Glossary

Norwegian and English, side by side.

A

Accounting Act regnskapsloven

The statute governing the accounting duty: what the annual accounts consist of, the standards they are prepared under, when they must reach the Register of Company Accounts, and what follows a late filing. It also makes the filed accounts public, which is why a shareholder gets them without asking the company.

actual value virkelig verdi

The valuation standard the Companies Act uses in several places, including redemption after the company has refused consent to an acquisition. What it comes to in a given case is settled by the provision it sits in and the case law on that provision, not by one formula.

alternative investment fund alternativt investeringsfond

A collective investment undertaking, other than a UCITS, that raises capital from several investors to invest under a defined strategy for their benefit. An angel investment vehicle may qualify, regardless of legal form. Its actual structure determines whether the AIF rules apply and whether its manager needs registration or authorisation.

annual accounts årsregnskap

A company’s statutory accounts for a financial year. They include the income statement, balance sheet and notes; small enterprises may omit the cash-flow statement. All directors and any managing director sign them, and the general meeting adopts them. Accounts filed with the Register of Company Accounts are public.

annual recurring revenue årlige gjentakende inntekter

Recurring subscription or licence revenue expressed at an annual rate, usually called ARR. It is not the same as revenue recognised in the last financial year. Exclude one-off sales and services, state what is included, and show how the calculation relates to active contracts and billing.

articles of association vedtekter

The company’s registered constitutional rules, including share capital, share classes and permitted variations from statutory defaults. Amendments normally require at least two thirds of both votes cast and represented share capital; stricter requirements can apply. The articles govern the company and its shareholders, unlike a contract that normally binds only its parties.

assignment of rights rettighetsoverdragelse

An agreement transferring intellectual-property rights to another party. A clear written assignment should identify the material, rights, permitted amendments, onward transfers and delivery obligations. Applicable formalities and non-transferable rights depend on the type of right. A later confirmation cannot automatically cure gaps affecting third parties.

B

bankruptcy konkurs

Court proceedings to administer an insolvent debtor’s estate for creditors. Insolvency is more than a temporary cash shortage: the statutory test considers both inability to pay on time and whether assets and income can cover the obligations. Shareholders receive anything left only after creditors have been covered, which is uncommon in a startup bankruptcy.

bankruptcy estate konkursbo

The separate estate created when a company's assets are taken over for its creditors and administered by a court-appointed trustee. A compulsory dissolution is administered in the same way, even though no creditor petitioned for it and no insolvency was proved.

beneficial owner reell rettighetshaver

An individual who ultimately owns or controls an entity under the statutory criteria. The entity must investigate, document and report its beneficial owners where required. There may be several, and the register must also reflect situations where none is identified or identification is not possible under the applicable rules.

binding advance ruling bindende forhåndsuttalelse

A ruling the Tax Administration gives on the tax consequences of a transaction before it is carried out. It binds the authority on the facts presented, for the taxpayer who asked for it. It answers a question of law and cannot approve a valuation.

board liability styreansvar

A director’s personal liability for loss caused intentionally or negligently in their role. A claim normally requires fault, financial loss and a sufficient causal connection. Conduct is assessed individually in its circumstances; a failed company or unsuccessful business decision does not by itself establish liability. The managing director can also be liable under section 17-1.

board minutes styreprotokoll

The required record of board proceedings, including time, place, participants, procedure and decisions. It must show that the quorum requirements were met and record votes for and against a non-unanimous decision. Participating directors sign. A board with at least five members may choose two signatories for a meeting decision, then circulate the minutes to all members for comments.

