Glossary

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.

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.

A collective investment undertaking, other than a UCITS, that raises capital from a number of investors to invest it under a defined investment strategy for their benefit. The definition is wide and indifferent to legal form, so a pooled angel vehicle is presumptively one, and one must have a manager registered with or authorised by Finanstilsynet.

A company's statutory accounts for the financial year: a profit and loss account, a balance sheet and notes, under the simplified rules that small enterprises follow. The board signs them, the general meeting adopts them, and once filed with the Register of Company Accounts they are public along with their filing date.

The contracted subscription or licence revenue a company earns in a year, stated as the annualised value of fees that renew unless the customer acts. One-off fees, setup, installation, hardware and consulting sit outside it, and the figure should reconcile to invoices actually issued.

The company's constitutional document, registered and public, setting the share capital, any share classes and any transfer restrictions departing from the statutory defaults. Amending it needs two thirds of both the votes cast and the capital represented at the general meeting. Unlike a shareholders' agreement, it binds the organs and every successive shareholder.

The document by which a contributor moves their rights in what they made to the company. Norwegian law puts no form requirement on it, so a confirmatory assignment can be signed at any time; it must name the works, the right to modify and the right to transfer onward, and require delivery of the source materials.

Insolvency proceedings opened when a company cannot pay its debts as they fall due. The estate is distributed to creditors in the statutory order of priority; shareholders rank behind every creditor and in practice recover nothing.

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.

The natural person who ultimately owns or controls a company. The company identifies them and registers them in the beneficial-ownership register within the statutory deadline, and keeps the entry current as ownership changes.

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.

A board member's or managing director's personal liability to compensate loss they cause the company, a shareholder or anyone else, intentionally or negligently, in that office. It is individual and fault-based, measured member by member against what can reasonably be required in the same circumstances, and the threshold a claimant must clear is high.

The mandatory written record of a board's proceedings: when and where the meeting was held, who took part, how it was conducted and what was decided, with who voted against where a decision was not unanimous. All members who took part sign it, though a board of five or more may choose two signatories for decisions taken in a meeting.

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.

Money raised between two priced rounds to carry a company to the next milestone. In Norwegian practice it is a convertible loan or a SLIP converting into the next round at a discount, sometimes under a cap, and it is negotiated without an alternative.

A private individual who invests personal capital in early-stage companies in exchange for shares, alone or alongside others in a syndicate. The money is the individual's own; a fund manager invests other people's.

How a company creates value, delivers it and is paid for it: who the customer is, what is charged, and how the cost of serving one more customer behaves as volume grows. Each recognisable model comes with its own metrics, comparables and failure modes.

An increase in a company's registered share capital, through new contributions or a transfer from its own equity. The procedure depends on the route: a general-meeting resolution or a valid registered board authorisation may be used. For a new-share subscription, the increase must be filed within three months of the subscription deadline.

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.

A certificate issued by Skatteetaten showing whether a business owes tax, employer's national insurance contributions or VAT, and the interest on each. It is the document that evidences the absence of arrears. Arrears on it read as a solvency signal, because tax claims rank ahead of most others.

The moment ownership of shares passes from one holder to another. Statutory mechanisms are keyed to it: the company's consent requirement is tested on the acquisition, and a pre-emption right arises only after the change has happened, so it operates on shares that have already been transferred.

The rate at which customers or recurring revenue are lost. Unit churn is customers lost in a month against customers at its start; gross revenue churn is recurring revenue lost against recurring revenue at its start. Net revenue retention adds expansion from customers who stayed, and understates the loss.

The Norwegian statute governing private limited companies: the organs, the share capital and the procedures that change it, the transfer of shares, and the duties of the board. Its rules are the default position that every shareholders' agreement is written against.

The certificate issued by the Register of Business Enterprises showing that a company is registered, its share capital, its board, and who may sign on its behalf. It states the position on the date of issue, so it is ordered fresh when it is needed.

Dissolution ordered by the court because the company failed a statutory obligation, such as filing complete annual accounts in time. A notice gives a period to put the failure right, and the estate is then administered as a bankruptcy estate.

A situation in which an investor's own interest, or that of another company or person they are tied to, pulls against the interest of the company or the syndicate they act for. Angel network codes of conduct require members to avoid it; the disclosure that follows is practice rather than a prescribed procedure.

