Board and articles of association

A limited company is not just a bank account and an organisation number — it is a governance structure with clear roles and rules. If you understand how the articles of association, the board and the general meeting fit together, you run the company tidily and avoid conflicts when things start to get serious.

The role of the articles and their minimum content

The articles of association (vedtekter) are the company's constitution. They set out the most fundamental rules for the company, and everything else rests on them. Under the Limited Liability Companies Act, the articles must, as a minimum, contain the company's name, the amount of the share capital and the shares' nominal value. Beyond the minimum you can add more — for example provisions on the company's business, the composition of the board, or restrictions on who may own and take over shares.

The articles are registered together with the company, and changes must be adopted by the general meeting and notified to Foretaksregisteret. Check the current minimum requirements at the Brønnøysund Register Centre before you write them.

The board's duties and responsibility

An AS must have a board (styre) with at least one member. The board is responsible for the management of the company: it must ensure that the business is soundly organised, that the accounts and asset management are under adequate control, and that the company is run in accordance with the law and the articles. The board draws the broad lines, while day-to-day operations can be left to a general manager.

With the responsibility comes a real board liability: board members can be held personally liable in damages if they act negligently and cause a loss to the company or to others. That is why the board role should be taken seriously, even in small companies where the owner and the board are the same person. The board's decisions should be documented in board minutes (styreprotokoll).

The general meeting and the share register

The general meeting (generalforsamling) is the company's supreme body — this is where the owners exercise their authority. Every year an ordinary general meeting is held that, among other things, approves the annual accounts, decides any dividend and elects the board. When needed, an extraordinary general meeting is held. Decisions are normally made by majority, and some important resolutions (such as amendments to the articles) require a qualified majority.

The company must keep a share register (aksjeeierbok) showing who owns the shares, how many each holds, and changes in ownership. The share register is the basis for who has voting rights and the right to a dividend, and it must be kept up to date.

Roles: general manager, chair and owners

It is easy to conflate three roles that are really distinct. The owners (shareholders) own the company and exercise power through the general meeting. The board, led by the chair, has the overall responsibility between general meetings. The general manager (daglig leder) handles day-to-day operations. Small companies do not need to have a separate general manager — the board can then look after operations. In a one-person company you are often owner, chair and general manager all at once, but it is still useful to keep the three "hats" apart, because they have different tasks and different responsibilities.

Do this now

Write or review the articles of association for your company, and check that the minimum requirements are covered. Set up a simple share register, even if you are the sole owner. Note who holds which role — owner, chair, board member, general manager — and plan the first ordinary general meeting, with the annual accounts as the main item.