Bookkeeping Act bokføringsloven

The statute that imposes the duty to keep books and sets the rules on vouchers, invoices, the accounting system and how long records are retained. Every Norwegian private limited company is bookkeeping-obliged, and the books must be current for each reporting deadline the company has.

bridge financing mellomfinansiering

Funding intended to carry a company to a later financing, milestone or other source of cash. It may take the form of a loan, convertible loan, SLIP or share issue. A short cash runway can weaken the company’s negotiating position, but neither the instrument nor the terms are predetermined.

business angel forretningsengel

An individual who invests their own capital in early-stage companies, directly or through an investment company, alone or with other investors. The investment may be made through shares or an instrument that can become shares. Unlike a fund manager, the angel primarily invests their own money.

business model forretningsmodell

How a company creates value for customers and earns money from it: who buys, what they pay and what delivery costs. Different business models need different measures of progress, profitability and risk.

C

capital increase kapitalforhøyelse

An increase in registered share capital, through new contributions or a transfer from existing equity. A new-share issue can be resolved by the general meeting or by the board under a valid registered authorisation. A fund issue follows its own rules. A subscription issue must be filed within three months after the subscription deadline.

capital reduction kapitalnedsettelse

A reduction of registered share capital by lowering share nominal values or cancelling shares. Reducing nominal value can make an issue below the former nominal value possible; the subscription price must still meet the applicable nominal value. Whether creditor notice is required depends on the purpose and structure of the reduction.

change of ownership eierskifte

A change in who owns shares. It can trigger company-consent requirements and pre-emption rights. Under the statutory default, pre-emption follows the actual ownership change, rather than merely an agreement to sell. The articles and any contractual transfer rules must also be checked.

churn kundefrafall

The share of customers or recurring revenue lost during a period. Customer churn compares lost customers with the opening customer count. Gross revenue churn measures lost recurring revenue without offsetting expansion. Net revenue retention includes expansion from existing customers, so it answers a different question.

Companies Act aksjeloven

The Norwegian act governing private limited companies (AS). It regulates shareholders, company decision-making, share capital and directors’ duties. Some rules apply unless the articles or an agreement provide otherwise; mandatory rules cannot be set aside by a shareholders’ agreement.

company certificate firmaattest

A certificate from the Register of Business Enterprises showing registered details such as share capital, directors and signature rights. It is a dated record of registered information, not a complete list of every authority to act for the company. Obtain a current certificate when checking a transaction.

compulsory dissolution tvangsoppløsning

Court-ordered dissolution for specified failures to meet statutory requirements, such as failure to file complete annual accounts. The notice and correction process comes first. If dissolution is ordered, the estate is generally handled under bankruptcy procedures even without proven insolvency.

conflict of interest interessekonflikt

A situation where someone’s own interests, or their duties to another party, may pull against the interests they are meant to serve. Identify and disclose relevant conflicts, then follow the applicable law, agreements and network rules. Disclosure alone does not necessarily permit participation in a decision.

consent requirement on a change of ownership samtykkekrav ved eierskifte

The default requirement for company consent when shares in an AS are acquired, unless the articles provide otherwise. Refusal requires reasonable grounds. If refusal has not been notified within two months after the company received notice of the acquisition, consent is deemed given. Statutory options apply when consent is refused.

convertible loan konvertibelt lån

A loan that can be converted into shares on agreed terms, for example at a later financing round with a discount or valuation cap. A statutory subscription right under Companies Act chapter 11 requires the prescribed company decisions. The conversion event, maturity and other terms must be checked in the actual agreement.

Copyright Act åndsverkloven

The Norwegian Copyright Act. Among other things, it governs transfers of copyright. Unless otherwise agreed, rights in software created by an employee as part of their duties or under the employer’s instructions pass to the employer under section 71, including amendment and onward transfer rights. The employee’s moral rights are excepted.

Crowdfunding Act folkefinansieringsloven

The Norwegian act implementing the EU crowdfunding regulation, in force from 1 August 2026. Services within its scope require authorisation. A provider authorised in another EEA state may operate across borders under the regulation’s notification procedure; Norwegian authorisation is not required in every case.

