What closing means: the capital increase (kapitalforhøyelse)
This checklist concerns a new-share issue under Companies Act chapter 10. Other instruments have different completion steps. The capital increase takes effect on registration under section 10-10. Subscription creates obligations earlier, and section 10-11 permits the decision to specify when rights begin, with ordinary shareholder rights arising no later than registration.
Buying existing shares has a seller and may give remedies under the Sale of Goods Act, subject to the applicable terms. In a 2002 Supreme Court case, an undisclosed irregular receivable of more than NOK 2 million had seriously weakened the acquired company. The buyer was entitled to rescind for a material defect. It was money owed to the company, not an undisclosed debt owed by it.
A new-share subscription is not a sale by an existing shareholder, so sale remedies cannot simply be assumed to apply in the same way. The investment agreement can allocate risk through warranties and remedies. Company-law, contract and damages rules still matter. Identify the warrantor; personal founder warranties are not mandatory.
The closing sequence, step by step
Run the closing from this list, with a date against every step, and send it to every subscriber so nobody is surprised by the payment deadline.
| No. | Step | Work and responsibility | Deadline or legal basis |
|---|---|---|---|
| 1 | Proposal and special contributions | The board prepares the proposal, supporting documents and any required report for non-cash contributions or set-off, confirmed by an auditor. | Before the decision. Attach the required material to the meeting notice. Valuation no earlier than four weeks before the decision (sections 10-2 and 10-3). |
| 2 | Corporate decision | The general meeting approves the issue and articles, or the board acts within a valid registered authority. | Ordinary general-meeting threshold: at least two-thirds of votes cast and represented capital; check additional requirements (section 5-18). |
| 3 | Pre-emption | For a cash issue, honour existing shareholders’ pre-emption or validly disapply it. Check contractual rights as well. | Sections 10-4 and 10-5; the general meeting cannot depart further than proposed by the board without the affected holders’ consent. |
| 4 | Subscription | Subscribers or authorised representatives subscribe in the minutes or a document reproducing the decision and stating where required background documents are available. | The stated deadline, no later than three months after the general-meeting decision; a statutory pre-emption period must be at least two weeks from notice (sections 10-1 and 10-7). |
| 5 | Contribution | Pay or deliver the agreed contribution. Use the separate account unless the decision validly permits direct payment and earlier use. | Fully contributed before notification, by the deadline in the decision (sections 10-9, 10-12 and 10-13). |
| 6 | Confirmation | Auditor confirms receipt. For exclusively cash contributions, a financial institution in Norway or the EEA, a lawyer or a state-authorised accountant may also confirm. Only an auditor may confirm non-cash contributions or set-off. | Before notification (section 10-9). |
| 7 | Final checks | Confirm the minimum amount is validly subscribed and allocated, contributions received and contractual completion conditions met or validly waived. | Before filing. Do not postpone the non-cash report until this stage. |
| 8 | Notification and registration | Submit the notification and attachments with the required signatures; follow up defects promptly. | Notify within three months after the subscription deadline. Missing the deadline or irremediable refusal releases subscriptions (section 10-9). |
| 9 | Legal effect and funds | Share capital increases on registration. Rights normally begin then unless the decision provides otherwise; ordinary rights arise no later than registration. Check bank release of the funds. | Sections 10-10, 10-11 and 10-13. |
| 10 | Ownership records | Update the share register with holders, share numbers and classes; provide ownership confirmation. | Promptly as part of completion; keep the register accurate (section 4-5). |
Registering the capital increase (step 8) costs nothing, because a capital increase is not among the changes Brønnøysundregistrene charges for. Registration still takes time, so allow for the wait in the closing plan.
The fee-bearing changes in Foretaksregisteret are a closed list (change of partners, change of a liability share, retirement as a partner, merger, demerger and relocation plans, capital reduction, change of business name including on conversion, and prospectuses), with current amounts published on Brønnøysundregistrene’s fee page.
The resolution must include, at minimum, all of the following to avoid having to redo it:
- The amount of the increase, or upper and lower limits.
- Nominal value and subscription price per share.
- Who may subscribe, and any valid disapplication of pre-emption.
- Subscription deadline: no more than three months after the decision, with at least two weeks from notice for statutory pre-emption.
- Time and place for settlement of contributions.
- When dividend rights begin, and the class of the new shares if applicable.
- Estimated issue costs, including any underwriting commission and explanation of that guarantee.