The default rule that an acquisition of shares needs the company's consent. The answer must reach the acquirer within two months of the company receiving notice, a refusal needs reasonable grounds, and the refused acquirer has a statutory set of options in response.

A loan carrying a right to be settled in newly issued shares, converting at the next priced round, usually at a discount or under a valuation cap. The Companies Act provides for it directly, and the general meeting resolves it by a two-thirds majority.

The Norwegian statute on copyright. It carries the one automatic transfer in employment — copyright in a computer program created by an employee in the course of the job passes to the employer, with the rights to modify it and transfer it onward — and the rules that decide how far any assignment reaches.

The Norwegian act that incorporates the EU crowdfunding regulation into Norwegian law, in force from 1 August 2026. Under it a crowdfunding service for business needs an authorisation from Finanstilsynet, which supervises the platforms and enforces the regime.

The organised set of documents a company makes available for verification during a financing, usually one folder per checklist category. Access is controlled, and the structure normally mirrors the investor's request list, one folder per request.

The reduction in an existing shareholder's percentage when a company issues new shares. A round of ten million into a company priced at twenty million pre-money leaves the incoming investors holding ten of thirty, and every earlier holding at two thirds of its former size.

A share issue offered to named subscribers rather than to the shareholders pro rata. Setting the statutory pre-emptive subscription right aside takes a two-thirds majority of the votes cast and of the capital represented, so the funding group's votes decide whether it happens.

A board member or managing director is barred from the proceedings or the decision on a matter of such particular significance for them or a close associate that they have a prominent personal or financial special interest in it. What disqualifies is that the interest conflicts with the company's, and the degree of conflict decides.

An obligation on minority shareholders to join a sale of the company approved by a defined majority, so that a buyer can acquire all the shares. The Companies Act contains no such rule; it exists only where it has been written into an agreement or the articles.

The verification of what a company has said about itself before an investment completes, run as commercial, financial, legal and technical workstreams. It confirms that the account given in the pitch, the meetings and the model is true, complete and documented.

The board's statutory obligation once it must be assumed that the company's equity is lower than is sound. The board treats the matter at once and calls a general meeting within the statutory deadline, proposing measures to restore the position or, failing that, dissolution.

Part of a sale price made to depend on results produced after completion. It is consideration for the shares where it turns on the business, and it can be reclassified as employment income where it is tied to the sellers continuing to work or not to compete.

A patentable invention made by an employee. It belongs to the inventor unless the employer claims it: the employee notifies in writing, and the employer has four months from that notice to claim the rights. How much it may claim depends on how close the invention sits to the job.

The Norwegian statute on inventions made by employees. It reaches only inventions that are patentable in Norway, whether or not a patent is ever applied for, and leaves code, designs, text and data outside it. Under it the employer acquires nothing automatically; it acquires rights by claiming them.

A payroll charge the employer pays on top of salary, holiday pay and pension contributions. The rate depends on the zone in which the enterprise is registered, so the same salary costs a company in Oslo more than one in the far north.

The other of the two units Norway's statistics agency counts businesses in: the legal entity that owns and runs a business, however many sites it operates from. Establishment and enterprise counts of the same industry differ, so a market count decides which unit actually buys and uses that one throughout.

Raising capital by selling shares to many small investors through an online platform. It reaches the same early stage as angel investment, but the company ends with a large number of passive holders and no experienced investor at the table.

One of the two units Norway's statistics agency counts businesses in: a single local operating unit at one location, such as a depot, an office or a plant. A haulage firm with three depots is three establishments and one enterprise, and the two counts differ by that ratio.

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.

The spreadsheet setting out how a company expects revenue and cost to develop, built from operating drivers. At seed stage it is read for the reasoning it shows about what drives the business.

A public contract settling the terms on which future purchases may be made, usable only between its original parties. The authority states an estimated and a maximum value or quantity, and once call-offs reach the maximum the agreement is spent and the supplier owes nothing further.

A criminal-law term for obtaining a gain by deception. It is prosecuted by the state rather than by the investor who lost money, and a private claim arising from the same conduct runs separately, through the ordinary rules on liability and on defective performance.

The shareholders' decision-making organ. Ordinary decisions need more than half of the votes cast; amending the articles, resolving a capital increase and setting aside pre-emptive rights need two thirds of both the votes cast and the capital represented at the meeting.

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.

Public money given to a company for a defined project, taking no shares and requiring no repayment. It costs an application, a plan the company is then bound to, and reporting: grants are paid against documented costs, often require matching private capital, and overpayments are repaid.