D

data room datarom

An organised collection of documents made available to potential investors or buyers for due diligence. Access is controlled. Clear folders, current documents and a structure linked to the request list help reviewers find and verify the information.

dilution utvanning

A reduction in an existing shareholder’s percentage ownership when new shares are issued. If new investors put NOK 10 million into a company valued at NOK 20 million pre-money, they receive one third and the earlier owners retain two thirds, assuming no other share-count changes. A smaller percentage does not by itself mean a lower monetary value.

directed share issue rettet emisjon

A share issue offered to selected subscribers rather than existing shareholders in proportion to their holdings. Setting aside statutory subscription rights normally requires the majority for amending the articles, or a valid board authorisation allowing it. The decision must also comply with equal-treatment and misuse-of-power rules.

disqualification inhabilitet

Disqualification from taking part in the handling or decision of a matter. Under section 6-27, it applies where a director or managing director has a prominent personal or financial special interest because the matter particularly affects them or someone close to them. A proven conflict with the company’s interests is not a separate statutory condition.

drag-along medsalgsplikt

A provision requiring specified shareholders to join a sale when the agreed conditions are met, often called drag-along. Its scope depends on the agreement or articles, including thresholds, price and other protections. It is distinct from the Companies Act’s statutory compulsory-acquisition rules.

due diligence selskapsgjennomgang

A structured investigation of a company before an investment or acquisition, usually called due diligence. It tests important claims and risks through commercial, financial, legal and technical work. Its scope depends on the transaction; it reduces uncertainty but cannot guarantee that every problem will be found.

duty to act handleplikt

The board’s duty under section 3-5 when equity may be inadequate for the business’s risks and scale. It must consider the situation immediately and call a general meeting within a reasonable time. If equity is inadequate, it must propose remedies, or dissolution if viable remedies cannot be proposed or implemented.

E

earn-out tilleggsvederlag

Additional sale consideration payable if agreed conditions are met after completion, often called an earn-out. Conditions may relate to business performance. Tax treatment depends on the substance: a payment connected with the seller’s continued work may be employment income rather than a share gain.

employee invention arbeidstakeroppfinnelse

A patentable invention made by an employee. The employer may claim rights within the scope allowed by the Employee Inventions Act. The employee must give written notice, and the employer normally has four months after receiving it to claim rights. The connection to the employee’s duties and the employer’s business determines what may be claimed.

Employee Inventions Act arbeidstakeroppfinnelsesloven

The Norwegian act governing employees’ inventions that can be patented in Norway, whether or not a patent is sought. It sets rules for the employer’s acquisition of rights and the employee’s compensation. It does not govern ordinary copyright in code, text or designs; a computer-implemented invention may nevertheless be patentable.

employer's national insurance contributions arbeidsgiveravgift

A contribution the employer pays in addition to wages, holiday pay and relevant pension contributions. Rates usually depend on geographical zone, but the activity and other exceptions can affect the calculation. Use the rules for the employer’s actual circumstances when budgeting payroll costs.

enterprise foretak

In business statistics, an enterprise is an organisational unit producing goods or services with a degree of decision-making independence. It may consist of one or several legal entities and operate several establishments. Check the definition used by the particular statistics before estimating customer numbers.

equity crowdfunding folkefinansiering

Equity crowdfunding raises capital from many investors through an online platform in exchange for shares. It is one form of crowdfunding; others include loans, rewards and donations. The Norwegian term folkefinansiering is broader than share investment. Investor involvement and the presence of an experienced lead investor depend on the offering.

establishment bedrift

A local operating unit in Statistics Norway’s business statistics, such as an office, depot or factory. One enterprise can have several establishments. For example, a transport enterprise with three separate depots may be counted as one enterprise and three establishments.

exit tax utflyttingsskatt

Tax on unrealised gains on specified assets when a person moves or transfers assets abroad. The rules depend on the date and type of event. For events from 20 March 2024, payment options generally run for up to twelve years; later events can trigger payment or affect deferral. Check Skatteetaten's guidance for the applicable regime.