- Additional terms and reports required for non-cash contributions, set-off or other special arrangements under section 10-2. Include express section 10-13(2) wording if earlier use of cash is intended.
Agree who will manage the closing list before the board proposal is drafted. The choice depends on the round.
- First raise. Agree dates and bank arrangements before the meeting notice, and send verified payment instructions when the basis is ready.
- Later raise. Read existing shareholder agreements and articles for approval and participation rights before setting the process. Due diligence may examine earlier issues as well.
- With a lead. Agree who keeps the completion checklist and who will confirm contributions.
- Without a lead. Appoint a coordinator; it can be a founder or adviser. Confirm filing access, required signatures and the bank’s arrangements early.
The document set on the table
Prepare the documents and signature plan before the decision. This can reduce delays, but meeting notice, pre-emption and other applicable deadlines still govern the schedule.
| Document | Purpose | Approval or signature |
|---|---|---|
| Board proposal and minutes | Record the proposal and board decisions | Minutes signed by participating board members under the applicable procedure |
| Meeting notice and minutes | Call the general meeting and record the decision | Ordinary meeting minutes: chair and at least one other participant chosen by the meeting under section 5-16; simplified treatment has its own rules |
| Updated articles | State the new capital and any other valid amendments | Adopted by the competent body and attached to the notification |
| Subscription document | Record subscription on the decision’s terms and provide required document references | Subscriber or authorised representative |
| Report for non-cash contributions or set-off | Explain the contribution and valuation before the decision | Whole board, confirmed by auditor |
| Contribution confirmation | Confirm receipt before filing | Auditor; for exclusively cash contributions also a qualifying financial institution, lawyer or state-authorised accountant |
| Investment agreement | Set agreed investment terms, conditions, warranties and remedies | The actual parties or their authorised representatives; founders only for obligations they undertake |
| Shareholder agreement or accession | Bind the intended parties to continuing obligations | Parties whose agreement or accession is required; a new investor does not bind others merely by joining |
| Register notification | Request registration with supporting documents | Required signatories using an available authorised filing route; entering the form does not itself establish signing authority |
Deadlines and the four traps
Two three-month limits. The subscription deadline can be no later than three months after the general-meeting decision. The issue must then be notified within three months after that deadline; the registry need not finish processing within the same period. A missed filing deadline prevents registration and releases subscriptions. Under the ordinary separate-account rule, funds must be returned without delay. If direct use was authorised, obtain advice on repayment and any new issue rather than treating the failed subscriptions as continuing.
Payment before the decision. A transfer alone does not constitute a valid subscription. Its treatment depends on the agreement and account arrangements: it may be an advance, a loan or a mistaken payment. Agree the structure with the person confirming the contribution before accepting early funds; converting a loan by set-off has additional requirements.
Using funds before registration. Section 10-13 normally requires a separate account the company cannot use before registration. The general meeting can expressly decide direct payment to the company and permit use before registration. Check the actual decision, bank arrangements and contractual conditions before scheduling payroll or suppliers. Registration is a prudent planning assumption if earlier access has not been validly arranged; it is not the only legally possible date.
Outstanding conditions precedent. Check every condition of completion in the investment agreement, including assignments, signed contracts and cleared diligence findings. Track them on the same list as the corporate steps, or the closing stops for a document somebody assumed was done.
Notify registrable board and articles changes without undue delay under Register of Business Enterprises Act section 4-2. Coordinate them with the capital increase where appropriate. That section does not require every change to be included in the same notification.
Immediately after registration
Complete these follow-up tasks in the week after registration, while everyone involved is still available. The beneficial-owner update and the shareholder register statement carry deadlines of their own.
- Update the share register and send ownership confirmations. Keep share numbers, classes and holder details accurate under section 4-5.
- Reassess the natural persons who are beneficial owners: more than 25% ownership or votes, rights to appoint or remove a board majority, or other control. Include indirect and agreed control and changes to existing owners. Update without delay and within 14 days of identifying new beneficial owners or becoming aware of other relevant changes under section 9.
- Report the round in the annual shareholder register statement, RF-1086, normally due by 31 January for the previous year. From June 2026, submission and corrections require an end-user system rather than Altinn forms or paper. If startup-investment relief is claimed, check eligibility and report the qualifying contribution with the correct event type; reporting alone does not establish entitlement.
- Arrange the first board meeting and an introduction for new owners. Agree priorities for the first hundred days.