Company housekeeping before you raise

Why housekeeping decides the speed of your raise

At this stage, investors work through a due diligence request list by category. Most recurring findings concern shares or company formalities.

• Share-related. A transfer nobody documented, a consent never obtained under an existing shareholders’ agreement (aksjonæravtale), a loan that promised shares on terms nobody wrote down, an earlier round done at a price since forgotten.
• Formalities. Employment contracts never signed, minutes never written, accounts filed late.

Each problem can become a condition to satisfy before payment, a personal warranty from the founders, or a reduction in price. Resolving it mid-raise takes time when delays are most costly: the investor is interested, but the money is not yet committed.

Much of it is checkable without you. The share register (aksjeeierbok) is open to anyone. The Register of Business Enterprises (Foretaksregisteret) publishes your share capital, your board and your articles of association (vedtekter); your filed accounts are public, and so is the shareholder data Skatteetaten holds.

An investor can form a view of how the company is run before the first meeting. Assume they have, and pull the same records yourself first.

The share register and what must match it

The board must arrange a share register promptly after incorporation, unless the shares are registered in a securities depository. The register identifies each holder and their shares, including share numbers and classes. It also contains contact and identifying details required by aksjeloven § 4-5. Not all of those personal details are public.

Anyone has a right of access (§ 4-6). Since 1 February 2025, the normal route is a free electronic copy by email within three business days. From a requester’s thirteenth request within six months, the deadline can be ten business days under the regulation’s rules for counting related requesters.

Access is a right, but a company using an online solution that meets the regulation can direct the requester to it. If the requester cannot access it, or it has persistent downtime, the company must provide access another permitted way. A request for a different delivery channel may be refused for an objective reason under § 1-1. Keep the public information accurate whichever route you use.

Reconcile the share register with these three records before the investor checks them.

• Foretaksregisteret, for the share capital figure, the board and the articles.
• The shareholder register statement (aksjonærregisteroppgave, form RF-1086), filed with Skatteetaten by 31 January covering the previous year’s shareholders, issues, transfers and dividends. Late filing can lead to an enforcement fine if the deadline in the Tax Administration’s notice is missed.
• What the founders believe they own, which is the version on the cap-table slide.

Differences between the cap table and the register can reveal undocumented transfers. Under the Act’s default rules an acquisition of shares needs the company’s consent, decided by the board, and consent is deemed given if the acquirer has not been told of a refusal within two months of the company being notified (§§ 4-15 and 4-16).

The other shareholders also hold a pre-emption right (forkjøpsrett) over shares that have changed owner unless the articles say otherwise. The company must notify the rights holders immediately, and the right lapses two months after the company received notice of the change (§§ 4-19, 4-20 and 4-23).

A transfer agreed over coffee, never notified, never consented to and never entered in the register, is not a clean transfer. For existing shares, rights generally run from entry or from a notified and documented acquisition not blocked by transfer restrictions (§ 4-2). Distributions and pre-emption in new issues are exceptions. New shares follow § 10-11.

The buyer must notify the company promptly (§ 4-12). Once the acquisition is notified and substantiated, the company must register it without delay unless a transfer restriction prevents it (§ 4-7). Ownership and the right to exercise shareholder powers are not identical questions. Check the transaction and the conditions in § 4-2 rather than treating registration as the sole test of ownership.

Board minutes and general meeting minutes

The chair of the general meeting (generalforsamling) must ensure minutes are kept, recording the decisions taken and the vote counts. They are signed by the chair and at least one other person chosen by the meeting, and kept for the life of the company (§ 5-16).

Board minutes (styreprotokoll) must record when and where the meeting was held, who took part, how it was conducted and what was decided. They must also show that the quorum rules were met.

If a decision was not unanimous, record who voted for and against. A board member or managing director who disagrees can have their view entered.

All participating members sign. A board of five or more may instead choose two to sign for decisions taken in a meeting. The minutes must then go to every member with a deadline for comments, which members can require to be recorded (§ 6-29).

Neither type of meeting requires everyone to be in the same room. Unless a shareholder objects, the general meeting can deal with a matter under a simplified procedure, without a physical meeting and with its own minute requirements; any board member can require a meeting instead (§§ 5-7 and 5-7a).