F

financial model finansmodell

A model of expected revenue, costs and cash movements, built from assumptions about how the business operates. At seed stage, investors use it to understand those assumptions, the funding need and what happens if sales or costs differ from the plan.

framework agreement rammeavtale

An agreement setting the terms for later purchases. In public procurement, the authorised buyers and suppliers must be identified, and applicable rules require an estimated and maximum quantity or value. Reaching the maximum normally prevents further call-offs; it does not cancel obligations under orders already validly placed.

fraud bedrageri

The criminal offence of deception for unlawful gain that causes loss or a risk of loss. An investor may also have a civil claim for compensation. That claim is distinct from criminal liability, but may in some circumstances be heard in the criminal proceedings.

G

general meeting generalforsamling

The shareholders’ decision-making body. Ordinary resolutions normally require more than half the votes cast. Amendments to the articles generally need at least two thirds of both votes cast and represented share capital. Special statutory rules or the articles can require a different or stricter majority.

general terms and conditions for R&D projects generelle vilkår for FoU-prosjekter

The standard conditions the Research Council attaches to research and development funding. They set what the recipient reports, what it must obtain approval for — including a change of project owner — and what happens to the award when the project or the company changes.

grant tilskudd

Funding that normally does not require repayment or give the funder shares, provided the conditions are met. Awards may require eligible costs, own financing and reports, with advances or reimbursement depending on the scheme. Breach of conditions, ineligible costs or overpayment can lead to reduction or recovery.

gross margin bruttomargin

Gross profit expressed as a percentage of revenue: revenue less the costs of delivering the goods or services, divided by revenue. In software businesses, relevant costs may include hosting, support and third-party licences. State which costs are included so that the percentage can be interpreted and compared.

H

holding company holdingselskap

A company used to own shares in other companies. Selling its shares changes the indirect ownership of its investments without transferring the portfolio shares themselves. However, contractual change-of-control clauses or other applicable rules may still require consent or have other consequences.

holiday pay feriepenger

Holiday pay accrued from qualifying remuneration in an earning year, normally paid in connection with holiday the following year. Statutory rates and any agreement on extra holiday determine the amount. Special payment rules apply, including when employment ends. The employer records the liability as it accrues.

I

incorporation document stiftelsesdokument

The document used to form an AS, including its articles and the founders’ share subscriptions. The company is formed when all founders have signed. Registration follows and has separate legal effects, including restrictions on what the company can do before registration. The document records the original formation terms.

indemnity skadesløsholdelse

A contractual promise to cover a specified loss or liability. It is often used for a known risk, such as a disputed tax claim. The agreement determines who pays, who receives payment, what losses qualify and which limits or exclusions apply. It does not automatically override every disclosure or liability limit.

intellectual property rights immaterielle rettigheter

Rights in assets such as software, text, inventions, trade marks and designs, together with protected know-how. A company may create, acquire or license these assets. Check the applicable law and agreements for each contributor; employee software has a specific statutory transfer rule, while other rights may need an assignment.

L

letter of intent intensjonsavtale

A document describing a proposed transaction or cooperation, such as a customer’s intended purchase or an investor’s proposed investment. Whether it is binding, partly binding or non-binding depends on its wording and the circumstances. The title alone does not decide.

letter of offer tilbudsbrev

A funder’s letter offering support and setting its conditions, often with annexes and incorporated standard terms. Read the full award documentation for the applicable funding, payment, reporting and change-control requirements. Public summaries do not necessarily reproduce every condition.

liquidation preference likvidasjonspreferanse

A priority between shareholders when proceeds are distributed on a sale or winding-up, as defined in the relevant terms. A 1× non-participating preference normally gives the holder the better of the preference amount or their ordinary share of proceeds. It does not give shareholders priority over creditors.

lock-in period bindingstid

An agreed period during which a shareholder cannot sell shares, often set out in a shareholders’ agreement. Whether it covers all founder shares, includes vested shares or allows exceptions depends on the wording. Vesting and a restriction on sale are separate matters.

