownership if there are objective grounds for doing so.
Examples of objective reasons may be if the buyer operates, or plans to operate, a business that competes with the company, or if the company has several owners and it is in its interest to keep it that way. A share purchase that would give one shareholder too much influence may then be refused in the interests of the company.
Requirements for consent from the company's contractual partners?
Some agreements may contain provisions regarding a change of ownership, which either result in the agreement being terminated or continuing as before, provided that the contracting parties approve the new shareholder.
Rental agreements are an example of where this often occurs, and it is therefore important to review the agreement before agreeing to sell the shares.
Be aware of the pre-emptive right
Pre-emptive rights are rights that existing shareholders (or others) must buy shares before they are sold to an outside party. The purpose is to preserve the ownership structure of the company and prevent unwanted new owners.
It follows from Section 4-15 (3) of the Norwegian Companies Act that shareholders have the right to acquire a share that has changed ownership unless otherwise stipulated in the articles of association, cf. Section 4-19.
When the pre-emptive right is exercised, the price is generally set at fair value, which corresponds to the market price agreed by independent parties. If no one exercises the pre-emptive rights the new buyer remains the owner at the price agreed between him and the seller.
Anyone wishing to exercise their pre-emptive rights must notify the company of this. Notification may be given in writing or verbally. Email may also be used. The notification must state that the right is being exercised, and it must be unconditional. The notification must be received by the company no later than two months after the company received notification of the change of ownership.
How to transfer shares – step by step
- Clarify who the parties are – who is the buyer and who is the seller: Clarify who is selling and who is buying. Are the shares being transferred to a co-owner, an employee, a new investor, or your own holding company?
- Does the buyer want a company review: In the case of larger transactions, it is common for the buyer to conduct due diligence (company review). This is a thorough process of gathering and analyzing information about the company before a decision to purchase is made. The seller should be prepared for this by conducting a review himself, gathering all important agreements in the company, and obtaining an overview of any risks.
- Determine the purchase price for the shares: Before selling, you should find out how much the shares are worth. It is common to use market value, i.e. what a buyer is willing to pay, but you can also use the book’s value/net wealth value or obtain a valuation from a valuer or an appraisal from an auditor or others who value shares.
- Draw up a share purchase agreement: The sale of shares is regulated by the Norwegian Sale of Goods Act, but it is important to draw up a formal contract that regulates the sale as well.
- The agreement should at least contain
- The parties (buyer and seller)
- How many and which shares are being transferred
- Price per share and total price
- Date of transfer and payment deadline
- Payment information
- Signatures of the parties
- The agreement should at least contain
- Update the shareholder register: The shareholder register contains an overview of all shareholders in a company and must be updated when changes occur on the ownership side. When the shares are transferred, the board of directors must update the shareholder register with information about who has purchased the shares, the date of acquisition, and which shares have been transferred.
- Report on the sale in the shareholder register statement: The sales must also be reported in the shareholder register statement (RF 1086). The deadline for this is January 31 each year.
Gift transfer of shares
If you wish to gift shares to, for example, your children or future heirs, the same rules apply as for sales. The difference lies in the consideration – in the case of a gift transfer, the shares are transferred without payment or for a symbolic sum.
Important points:
- The transfer should be documented in writing, for example through a gift letter or share transfer agreement.
- The gift transfer must be registered in the shareholder register, and the changes must be reported in the shareholder register statement.
If there are pre-emptive rights or consent requirements, these also apply to gift transfers unless exempted in, for example, a shareholder agreement.
Tax consequences
The sale of personal shares triggers tax on the gain, and the tax rate is a total of 37.84% in 2025 after the shielding deduction. The gain is roughly calculated by subtracting the input value of the shares (what you paid for them) from the output value (what you are selling them for).
If you sell at a loss, you are entitled to a deduction for the loss.
When a company shareholder sells shares, the gain is covered by the exemption method, and the sale will therefore be tax-free. However, any loss on the sale will not be tax-deductible.
No tax is payable by the giver or recipient on gifts and inheritances.
Also read: This is the Norwegian exit tax
Correct execution of share transfers is crucial
In conclusion, the correct execution of share transfers is crucial to ensure both legal validity and correct tax treatment. Whether you are planning a sale, gift, or transfer to your own holding companies, employees, or family, it is important to comply with the requirements of the Norwegian Companies Act, consider pre-emptive rights and consent requirements, and document and register the transfer correctly. Our lawyers can assist you throughout the process to ensure that the transfer is carried out safely, efficiently, and in accordance with applicable regulations.
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