Revenue less every cost of making, delivering and supporting the product: hosting, payment fees, onboarding, support staff, hardware and third-party licences. What is in and what is out decides the figure, so the composition is stated alongside it rather than left to the reader.

A company whose purpose is to hold shares in other companies. Norwegian investors commonly hold portfolio shares through one, which means a sale of the holding company moves economic ownership without touching the portfolio company's own transfer restrictions.

Pay earned in one year for holiday taken in the next, calculated as a statutory percentage of that year's salary, with a higher percentage where a longer holiday is agreed. It accrues as a liability in the year it is earned and is paid out the following year.

The document that establishes a company, containing the articles of association and the founders' subscriptions for the first shares. The company exists as a legal person once it is registered in the Register of Business Enterprises. Diligence asks for it because the original terms sit nowhere else.

A promise to make the investor whole for a named matter if it costs the company money, whatever was disclosed. It covers a problem already known, such as a disputed claim or an arrear, where a warranty cannot, because disclosure has taken that matter outside the warranty.

The rights in what a company created rather than bought: copyright in code and material, patents, trade marks and designs, and protected know-how. Norwegian law moves very little of it to the company by default, so ownership is proved contributor by contributor, from the documents that moved each person's rights.

A document recording what two parties intend to do, commonly a prospective customer's intention to buy or an investor's intention to invest. Norwegian law has no statutory category of non-binding document, so whether it binds turns on its wording and context rather than on its label.

The letter by which a public funder awards support, and the document that carries the conditions. Where the standard terms are attached to it rather than published, the letter and its annexes are the only place the conditions can actually be read.

A contractual right to be paid first, and up to a stated amount, out of the proceeds when a company is sold or wound up. One times the investment, non-participating, is the European early-stage norm; a modest exit can be consumed entirely by the preference stack.

A contractual period during which a shareholder may not sell their shares. In a Norwegian early-stage company it sits in the shareholders' agreement alongside the transfer restrictions and the leaver terms, and it applies to founder shares whether or not they have vested.

The company's top manager, a statutory office under the Companies Act. The holder runs the day-to-day business and may represent the company in matters within it, while anything of an unusual nature or of major importance for the company goes to the board, which appoints and may remove them.

The pension saving an employer within the scheme's scope must make for its employees, set as a minimum percentage of income from the first krone. It is a payroll cost from the first employee, and employer's national insurance contributions are charged on it as well.

The estimate of how much revenue a defined segment would produce at a company's own price. Built from the ground up, it divides the market into countable units, counts real instances of them and establishes what each pays a year, so an investor can reproduce the number.

A point the company plans to reach that raises its value in the eyes of the next investor. It has to be measurable and verifiable by an outsider, because the size of a round follows from the milestone the money has to reach and the months it takes to get there.

The amount per share fixed in the articles of association alongside the share capital, and the same for every share of a class. It is not what a round pays: the general meeting resolution for a share issue states the nominal value of the new shares and the amount to be paid for each, and the two are different numbers.

An arrangement under which an approved institution is entered in the shareholder register in place of the real owner. It reaches a private limited company only where the articles of association put the shares in a securities depository. An ordinary company has no nominee line, and each shareholder appears by name.

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.

A contract fixing what each side may do with information the other discloses. It settles what the Trade Secrets Act leaves to argument: the permitted use, how long the duty runs, who else may be told, whether both sides carry it, and what return or deletion actually requires.

A foreign company resident in a low-tax country and controlled by Norwegian participants. The participants are taxed on a proportionate share of its profit or loss whether or not anything is distributed, so tax can fall due on money the participant has not received.

The document that makes one option grant to one employee under the rules of a company's option plan, and the one the employee signs. It identifies the holder, the number of options and the grant date, and applies the plan's rules on the strike price, vesting and the exercise window.

The rule that exempts a Norwegian company from tax on gains on shares it owns and taxes only a small part of the dividends it receives. Losses on those shares are correspondingly not deductible. Skatteetaten sets out which entities and which shareholdings qualify.

An exclusive right to a technical invention that is new and has inventive step, granted and registered by Patentstyret. It lasts up to twenty years from filing while the annual fees are paid, and any publication of the invention anywhere before filing can block the application.

Information relating to an identified or identifiable person. Any company that processes it owes duties under the Personal Data Act, which incorporates the GDPR, and diligence checks the basics: a record of processing activities, an agreement with each processor, and a basis for transfers out of the EEA.