Since 1 June 2021 meetings have been technology-neutral (§§ 1-5a, 5-8 and 6-19). The board can hold the general meeting electronically, shareholders may take part electronically unless the board has objective grounds to refuse, and board meetings have the same flexibility. A decision taken on a video call still needs a signed minute.

If the history is thin, reconstruct it honestly.

1. Write down what was actually decided, and when.
2. Date the document the day you write it, and say in it that it records an earlier decision.
3. Never backdate. A backdated minute is a document an investor’s counsel is trained to spot, and it turns a formality problem into a credibility problem.
4. Where a decision needs more than a written record (a share issue that was never registered, for instance), run the corporate steps again properly.

The usual deadline for challenging a general meeting decision is three months from the decision. For a decision outside a meeting, it runs from sending the minutes to shareholders (§ 5-23). Missing that deadline normally makes the decision valid, but the statutory exceptions matter. Do not assume an old defect is harmless solely because three months have passed.

Exceptions include decisions that could not lawfully be made even unanimously, missing consent required from particular or all shareholders, and absent or seriously defective notice. The court can also admit a claim within two years after the ordinary deadline where the statutory conditions are met. Reconstruct records honestly, and ask counsel whether the particular decision must be taken again.

Filings, registers and attests

Registrable changes (the articles, the share capital, the board, the address, the auditor) must be notified to Foretaksregisteret without undue delay. On 1 January 2026 a new Register of Business Enterprises Act (foretaksregisterloven, LOV-2025-06-20-106) replaced the 1985 act; use the current provisions rather than the old section numbers.

What has to be registered is now set out by subject. Check your entry against each item, because a stale board or address is the first thing counsel notices.

• The company’s name, address, purpose and share capital, and its articles where it has them (§ 3-1).
• The board and the managing director (§ 3-2).
• The auditor and any external accountant (§ 3-6).

Any change in a registered item must be notified without undue delay (§ 4-2). One carve-out is new. A changed name or address for a person registered in a role need not be notified where that information already sits in the National Population Register, the Central Coordinating Register or Foretaksregisteret.

Filing goes through the coordinated register notification in Altinn. Most changes are free, including a capital increase, a board change, an address change and a change of auditor, so cost is never a reason to leave one unfiled.

The fee-bearing changes are a closed list, with the current amounts on Brønnøysundregistrene’s fee page: capital reduction, change of business name including on conversion, merger, demerger and relocation plans, partner and liability-share changes, and prospectuses.

A capital increase has a strict filing deadline. It must be notified to Foretaksregisteret within three months of the subscription deadline; miss it and the resolution lapses, the subscribers are released and their contributions repaid (§ 10-9). An old increase that lapsed because nobody filed it means the shares it was supposed to create do not exist.

The ordinary general meeting must adopt the annual accounts within six months after the financial year ends (§ 5-5). The filing obligation is then within one month of adoption under regnskapsloven § 8-2. For a calendar-year company, 31 July is the normal final date to avoid late-filing penalties; earlier adoption can create an earlier filing deadline.

Late filing triggers an escalating penalty on the scale published by Brønnøysundregistrene; board members become jointly and severally liable for it if the company has not paid within three weeks of the register’s demand, and continued failure ends in compulsory dissolution. The filed accounts are public, so an investor sees both the numbers and the filing date.

Also check the beneficial-owner registration and obtain a tax and VAT certificate.

• Beneficial owners. Identify the people who ultimately own or control the company under the register’s rules. At company level, tests include more than 25% ownership or votes, appointment or removal of more than half the board, and other control. Indirect ownership has separate control tests for intermediate entities. Register the outcome even if there are no beneficial owners.
• Tax information. Order the company’s RF-1507 certificate, not the personal RF-1316 certificate. It reports recorded tax and duty information, including overdue unpaid amounts. It is a snapshot, not proof that all liabilities are known or that the company is solvent. Investigate arrears and how they will be paid; insolvency priority depends on the type and timing of the claim.

Contracts in writing

Every employee needs a written agreement under arbeidsmiljøloven § 14-5. For employment lasting more than one month, prepare it as soon as possible and no later than seven days after work starts. Short engagements and labour hire require it at the start.

These deadlines took effect on 1 July 2024; having the agreement ready before work begins is the simplest practical rule.

