Operating a private limited company (“aksjeselskap” or “AS”) in Norway involves a range of legal and administrative duties. Unlike some countries, Norway does not require companies to formally appoint a company secretary by law. However, the responsibilities typically managed by a company secretary still exist – usually conducted by the board of directors, the CEO, or an outsourced corporate services provider. In this article, we explain the key obligations of a Norwegian AS and why having a company secretary function is critical to stay compliant.
Legal and operational risks of non-compliance
Failing to meet the obligations of running a Norwegian company can result in profound consequences. Non-compliance can lead to fines and penalties, and in severe cases even personal liability for the company’s directors or officers. For instance, if a company neglects to file its annual accounts or updates its shareholder information, the authorities may impose late fees or coercive fines until the company complies. In extreme situations, if compliance lapses are prolonged, the company could risk being forcibly dissolved by court order – a process that can be initiated in Norway if a company fails to, for example, submit annual accounts over an extended period or if it lacks required corporate governance (such as a valid auditor when one is mandatory).
Also read: Business in Norway — Avoid sanctions and penalties
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Key compliance obligations for a Norwegian AS (private limited company)
Every Norwegian private limited company must meet certain corporate compliance obligations to remain in good standing.
Some of the most important duties include:
- Maintaining a shareholder register: All Norwegian AS companies are required to keep an up-to-date register of their shareholders. This register (“aksjeeierbok”) must include details of each owner and reflect any share transfers. In addition, companies must submit an annual shareholder register statement to the authorities by January 31 for the previous year.
- Recording board and shareholder meeting minutes: Norwegian law requires that minutes be kept for both general meetings of shareholders and board meetings. For board meetings, the Limited Liability Companies Act (§6-29) mandates written minutes of proceedings, including the date, location, participants, meeting format (physical or virtual), and all decisions (resolutions) made. All directors’ presents must sign the board minutes to validate them. Similarly, the annual general meeting (often called the Ordinary General Meeting, OGM) must be held within six months of the financial year-end (by June 30 for calendar-year companies) to approve the annual accounts and other required matters, and minutes of that meeting must be prepared and filed. Proper minutes are not just a formality – they serve as an official record of decisions and can be crucial if any decisions are later challenged.
- Annual accounts and financial reporting: Every AS is obligated to maintain accounting records, prepare annual financial statements, and (if meeting certain size criteria) undergo an audit. The board must approve the annual accounts and present them to the shareholders in the OGM. By law, approved annual accounts must be filed with the authorities by July 31 each year. Timely filing of accounts is critical; it keeps the company in good standing and avoids any late penalties. Many foreign-owned companies hire local accountants or auditors to manage bookkeeping and auditing, but the responsibility for ensuring accounts is finalized and submitted on time rests with the company’s management.
- Notifying the business register of changes: Throughout a company’s life, certain changes or events must be reported to the Norwegian Register of Business Enterprises at the Brønnøysund Register Centre. This reporting obligation means that any change in the company’s registered information should be filed without undue delay – within 14 days of the change. Key events that require notification include changes in the board of directors or CEO, updates to the company’s registered office address, changes to share capital (e.g., new share issuances or capital reductions), and amendments to the articles of association.
- Ultimate Beneficial Owner (UBO) Registration: A recent compliance requirement in Norway is the registration of ultimate beneficial owners. As of 2024–2025, Norwegian companies must identify their ultimate owners and register this information in a central UBO register. Existing companies have until 31 July 2025 to complete their first registration, and new companies must register within 14 days of formation.
These obligations (among others) form the core compliance landscape for a Norwegian AS. In practice, it’s a substantial list of duties – from routine record-keeping to event-driven filings – that needs careful oversight.
Domiciliation and registered office requirements
One fundamental requirement is that every Norwegian company must have a registered office address in Norway. The registered office is the official domicile of the company where authorities can send legal notices, letters, and where service of process can occur. It must be a physical address in Norway (a mere P.O. box is not sufficient). For foreign-owned companies that do not yet have a physical presence or staff in Norway, it’s common to use a domiciliation service or the address of a local law or accounting firm as the company’s registered address.
The practical role of a Company Secretary function
Given the wide array of obligations, what does a company secretary (or an outsourced corporate secretarial service) do in Norway? In practice, this function supports the company’s directors and management by handling administrative compliance tasks and corporate governance paperwork.
Typical responsibilities include:
- Organizing board and shareholder meetings: Scheduling board meetings and the annual general meeting, sending out notices and agendas in accordance with Norwegian legal requirements, and coordinating meeting planning (including any necessary translations or proxies for foreign stakeholders).
- Preparing minutes and resolutions: Drafting the minutes of board meetings and general meetings and ensure they capture all the required details. After meetings, obtaining the necessary signatures (which may involve electronic signing for directors abroad) and securely filing the signed minutes. The secretary’s function makes sure that decisions (like approval of accounts or the election of a new director) are properly documented for the record.
- Maintaining statutory registers: Keeping the shareholder register up to date with any share transfers or ownership changes. This also involves coordinating the annual submission of the shareholder register statement to the authorities. In addition, if there are other registers or records (for instance, a register of directors or contracts), those are maintained as needed.
- Regulatory filings and notifications: Preparing and submitting all required notifications to the Brønnøysund Register Centre when changes occur. This includes drafting and filing the forms (and supporting documents like meeting minutes) for director or address changes, share capital changes, amendments to the articles, and any other mandatory filings. The company secretary keeps track of the filing receipts and confirms that the public register correctly reflects the current company information.
- Compliance checks and advice: Continuously monitoring compliance obligations – for example, reminding the company of the upcoming deadline to file the annual accounts or the corporate tax return. If new laws are introduced (such as the UBO registration requirement), the secretary will alert the company and often manage the implementation of those requirements (by gathering beneficial owner information and filing it on time). This role acts as a compliance guardian, advising the board if any action is needed to meet Norwegian legal requirements.
- Document and correspondence handling: Serving as a point of contact for official correspondence, which involves receiving letters from government agencies at the registered office and ensuring they are addressed. The secretary may also manage the circulation and execution of official documents, like collecting signatures on a new bank account resolution or distributing the auditor’s report to the board. By centralizing document handling, the company avoids losing track of important paperwork.
- Liaison with local authorities and advisors: An outsourced company secretary often collaborates closely with local accountants, auditors, and legal advisors on behalf of the company. For example, they might coordinate with an accountant to obtain financial figures needed for the annual meeting, or work with a lawyer if changes to corporate structure are required. They also typically have the know-how to communicate with the Norwegian Business Register or Tax Administration in case any questions or issues arise with filings. This liaison role is invaluable for foreign businesses, as it bridges any cultural or language gaps and ensures smooth interactions with Norwegian officials.
Overall, the company secretary functions are the organizer and custodian of the company’s compliance. It manages the behind-the-scenes paperwork so that the company’s executives can focus on operations, knowing that regulatory matters are being managed professionally.
Also read: How to start a company in Norway — 9 key steps
For a more detailed overview of what the company secretary function entails, download our guide. Or if you need a company secretary function, contact us for more information.
GUIDE: THE ROLE OF A COMPANY SECRETARY IN NORWAY
Download guide and get a comprehensive overview of what a company secretary role in Norway entails.