M

managing director/CEO daglig leder

The person responsible for day-to-day management under the Companies Act. Unusual or major matters normally belong to the board, subject to the statutory rules on specific authority and urgent decisions. The board appoints the managing director unless the articles assign that decision to the general meeting.

mandatory occupational pension obligatorisk tjenestepensjon

Pension provision an employer must arrange when the business meets the statutory coverage conditions. Those conditions depend on staffing, working hours and ownership; the duty does not arise automatically with every first employee. Once covered, minimum contribution and employee-membership rules apply, and employer contributions add to payroll costs.

market sizing markedsstørrelse

An estimate of the sales opportunity in a defined market. A bottom-up calculation starts with identifiable potential customers and a realistic annual spend per customer. State the segment, geography and assumptions so another reader can check the estimate.

milestone milepæl

A defined result the company plans to achieve, such as a working product or a paying customer. It should be measurable and verifiable. Funding plans link the milestone to the work, cost and time needed to reach it, while allowing for uncertainty.

N

nominal value pålydende

The nominal amount of each share, stated in the articles. All shares in a Norwegian AS have the same nominal value, including across different share classes. It is distinct from the subscription price: new shares may be issued above nominal value, but not below it.

nominee registration forvalterregistrering

Registration of an approved nominee in place of the beneficial owner. For an AS, the relevant rules apply where the articles provide for shares to be registered in a central securities depository. An ordinary shareholder book does not offer a general nominee-registration route. The statutory conditions must be checked for the particular holder.

non-compete clause konkurranseklausul

A clause restraining someone from competing with the business after they leave it. Between employer and employee the Working Environment Act limits it: written form, no further reach than the employer's particular need for protection, no more than a year after termination, and compensation for the restricted period.

non-disclosure agreement konfidensialitetsavtale

An agreement controlling the use and disclosure of confidential information. It should identify the information covered, permitted uses and recipients, duration, and any return or deletion duties. It can protect a wider range of information and specify more detailed obligations than trade-secret legislation alone.

Norwegian-controlled foreign company NOKUS-selskap

A Norwegian-controlled foreign company in a low-tax jurisdiction that falls within the NOKUS rules. Norwegian participants may be taxed on their share of profit without a distribution; losses generally carry forward against later income from that company. Treaty and genuine EEA-establishment exceptions can exclude NOKUS taxation.

O

option agreement opsjonsavtale

An agreement granting options to an employee under an option plan. It identifies the holder, number of options and grant date, and sets out or incorporates the exercise price, vesting conditions and exercise period. The agreement and plan must be read together.

P

participation exemption fritaksmetoden

The corporate participation exemption. Qualifying share gains are exempt from tax, and losses are not deductible. Normally, 3% of qualifying dividends is included in taxable income, though some dividends are fully exempt. Which entities and investments qualify depends on the statutory conditions, especially for foreign holdings.

patent patent

An exclusive right to an invention meeting patentability requirements, including novelty, inventive step and industrial applicability. Patent rights are territorial. A Norwegian patent normally lasts up to 20 years from filing if fees are paid. Public disclosure before filing can destroy novelty, so assess protection before publishing.

personal data personopplysninger

Information relating to an identified or identifiable individual. Companies processing it must follow applicable data-protection rules. Due diligence examines matters such as legal bases, security, records of processing where required, processor agreements and safeguards for transfers outside the EEA.

pilot customer pilotkunde

A customer testing a product in actual use, with or without payment. A paid pilot provides stronger evidence of willingness to pay than an unpaid trial, but neither proves renewal. Assess the price, commitment, results and realistic path to an ordinary customer contract.

pitch deck pitchdeck

A short slide presentation of a company and its investment opportunity, usually called a pitch deck. It explains the problem, solution, market, team, progress and funding need. Important claims should be supported or clearly identified as assumptions.

