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From AS to NUF: Choosing the right business structure for your Norwegian venture

As Norway continues to attract international businesses, many foreign companies find themselves needing to establish a presence in the Norwegian market. At Advokatfirmaet Sterk AS, we often assist clients in navigating the complexities of Norwegian business law. Today, we'll share some key insights on how foreign businesses can set up operations in Norway.



Understanding Your Options


When a foreign company wants to operate in Norway, they typically have three main options:


  1. Establish a Norwegian Limited Company (AS): This is often the preferred choice for many foreign businesses. It involves setting up a separate legal entity in Norway, which can provide benefits in terms of liability protection and local credibility. It's particularly suitable for companies planning substantial or long-term operations in Norway.

  2. Norwegian-Registered Foreign Business (NUF): This is a registration of the foreign business itself with Norwegian authorities. It's not a separate legal entity but provides a Norwegian organization number for business purposes. This can be a good option for companies testing the market or conducting limited operations.

  3. Norwegian Branch: This involves registering a formal branch office in Norway, which requires a Norwegian business address and constitutes a permanent establishment for tax purposes. It's suitable for companies that want a more substantial presence than a NUF but don't want to set up a separate legal entity.


The choice between these options depends on various factors, including the scale of planned operations, liability considerations, tax implications, and long-term business strategy in Norway.


VAT Registration: A Key Consideration


Regardless of the chosen structure, VAT registration is a crucial step for most businesses operating in Norway. The threshold for mandatory VAT registration is quite low – any foreign business making taxable supplies of goods or services exceeding NOK 50,000 in a 12-month period must register.


It's important to note that the requirement for a VAT representative varies depending on the country where your business is established:


  • Businesses from countries outside the EU/EEA are required to appoint a Norwegian VAT representative.

  • Businesses from EU/EEA countries can choose whether to appoint a VAT representative or handle VAT matters directly.


Even if not mandatory, appointing a VAT representative can be beneficial for many foreign businesses, as they can provide valuable support in navigating Norway's VAT system and ensuring compliance.


Reporting Obligations: Staying Compliant


Foreign businesses operating in Norway (NUF) should be aware of the comprehensive reporting obligations under the Tax Administration Act. These include reporting:


  • All contracts for work in Norway

  • All subcontractors engaged for such work (limited to two levels down in the contract chain)

  • All employees working on the contracts in Norway


Timely and accurate reporting is crucial to avoid penalties and maintain good standing with Norwegian authorities.


Key Recommendations for Foreign Businesses


Based on our experience advising international clients, we typically recommend the following steps:


  1. Carefully evaluate whether to establish a Norwegian AS, register as a NUF, or set up a branch based on your business plans and goals

  2. If not establishing an AS, register as a NUF or branch with the Register of Business Enterprises

  3. Obtain a Norwegian organization number

  4. Register for VAT

  5. Determine whether you're required to appoint a VAT representative or if it would be beneficial for your business

  6. Set up routines for timely reporting of contracts, subcontractors, and employees

  7. Regularly monitor the scale and permanence of Norwegian activities


Conclusion


Establishing a business presence in Norway offers exciting opportunities, but it also comes with legal and regulatory responsibilities. By understanding the options and obligations from the outset, foreign companies can set themselves up for success in the Norwegian market.


At Advokatfirmaet Sterk AS, we're here to guide you through every step of the process, whether you're setting up a Norwegian AS, registering as a NUF, or establishing a branch. Our experienced attorneys can provide tailored advice to help you choose the best structure for your business, navigate VAT registration and representation requirements, and ensure compliance with Norwegian regulations.


This blog post provides general information and should not be considered as legal advice. For specific guidance related to your business situation, please contact our office to schedule a consultation.

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