A customer running a paid trial of the product in real use. It evidences willingness to pay for the problem, and not that the customer will renew, so its weight depends on a price near list, an invoice settled and a contracted conversion date.

The short slide document a company uses to present an investment opportunity. An investor reads it by sorting each claim into evidenced, checkable later, or decorative.

Security given over the shares themselves rather than over the company's assets. It is permitted unless the articles of association exclude it, and it is protected against third parties once the company has notice of it, so competing pledges rank by the time the company heard of them. No public register shows it.

The right of the other shareholders to take over shares that change hands. Under the Companies Act it is a default that triggers only once a transfer has been agreed, and must be exercised within two months; agreements and articles commonly convert it into an offer-first right.

The statutory right of existing shareholders to subscribe the new shares in a cash capital increase, in proportion to what they already hold. The general meeting can set it aside for a given issue by the same majority that amends the articles of association, and every external round does so to let the incoming investor in.

An order placed, and usually paid for, before the product exists. As market evidence it shows willingness to pay with money at risk, which is stronger than a letter of intent and weaker than retention, because nobody has yet used what they bought.

Accounts kept separately for a funded project, continuously rather than reconstructed afterwards, recording the costs claimed and the hours worked. For the R&D tax deduction they are signed by an auditor whether or not the company otherwise needs one.

The party answerable to the funder for a publicly funded project. Replacing it is not an internal matter: the funder's approval is required first, and the replacement must meet the requirements of the call the project was awarded under.

Support from public sources taken together, across every scheme and every provider. It is the quantity measured when support is cumulated: the question is not what one award allows on its own, but whether the project as a whole stays inside the limits.

The tax event that turns a holding's change in value into a taxable gain or a deductible loss. Marking a holding at zero is not one. A sale, a liquidation or a final dissolution is, and each is timed to a moment the shareholder does not control.

What an employee is entitled to when the employer claims their invention, owed even where a contract signed beforehand said otherwise. The amount is set case by case on the invention's value, the rights taken and the terms of employment, and disputes go to a state mediation board.

The company or the other shareholders taking over a shareholder's shares against payment. Where the Companies Act prices such a transfer it uses the shares' actual value; agreements often substitute a pre-agreed formula.

The Brønnøysund register holding the public record of Norwegian companies: share capital, articles of association, board and signature rights. Registrable changes are notified through Altinn, and new shares carry shareholder rights from the moment the capital increase is registered.

The remedy that undoes a contract on a material defect, with each side returning what it received. On a purchase of existing shares it sits behind the negotiated contract as a statutory floor under the Sale of Goods Act, alongside price reduction and damages.

The court-supervised procedure for a debtor in serious financial difficulty, which is a lower threshold than insolvency. A plan under it may defer payment, reduce claims or convert debt into equity, and the court confirms it rather than each creditor agreeing individually.

The Norwegian statute governing purchases. It covers the purchase of existing shares and gives the buyer remedies against the seller: a duty to complain in reasonable time, price reduction, damages, and rescission for a material defect. Subscribing for new shares is not a purchase and falls outside it.

The financing stage after friends and family and before an institutional round, when a company has been incorporated and has a product or a first customer but not yet the evidence a venture fund requires. It is the stage at which angel investment typically arrives.

All shares in a Norwegian private limited company carry equal rights unless the articles of association say otherwise. A share class is a group of shares with different rights, and the articles must state what separates the classes. A preference on distributions is a class right and cannot rest on a shareholders' agreement alone.

Shares in one company are exchanged for shares in another, so the shareholders end up holding the acquiring company instead. Norwegian tax law allows the exchange to be made without immediate taxation on conditions of continuity, and an exchange where both companies are resident in Norway falls outside those rules and counts as a realisation.

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.

The contract by which existing shares pass from a seller to a buyer. Because it is a purchase, the Sale of Goods Act applies alongside the agreement, so the buyer holds statutory remedies against the seller, including rescission where a defect is material.

Every Norwegian private limited company keeps a register of its shareholders, recording each holder's name, address and shareholding, and the board is responsible for it. Anyone may demand access to it under the Companies Act.

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.

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.

A contract between the shareholders of a company covering transfer restrictions, board seats, information rights, founder commitments and exit mechanics. The Companies Act does not regulate it, and it binds only its parties, so a new shareholder is bound only on acceding to it.

