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Norway

Winding up

Updated 11/2012

Legal requirements

The procedures and rules for dissolving/winding up and shutting down an enterprise vary according to the legal structure of the organisation. The rules for the relevant legal structure will provide guidance on dissolving/winding up the business.

Winding up an enterprise is covered by the following Acts, among others:

The Working Environment Act governs the employer's obligation to provide information and discuss issues with a bearing on employees' conditions of employment with the employees' elected representatives.

When shutting down an enterprise, you have to comply with the Closure of Business Act in terms of the requirement to report on the cessation of economic activity.

Types of winding up

Voluntary winding up

When the owners themselves want the enterprise to be wound up, the process follows the normal rules for the legal form of the organisation relating to deciding upon and reporting actions.

Compulsory winding up

In the event of bankruptcy or compulsory liquidation, the owners themselves do not handle the winding up. In such cases, an official receiver or other party appointed by the district court will handle the liquidation.

When filing for bankruptcy is the only option left for a business owner, it pays to cut losses, initiate proceedings sooner rather than later, and move on to a new business project.

Administrative procedures

One-stop shop

Altinn is an online portal and a technical platform for submitting electronic forms to public bodies, but it also offers electronic services such as notices from public bodies and inspection of public registers. Among other things, users can register a business, submit VAT returns and send in self-assessment forms for both individuals and companies.

  • Altinn/Start and run a business is a toll-free national information service for people establishing and running a business. The aim of the service is to make it easier to launch and run businesses in Norway.

De-registration

Notification of winding up and closure to the Brønnøysund Register Centre

For unlimited liability partnerships and limited companies etc. liquidation and winding up happen in two stages. This requires two notifications to the Brønnøysund Register Centre.

The first reports that it has been decided to wind up the enterprise, and in the next phase, notification is given of the closure.

The Brønnøysund Register Centre ensures that the decision to liquidate the enterprise is announced according to the applicable rules, so any creditors can make themselves known. The notice period for creditors is two months for limited companies, cooperatives, foundations, etc. and six months for partnerships.

This period runs from the date on which the notice of closure is placed on the Internet via the Brønnøysund Register Centre notice pages.

When it is decided to wind up a limited company (AS), the shareholders' meeting has to elect a liquidation board to replace the board and managing director. The liquidation board has to produce a list of the company's assets, rights and liabilities, and draw up a balance sheet with a view to liquidation.

The Partnerships Act states that the person handling the liquidation of an unlimited liability partnership (ANS/DA) must produce the list of the assets, rights and liabilities of the enterprise, and draw up a balance sheet with a view to liquidation. The activities of the enterprise can continue in so far as this is helpful to the liquidation. When all liabilities have been paid or secured, dividends paid and losses paid in, the person handling the liquidation must produce a written statement for the shareholders' meeting to approve.

All notifications to the Register of Business Enterprises must attach a copy of the minutes of the meeting of the supreme body of the enterprise (i.e. the shareholders' meeting for a limited company or the partners' meeting for a partnership).

In the first stage, this means the meeting that approved the winding up. In the second round, the enterprise must document that the shareholders' meeting or partners' meting approved the liquidation accounts.

Sole-trader businesses can be shut down directly by sending notice of this to the Brønnøysund Register Centre.

Foreign entities (NUF) that are only registered in the Central Coordinating Register for Legal Entities can be shut down directly by sending a coordinated registration notice to the Brønnøysund Register Centre. This should be signed by the contact/representative in Norway.

Foreign entities entered in the Register of Business Enterprises are reported by way of coordinated registration. The minutes of meetings of the competent body (e.g. shareholders' meeting, board of management or other decision-making body) must be attached showing approval of the liquidation/shut-down, or confirmation of closure from the home country showing that the head office has closed.

This notification is signed by the authorised signatory in Norway (as listed in the Register of Business Enterprises).

When it is decided to wind up a cooperative, the annual meeting has to elect a liquidation board to replace the board and managing director. The Brønnøysund Register Centre will ensure that the decision to wind up is announced according to defined rules.

When it is decided to wind up a foundation, a liquidation board should be set up to replace the board and managing director. The liquidation board has to produce a list of the foundation's assets, rights and liabilities, and draw up a balance sheet with a view to winding up the foundation.

This list and balance-sheet should be audited and set to the Foundation Authority, which publishes its approval to wind up the foundation.

De-registration from social security

Notice of termination of employment should be sent to NAV no later than Friday of the week following the end of the employment.

When employees cease to be members of a pension scheme, the pension provider may issue a certificate setting out the rights accrued by the employee. The employee must have worked for at least 12 months to be entitled to take the accrued rights with him/her.

De-registration from the VAT Register

Enterprises registered for VAT should be de-registered from the VAT Register when they cease operations. Notification is given on the form 'Coordinated registration, Part 2 - Annex for the VAT Register'.

Resources

You can find further information on the following web sites:

Help & advice

Help & advice

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