The Limited Liability Companies Act (aksjeloven) and the Public Limited Companies Act (allmennaksjeloven) regulate the establishment, operation and dissolution of private and public limited companies. This article gives an overview of the rules on share capital, shareholder rights, share transfers and the share as a property right. It is written for shareholders, boards, buyers and sellers of shares.
Share Capital and Share Contributions
Minimum Requirements for Share Capital
A private limited company (AS) must have a share capital of at least NOK 30,000, while a public limited company (ASA) must have a share capital of at least NOK 1,000,000 (Section 3-1 of each Act). The minimum for private limited companies was reduced from NOK 100,000 to NOK 30,000 with effect from 1 January 2012. One aim of the change was to make the Norwegian private limited company a more attractive alternative to registering a Norwegian branch of a foreign company (NUF).
Distribution of Share Capital
The share capital shall be distributed among one or more shares to which the rights as a shareholder are attached. The shares shall be denominated in equal amounts. The relative size of each share will therefore correspond to the ratio between the share and the total number of shares in the company. The foundation document shall state the share contribution, that is, the amount to be paid for each share.
Nominal Value and Price
It is important to distinguish between a share’s nominal value and its price:
Nominal value: the distribution of share capital among shares is technically done by assigning shares with a nominal value, so that the sum of the shares’ nominal values corresponds to the company’s share capital. The nominal value must be stated in the articles of association.
Price: the amount at which the share is actually traded or valued. For a listed share, the stock exchange price is the price at which the share trades on the exchange.
Premium and Discount
As a main rule, the share contribution cannot be lower than the share’s nominal value; a limited liability company/public limited company is not permitted to issue shares at a discount. The reason for this is that the legislator wants to ensure that the company receives real values for the shares that are subscribed.
The share contribution can, however, include a premium, i.e., a price that is above the nominal value. This means that a larger amount is paid to the company than the capital that is nominally subscribed. Since the statutory share premium reserve was abolished by an amendment act of 14 June 2013, the premium forms part of the company’s unrestricted equity in both private and public limited companies. It can therefore be distributed in accordance with the general rules on dividends in Section 8-1 of each Act. Special rules apply to financial institutions.
Documentation of Share Ownership
Shareholder Register and Central Securities Depository
Ownership of shares is recorded in the company’s shareholder register, or, for companies registered in a central securities depository, in that register.
All public limited companies must have their register of shareholders kept in a central securities depository. This shall include information about the shareholders, the number of shares they own, and information about the company and the company’s shares. Changes of ownership are registered in the depository.
Private limited companies may register their shares in a central securities depository, but most do not. Those that do not are required to keep a shareholder register (aksjeeierbok) under Section 4-5 of the Limited Liability Companies Act. The register shall contain information about the shareholders and the number of shares each one owns.
Access to the Shareholder Register
Under Section 4-6 of the Limited Liability Companies Act, the information in the shareholder register is, as a main rule, available to anyone. There are exceptions, including for the shareholder’s digital address, and further rules on access may be laid down in regulations.
Shareholder Rights
Types of Shareholder Rights
Shareholder rights can be divided into three main categories:
Economic rights: primarily the right to dividends, repayment upon capital reduction, the shareholder’s preferential right to shares issued upon capital increase, and the right to merger consideration.
Disposition rights: can be considered a special group of economic rights, and concerns the right to dispose of or acquire shares.
Management rights: primarily the right to attend, vote, and exercise other rights at the general meeting, and furthermore the right to see the minutes from the general meeting, receive interim reports, and bring actions to set aside general meeting resolutions.
Individual and Minority Rights
Shareholder rights can also be divided according to how large a proportion of shareholders must agree to exercise the rights:
Individual rights: rights that can be exercised by the individual shareholder, regardless of how many shares they own. This applies, for example, to economic rights and management rights.
Minority rights: rights that can be exercised by a minority of shareholders as defined more specifically in the legislation. How large a minority is required depends on the requirements the legislation operates with for the right in question.
The Share as a Property Right
Property Law Characteristics
The share is a property right characterised by the fact that it:
has economic value;
can be established, changed or transferred by private dispositions;
can pass by inheritance; and
can be sold, pledged and made subject to enforcement by creditors.
The Sale of Goods Act (kjøpsloven) is generally applied to share sales, directly or by analogy, although its rules do not always fit well, since what is traded is not a physical object but an interest in a company. In practice, share purchase agreements usually regulate these matters in detail.
Realisation of the Share’s Value
A share’s function as a property right must be seen in conjunction with the fact that the purpose of establishing and operating a limited liability company/public limited company is normally to make money. In practice, the profit motive for the individual shareholder can be realised through:
Returns: ongoing payments and share in profits, typically dividends
Gain on sale: by selling the share at a higher price than the purchase price/contribution
Redemption: through voluntary or compulsory redemption of the share
Liquidation proceeds: a share of the company’s assets upon dissolution
Valuation of Shares
The value of shares can be determined in different ways, depending on the type of company and situation:
Non-listed companies: there is no market price, and the value must be determined through negotiations based on the company’s operations, equity, underlying values, and future market opportunities.
Listed companies: the stock exchange price is the starting point for the market value of the share.
Larger transactions: when transferring larger blocks of shares, the value can be influenced by synergy effects, whether it is a controlling stake, and who the buyer is.
Redemption of Shares
Determining of the share’s value in redemption situations can be complex. The Limited Liability Companies Acts contain several provisions on redemption of shares where the redemption sum is to be determined on the basis of the share’s “real value”:
redemption after consent to a transfer has been refused;
redemption where the shareholder no longer meets requirements in the articles of association;
exercise of pre-emption rights;
redemption at the shareholder’s request where there are weighty reasons; and
redemption at the company’s request in case of material breach and similar situations.
Case law has provided guidance on how “real value” is to be understood in different contexts.
Shareholder Rights in Share Transfers
Main Rule for Exercising Rights
The main rule is that the acquirer of a share in a limited liability company or public limited company can only exercise shareholder rights when the share acquisition has been:
entered in the shareholder register (private limited company) or registered in the central securities depository (public limited company); or
reported to the company and substantiated, provided that no transfer restrictions prevent it.
Exceptions for Economic Rights
Exceptions have been made to the main rule for “the right to dividends and other distributions and the right to new shares upon capital increase.” The reason is that these rights can to a considerable extent be separated from the share, with the consequence that the acquirer can exercise them without reporting and substantiating their acquisition of the share itself.
Rights in the Transition Period
A practical question is who can exercise shareholder rights during a period where the acquirer cannot immediately obtain full shareholder rights:
Private limited companies: under Section 4-2 of the Limited Liability Companies Act, the transferor can exercise the rights attached to the share that have not passed to the acquirer, without any agreement to that effect. Therefore, there can be no “interim period” where neither the transferor nor the acquirer can exercise shareholder rights.
Public limited companies: the previous owner’s rights may cease before the acquirer can exercise them, so that in an interim period no one can exercise the shareholder rights.
To avoid such a gap, Section 4-2 second paragraph of the Public Limited Companies Act allows that, upon a change of ownership, the acquirer and the transferor can agree, with effect for the company, that the transferor may exercise the rights as a shareholder until they are transferred to the acquirer.
How we can help
We assist shareholders, buyers, sellers and boards with share transfers, shareholder agreements, capital changes and shareholder disputes. You can read more about the firm at advokats.no or get in touch through our contact page.
This article provides general information as of 29 October 2026 and is not legal advice for your specific situation.