An allowance that shelters a risk-free return on a personal shareholder's investment from tax on dividends and gains. It is the share's cost base multiplied by a shielding rate Skatteetaten calculates from short-term treasury-bill rates and publishes each January for the income year just ended. Unused shielding carries forward on the same share.

A business carried on by one individual in their own name. It is not a separate legal person, so the owner answers personally for what it owes. Some Norwegian angels invest through one rather than through a holding company or in their own name, and its tax position as a shareholding vehicle is a question for an adviser.

The standard a Norwegian company must meet at all times: equity and liquidity that are sound given the risk and the scope of its business. It is a continuous obligation rather than a filing test, and falling below it starts the board's duty to act.

The human-readable form of a software product, from which the running system is built. An angel almost never buys a full audit of it: a founder walkthrough and a short expert review work from architecture, process and dependencies instead, and only a commissioned audit reads the code.

The rule that a transfer of copyright reaches no further than the agreement clearly expresses. An ambiguous assignment is therefore read against the company taking the rights, so a clause saying only that all rights are assigned settles less than it appears to.

Innovasjon Norge's staged grants for a company's earliest phase, running from testing whether a market exists to developing and verifying the offering. Each stage has its own conditions, and the later ones require own capital available to match the grant.

A tax regime for employee options in unlisted Norwegian start-up and growth companies, applying to options granted from 1 January 2022. Neither grant nor exercise is taxed; tax falls only when the shares are sold, as capital income under the shareholder model. Statutory conditions limit the company, the employee and the option.

Public support to an undertaking that falls under the EEA state-aid rules. Most Norwegian schemes are granted under the group exemption, which sets what may be given, to whom and on what conditions, and requires each award to be counted when support is cumulated.

The contract around a share issue, setting out the round, the conditions to subscription, the corporate steps the company undertakes to complete, the payment mechanics and the warranties given. It sits alongside the corporate act of issuing shares and cannot replace it.

The price per share at which new shares are subscribed in a share issue, called tegningskurs in the statute. It follows from the pre-money valuation divided by the shares already issued, and the general meeting resolution must state it.

A right for minority shareholders to sell on the same terms when a majority holder sells. The Companies Act contains no such rule; without it in an agreement or the articles, a majority can sell itself out and leave the minority behind a new controlling owner.

A reduction of tax payable, as distinct from a reduction of taxable income. Under the R&D scheme it is paid out in cash through the tax settlement where the company has no tax to reduce, which puts the settlement date on the runway plan.

The organ that manages a Norwegian company. It answers for sound organisation, for plans and budgets, for keeping itself informed of the financial position and for adequate control systems, and it supervises day-to-day management. The general meeting elects it.

Information qualifies as a trade secret where three things hold together: it is not known to others, it has value because it is secret, and the holder actively works to keep it confidential. The Trade Secrets Act then protects it with no agreement signed, for as long as all three hold.

A company that meets the published state-aid definition of financial distress. Support under the group exemption cannot be granted to one, so the test governs eligibility rather than repayment. It is applied when the award is approved, and at group level where the company belongs to a group.

The profit or loss on a single customer over the time they stay. It is built from what winning that customer costs, what they pay, what serving them costs and how long they remain, so it tests whether the business model works one customer at a time.

Shares in a company that is not admitted to trading on an exchange. There is no market price, no obligation on anyone to buy, and no reliable way to sell before the company is sold or listed, so an angel treats the position as illiquid for years.

The price put on a company before an investment, stated pre-money and used to derive the price per share. At the early stage there is little to measure, so the figure is a negotiated view of the stage reached, the team, and what the next round will bear.

A statement of fact about the company, given by a named party in the transaction documents, with a remedy if it proves false. It covers only what was not disclosed: a matter recorded in the data room at signing sits outside it, so anything diligence found needs a different remedy.

An annual tax on a person's net wealth above a threshold, at a municipal and a state rate the Storting sets in the annual budget. An unlisted share enters at a discounted share of a tax value the company itself computes and reports. Skatteetaten publishes the current rates, thresholds and discounts.

The solvent closing of a company. The general meeting resolves it by a two-thirds majority, creditors are notified through the Register of Business Enterprises, and only what remains after every creditor is covered is distributed to the shareholders.

Tax a source state deducts from a payment leaving it, typically a dividend, before the money reaches the recipient. A tax treaty may reduce it, and whether the recipient's own country gives relief depends on whether that country taxes the income at all.