Setting up an AS step by step

Setting up a limited company is more formal than registering a sole proprietorship, but it is a straightforward process once you know the steps. Here we walk through the formation from document to organisation number.

Step 1: Memorandum of association and articles

Everything starts with a memorandum of association (stiftelsesdokument). It is the formal document that creates the company, and it includes, among other things, who founds the company, how many shares each subscribes for, what is to be paid for the shares, and who is elected to the board. Attached to the memorandum are the articles of association (vedtekter) — the company's basic rules, with the name, the share capital and the nominal value of the shares as core content. We look more closely at the articles in module 4.

The founders sign the memorandum. From this point the company is "founded", but it is not yet registered or lawfully established.

Step 2: Paying in and confirming the share capital

Next the share capital must be paid in. The most common approach is a cash contribution: the money is placed in a separate account in the company's name, often a restricted start-up account the bank sets up for the purpose. You can also contribute assets instead of money — a contribution in kind, for example equipment or a car — but then stricter requirements apply (see the next step).

The payment must be confirmed by someone the law accepts: a bank, an auditor, a lawyer or an authorised accountant. The confirmation is documentation that the capital is actually in place, and it accompanies the registration. The minimum amount of share capital is set in law; you will find the current figure at the Brønnøysund Register Centre.

Step 3: Opening balance for contributions in kind

If you contribute assets rather than cash, an opening balance sheet (åpningsbalanse) must be prepared showing the value of what is contributed, together with a statement confirming that the assets are worth at least the amount of the share capital. This must be confirmed by an auditor. For pure cash contributions the requirements are simpler. The point is that the company must not be "dressed up" with thin air — the values have to be real.

Step 4: Registration in Foretaksregisteret

Finally, the company is notified to the Register of Business Enterprises (Foretaksregisteret) through the coordinated register notification on Altinn, with the memorandum of association and the confirmation of share capital attached. The notification must be sent within a statutory deadline after the formation (in practice three months), otherwise the formation lapses. When registration is approved, the company receives its organisation number and is regarded as lawfully established. Now the money on the start-up account can be put to use in operations.

Digital formation and start-up costs

In practice, most people found an AS digitally. Both Altinn and certain accounting and banking providers offer a guided flow that creates the memorandum and articles of association, handles the payment and confirmation of the share capital, and sends the register notification — all in one process with electronic signing. This makes the formation faster and reduces the chance of formal errors.

A useful point is that the share capital does not have to sit untouched: the company can cover its own formation costs — for example the fee to Foretaksregisteret and the confirmation of the capital — out of the contributed capital, as long as the costs are documented. The share capital is therefore working capital from day one, not a deposit that disappears.

Common pitfalls in formation

Some mistakes recur. The most common is missing the deadline for registration, so that the whole formation has to be done again. Others are imprecise or incomplete articles of association, mixing private money and the company's money from day one, and forgetting what comes right after formation — such as considering VAT registration when turnover approaches the threshold, and arranging a mandatory occupational pension (OTP) when the company takes on employees. If you have the deadline, the articles and the finances in order from the start, you avoid most of the problems.

Do this now

Make a checklist for your own formation: (1) draft the memorandum and articles of association, (2) decide how the share capital will be contributed (cash or assets) and who will confirm it, (3) note the deadline for registration, and (4) list what must be in place right after — the account, the accounts, any VAT and pension. If anything is unclear, have a short conversation with an accountant before you sign.