Skip to main content

Effective shareholder administration: meeting the requirements of the Companies Act

What your share register has to contain, when entries need to be made, and how to stay on the right side of the Norwegian Companies Act.

Written by Astrid Doumeizel

With Unlisted's share register, you can easily invite your company's shareholders and meet the requirements of the Norwegian Companies Act.

Every limited liability company is required to keep a share register. It's essential for keeping track of who owns what in the company.

Chapter 4 of the Norwegian Companies Act (aksjeloven) sets out the rules for paying in share capital and for allocating and administering shares. These rules make sure that the company's share capital is real, and they give shareholders a clear view of ownership.

It's critical for the company to comply with these requirements — both to ensure fair treatment of all shareholders and to allow shareholders to properly exercise their rights.

What does the share register need to contain?

- Name and address of each shareholder

- Number of shares each shareholder owns

- Company registration number or date of birth of the shareholder

- Digital address (not publicly accessible)

- Share numbering

- Any share classes

- Registration of any pledged shares (e.g. under a Kruse Smith agreement)

- Other relevant restrictions on the shares (e.g. under an RSA) where applicable

When should ownership be entered in the share register, and when does the owner need to be notified?

When a new owner reports and confirms their purchase of a share, the company must enter the new owner in the share register without delay, including the date of registration. Remember to handle any rights of first refusal or pre-emption rights correctly.

After a capital increase, the board must make sure the new shares are entered in the share register from the point at which the shares carry rights in the company, usually when the capital increase is registered in the Register of Business Enterprises (Foretaksregisteret).

Once a shareholder has been registered in the share register, the company must inform them. The notice should be dated and include information about the shareholder and their shareholding. If any changes are made, the shareholder must also be notified.

By using Unlisted's share register, you can invite shareholders to see all of their transactions, assuming all historical transactions are recorded. Get started today.

Remember: information about past shareholders must be retained for at least ten years.

Good luck with your share register.

Did this answer your question?