The minimum content in § 14-6 was expanded at the same time. Check every contract for at least: parties and workplace, job description, start date, permanence and any trial period, working hours, holiday and holiday pay, salary and payment mechanics, and notice periods.

Different IP rights follow different rules. Under åndsverkloven § 71, copyright in software created in an employee’s duties or under the employer’s instructions normally passes to the employer, subject to agreement and moral rights. For patentable employee inventions, the Employee Inventions Act gives different rights depending on the work and the employer’s business. It requires notification and can require a claim within four months and reasonable compensation. Other works can be governed by the employment relationship and agreement.

Check the legal basis for the company’s use of designs, content, know-how and work created before incorporation or by contractors. A written assignment or a sufficient licence makes the rights easier to verify; a written assignment of everything is not a universal legal requirement. Record what the company owns, what it licenses, and any limits on use, modification, transfer or sublicensing.

Review commercial agreements too. Ordinary commercial contracts can bind without a signed formal document, although some transactions have special form requirements. A letter of intent may contain binding provisions even if the main transaction is not binding. Assess the wording, communications and applicable rules rather than the document’s title alone.

A customer in the sales forecast may only have expressed interest, while an agreement you call informal may already bind the company. Reconcile the sales pipeline and booked revenue with the actual agreements and the accounting requirements. A signature helps prove an agreement; it does not by itself establish revenue.

Related-party arrangements (anything between the company and a founder, a founder’s holding company or a family member) are written down and priced, because they will be asked for by name.

Old promises and loose ends

Ask everyone involved about promises that were never recorded: the adviser who was promised one per cent, the early employee told there would be options, the friend who built the first version in exchange for something nobody defined, and the loan from an uncle that mentioned shares.

Nothing in the Act turns a verbal promise into shares. The founders will nonetheless be asked to warrant that no undisclosed rights, options, convertible claims or pledges exist over the company’s shares, and a promise the company never intended to honour is still something a court might be asked about.

A loan carrying a statutory right to demand new shares follows chapter 11 and needs a general meeting decision or a valid board mandate. An ordinary loan can instead be converted through a later capital increase. If a promise of shares lacks the necessary authority or formalities, do not assume either that shares exist or that the company is automatically liable. Have the agreement, authority and available remedies assessed.

Where a shareholders’ agreement already exists, read it before you start the raise. It may require consent for a new issue, waivers of subscription pre-emption in the new issue, or an accession declaration from every incoming shareholder, and each of those takes signatures from people whose availability you do not control.

Write every promise down, with its date and what was actually said, and put it in the disclosure schedule. What cannot be repaired must be disclosed. Disclosure lets investors account for the problem in the terms. Leaving it undisclosed can put the founders in breach of their warranties.

The pre-raise housekeeping check

Work down the table in order and start now. The accountant and board can put registers and filings in order within weeks. Contracts need other people’s signatures, while resolving old promises requires conversations that can take longer.

Where to start depends on how much history the company has and who is already at the table.

• First raise, young company. The file is short, so it can be cleared in a few weeks: share register, incorporation minutes, employment and IP contracts, the beneficial-owner registration. Document the company’s required rights in work created before incorporation and in contractor code, including the first version built by a friend. Use an assignment or a sufficient licence as appropriate. Ask the accountant to confirm RF-1086 is scheduled for January and the accounts for filing within one month of adoption, with the July late-fee date also monitored for a calendar-year company.
• Second raise. Start with the previous round. Check that the capital increase was filed within three months of the subscription deadline and subsequently registered; if it lapsed, those shares do not exist and the issue has to be run again. Check that every subscriber is in the register and that RF-1086 for that year shows the issue. Then read the existing shareholders’ agreement for the consents, waivers and accession it requires this time, and start collecting those signatures now.
• Founders holding through holding companies. Every agreement between the company and a founder’s holding company is a related-party arrangement. Write it down, price it and have the board approve it.
• A lead in place. Ask the lead for their request list now and work from it. Their counsel will pull the register, the Foretaksregisteret entry and the filed accounts before the list arrives, so pull them yourself first and fix what you find. Order the RF-1507 certificate early; it comes from Skatteetaten, and you cannot produce it yourself.
• No lead yet. Read the company as a stranger would: the share register, the Foretaksregisteret entry, the filed accounts and their filing date. Fix what a stranger would notice before you approach anyone, because without a lead there is nobody to explain it on your behalf.