Mergers - Norway

Updated 10/2012

Legal requirements

The Competition Act contains rules for monitoring possible concentrations.

Competition Act

Under company law, a merger is regulated by the Act applicable to the relevant legal structure.

Limited Companies Act
Public Limited Companies Act
Foundations Act
Cooperatives Act
SE Act

The Tax Act governs fiscal matters related to restructures and mergers.

Tax Act

Types of amalgamation

Merger

A merger is an amalgamation in which one or more companies transfer all their assets to another company before being dissolved. The acquiring company may be set up from scratch for the purpose of the merger or it may be an existing company. There can only be one acquiring company in a merger.

Mergers and amalgamations can take the form of a takeover or a new company being formed.

Establishing a new company

Horizontal integration: To enable companies to compete for orders where they are individually too small, strategic alliances offer a way of cooperating. They can do this by establishing a new company to handle all the work done in cooperation. In such cases, it is important to have good contracts to cover this cooperation.

Vertical integration: Entering into binding agreements with suppliers by way of cooperation or acquisition can help to enhance competitiveness by gaining control of raw materials. If you acquire a supplier, the Norwegian Competition Authority must be notified.

Reporting mergers and acquisitions - Norwegian Competition Authority

Conditions for amalgamation

Before any merger or amalgamation is carried out, a merger plan or report on the amalgamation is drawn up. For the legal forms AS, ASA and SA, the respective Acts provide a basis for the contents of such a merger plan.

For foundations: the Foundation Authority may require the boards of the foundations to be amalgamated to produce a written report on the amalgamation and what it means for the foundation.

Partnerships have special rules governing mergers. The rules of company law that may apply include provisions on the adoption of new partners, increases in capital and dissolution.

Buying an existing company, with an already established structure, can be a good way of expanding your business.

Takeovers — Norway

Administrative procedures

Notification

The parties to a merger must inform the Norwegian Competition Authority of the concentration. Concentrations covered by the Competition Act may not be completed before the time limit for injunctions has expired.

Competition Act - Time limits
Altinn - Reporting a concentration

Registration

The decision to go ahead with a merger must be reported to the Register of Business Enterprises. This is done by submitting a Coordinated Registration form.

Coordinated Registration form

The Register of Employers and Employees must be notified of any new employees. The Tax Office must be informed of the new company.

Altinn - On employment

Resources

The Norwegian Competition Authority has drawn up a guide to the administration and control of concentrations. The purpose of the guide is to improve awareness of the Authority's administration and checking of concentrations.

Norwegian Competition Authority - Guide

You can find further information on the following web sites:

Altinn/Start and run a business

Altinn/Start and run a business, tel. +47 800 33 840, 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.

Check also the legislation on this topic in:

Mergers - Norway