pledge over shares pant i aksjer

Security over shares rather than the company’s underlying assets. For shares in an ordinary AS shareholder book, the articles may exclude pledging, and notice to the company gives a contractual pledge protection against third parties. The pledge must be entered in the shareholder book. Securities-depository shares follow separate registration rules.

pre-emption right forkjøpsrett

A right for other shareholders to take over shares that change owners. Under the Companies Act’s default rules, it arises on the ownership change and must be exercised within two months after the company receives notice. The articles can alter the rules. A contractual offer-first right is a separate arrangement.

pre-emptive subscription right fortrinnsrett

Existing shareholders’ statutory right to subscribe for new shares in a cash issue in proportion to their holdings. The general meeting may set it aside by the majority required to amend the articles. This is often used to bring in new investors, but is not necessary in every external financing round.

pre-order forhåndsbestilling

An order placed before a product becomes available for delivery. It can indicate demand, especially if it is binding and paid. Its evidential value depends on cancellation rights, refunds and the customer’s commitment; it does not show that the customer will keep using the product.

project accounts prosjektregnskap

Separate records of a project’s costs, financing and work, kept as the project progresses. For SkatteFUNN, the project accounts and time records support the cost claim, which an auditor must certify with the tax return even if the company has opted out of statutory audit.

project owner prosjektansvarlig

The organisation responsible to the funder for a funded project. Under the Research Council’s terms, changing the project owner requires prior approval, and the new organisation must meet the applicable requirements. For other funding, check the actual award terms before transferring responsibility.

public support offentlig støtte

Support from public sources, such as grants, tax credits or subsidised loans. When combining schemes, identify the eligible costs and the applicable aid and funding limits. Centrally managed EU funding outside member-state control has specific cumulation rules and is not automatically treated as state aid.

R

realisation realisasjon

A disposal or other event that triggers the tax calculation of a gain or loss, such as a share sale or qualifying liquidation. A fall in value or an accounting write-down alone is not a realisation. The applicable tax rules determine timing and whether a gain is taxable or a loss deductible.

reasonable compensation rimelig godtgjøring

Compensation an employee may claim when the employer acquires rights to their invention. Section 7 preserves the right despite an earlier contrary agreement, but includes an exception where the acquired value falls within what the employee can reasonably be expected to provide for their remuneration. Either party may refer a dispute to the mediation board.

redemption innløsning

A shareholder giving up shares against payment under a statutory or contractual mechanism. The grounds, procedure and valuation depend on the mechanism used. References to actual value in the Companies Act must be interpreted in their particular legal context; one valuation formula does not cover every case.

Register of Business Enterprises Foretaksregisteret

The public Brønnøysund register of business information, including registered share capital, articles, directors and signature rights. Changes must be reported through the applicable filing procedure. Registration has legal effects, but the exact effect and timing depend on the type of change.

rescission heving

Ending a contract because of a material breach, normally with repayment or return of what the parties have received. For purchases of existing shares, the Sale of Goods Act provides default rules. The parties may change those rules in their agreement, so rescission is not an unalterable statutory safety net.

restructuring rekonstruksjon

A court-supervised process for a debtor with serious financial difficulties, or an imminent risk of them. It can involve deferral, debt reduction or debt-to-equity conversion. Consent, voting and court-confirmation requirements depend on the procedure and proposal. Check which legislation is in force; adoption of a replacement Act does not itself bring it into force.

S

Sale of Goods Act kjøpsloven

The Norwegian Sale of Goods Act. It provides default rules for purchases of existing shares, including notification of defects, price reduction, damages and rescission for a material breach. The parties can agree on different terms. Subscription for newly issued shares is not a purchase governed by this Act.

seed såkorn

An early financing stage used to develop a product, test demand and build the business. Companies, angels and funds use the label differently, so it does not establish a fixed level of revenue, product maturity or investor type. Describe the company’s actual progress alongside the stage label.

share class aksjeklasse

A group of shares with rights that differ from those of another group. In a Norwegian AS, the articles must define those differences. For example, a company-level preference on distributions must be reflected in the articles; a shareholders’ agreement alone cannot create a share class.

share exchange aksjebytte

Exchanging shares in one company for shares in another. Certain cross-border exchanges qualify for tax deferral if the statutory conditions, including tax continuity, are met. An exchange between two Norwegian-resident companies is a realisation; whether tax is payable also depends on the shareholder and any applicable exemption.

share issue emisjon

The issue of new shares against payment, resolved by the general meeting or by the board under an authorisation. It is how an investment round puts capital into the company, as distinct from buying shares from an existing holder.

share purchase agreement aksjekjøpsavtale

The contract for buying existing shares from a shareholder. It sets the price, completion conditions and allocation of risk. The Sale of Goods Act provides default remedies, including rescission for a material breach, but the parties can modify those rules in their agreement.

share register aksjeeierbok

The company’s record of its shareholders and their holdings. The board of a Norwegian AS must keep it up to date. If the articles provide for registration in a central securities depository, a shareholder register there takes its place. The law gives the public access to shareholder information.

shareholder model aksjonærmodellen

The regime for taxing a personal shareholder's share gains and dividends. The taxable gain or dividend, after any available shielding deduction, is multiplied by an upward adjustment factor and taxed as general income. Skatteetaten publishes the applicable factor and rate for each income year.

shareholder register statement aksjonærregisteroppgave

The annual statement a private limited company files with Skatteetaten, reporting its shareholders at the year end and the year's share issues, transfers and dividends. Skatteetaten's shareholder register is built from it, so it evidences what the company reported, not who holds title to the shares.

shareholders' agreement aksjonæravtale

A contract between shareholders about matters such as share transfers, board representation, information, founder commitments and exit. It normally binds only its parties, so new shareholders usually need to join it. It cannot override mandatory company law or replace decisions that company law requires.

shielding deduction skjermingsfradrag

An allowance reducing a personal shareholder’s taxable dividends or share gain. Annual shielding uses the share’s shielding basis, normally acquisition cost plus unused shielding, multiplied by the applicable rate. Unused shielding carries forward on the same share but cannot create or increase a deductible loss on disposal.

sole proprietorship enkeltpersonforetak

A business operated by one individual, without a separate legal personality. The owner is personally responsible for its obligations. Owning shares through a sole proprietorship does not create a separate corporate shareholder or give access to the corporate participation exemption.

sound equity forsvarlig egenkapital

Equity that is adequate for the company’s business risks and scale. The Companies Act also requires adequate liquidity at all times. Section 3-5 specifies the board’s procedure when equity may be inadequate; liquidity problems also require action under the board’s wider duties.

source code kildekode

Software written in a form people can read and modify. A technical review may examine selected code, architecture, development practices and dependencies. The scope should match the investment risks; a short review can reveal problems but is not a complete audit of the software.

specification principle spesialitetsprinsippet

The copyright rule that an author is not deemed to have transferred more rights than the agreement clearly expresses. It makes a precise description of the rights important. How a particular assignment is interpreted still depends on the whole agreement and its context.

start-up grant oppstartstilskudd

Innovasjon Norge grants for testing a market and developing an early-stage business. Each scheme has its own eligibility, cost and payment rules. Oppstartstilskudd 2 currently covers up to 50% of approved project costs and requires eligible own financing, which is not limited to newly issued equity.

start-up option tax scheme opsjonsskatteordningen

The special tax regime for qualifying employee options in startup and growth companies. Qualifying grant and exercise do not trigger tax; the shares are generally taxed under the shareholder model when realised. Detailed conditions apply to the company, employee and option, and changes in those conditions must be checked for the relevant grant date.

state aid statsstøtte

Support meeting the EEA Agreement’s state-aid criteria, including an economic advantage from state resources that favours certain undertakings and can affect competition and EEA trade. Not all public funding is state aid. The applicable legal basis, such as a block exemption or de minimis rules, determines conditions and cumulation limits.

subscription agreement tegningsavtale

An agreement for an investment through newly issued shares. It sets the commercial terms, conditions, payment arrangements and any warranties. It must work together with the required company resolutions and valid share subscription; it cannot replace those legal steps.

subscription price emisjonskurs

The price paid for each new share in an issue. It is usually derived from the pre-money valuation and an agreed share count, which may include options and other potential shares. The issue resolution states the price; a board acting under valid authority can determine it within that authority.

T

tag-along medsalgsrett

A right to join another shareholder’s sale, often called tag-along. The agreement or articles determine which sales trigger it, how many shares may be included and on what terms. It is not a general statutory right available to every minority shareholder.

tax and VAT certificate attest for skatt og merverdiavgift

A certificate from Skatteetaten showing recorded amounts due for tax, employer contributions, VAT and related interest at the time of issue. It helps identify arrears but does not guarantee that every tax obligation has been assessed or paid. Arrears should be investigated alongside the company’s other debts.

tax credit skattefradrag

In this context, a tax credit reducing tax payable, rather than a deduction from taxable income. SkatteFUNN is an example: the approved credit is settled through the tax assessment, including a payment where it exceeds tax due. Budget for the actual settlement timing, not the date of project approval.

the board styret

The body responsible for managing and overseeing an AS. Its duties include sound organisation, necessary plans and budgets, financial oversight and supervision of day-to-day management. The general meeting normally elects directors, with exceptions such as employee representation and appointment rights permitted by law.

trade secret forretningshemmelighet

Information protected because it is not generally known or readily accessible in the relevant circles, has commercial value because it is secret, and is subject to reasonable secrecy measures. Statutory protection does not require a confidentiality agreement, although such an agreement can clarify the recipient’s duties.

U

undertaking in difficulty foretak i vanskeligheter

An undertaking meeting the state-aid definition of financial difficulty. This normally excludes support under the General Block Exemption Regulation, subject to its exceptions. For SkatteFUNN, eligibility is assessed at approval, considering both the applicant and any wider economic undertaking. Aid granted contrary to the rules can require recovery.

unit economics enhetsøkonomi

Revenue and costs for one unit of the business, such as a customer, order or product. For a customer relationship, the calculation may compare acquisition and service costs with gross profit over its expected duration. It helps test whether growth can become profitable.

unlisted shares unoterte aksjer

Shares not listed on a stock exchange. Some can be traded through other arrangements, but early-stage shares often have few potential buyers and no reliable current market price. Transfer restrictions may also apply. An angel should plan for the possibility of holding them for many years.

V

valuation verdsettelse

An assessment of what a company or holding is worth. In a financing round, the agreed pre-money valuation helps determine the subscription price using an agreed share count. Early-stage valuations rely heavily on assumptions and negotiation, so distinguish the price agreed for one round from an objective or guaranteed value.

W

warranty garanti

A contractual assurance about specified facts, given by an identified party. The agreement determines what happens if it is incorrect and how disclosures qualify it. Uploading a document to a data room does not automatically exclude a warranty claim; the agreed disclosure standard matters.

wealth tax formuesskatt

An annual tax on an individual’s net wealth above the applicable allowance. Unlisted Norwegian shares are generally valued using a share of the company’s tax value, with a valuation discount. Foreign shares and special situations can follow different valuation rules. Rates, allowances and discounts depend on the income year.

winding-up avvikling

Winding up a company that can cover its obligations. The general meeting normally needs at least two thirds of both votes cast and represented share capital to resolve dissolution. Creditors are notified, and shareholders receive only what remains after liabilities have been covered.

withholding tax kildeskatt

Tax withheld in the country from which income is paid, for example on a dividend to a foreign shareholder. Domestic exemptions or a tax treaty may reduce it. Whether the recipient can claim relief in their own country depends on that country’s rules and the applicable treaty.

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