Glossary
Norwegian and English, side by side.
A
- articles of association vedtekter
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.
B
- bankruptcy konkurs
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.
- board minutes styreprotokoll
The mandatory written record of a board's proceedings: when and where the meeting was held, who took part and how it was conducted, what was decided, and any dissent a member asks to have recorded. It is signed by all members who took part.
- business angel forretningsengel
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, which is what separates an angel from a manager investing a fund on behalf of others.
- business model forretningsmodell
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. Recognisable models carry their own metrics, comparables and characteristic failure modes.
C
- capital increase kapitalforhøyelse
The corporate procedure that raises a company's share capital by issuing new shares: board proposal, a general meeting resolution by two-thirds majority, subscription, payment, and notification to the Register of Business Enterprises within three months of the subscription deadline, or the resolution lapses.
- Companies Act aksjeloven
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.
- company certificate firmaattest
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.
- convertible loan konvertibelt lån
A loan carrying a right to have shares issued instead of being repaid, 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.
D
- data room datarom
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 so that an item and its documents share an address.
- dilution utvanning
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.
- drag-along medsalgsplikt
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.
- due diligence selskapsgjennomgang
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.
E
- employer's national insurance contributions arbeidsgiveravgift
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.
- equity crowdfunding folkefinansiering
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.
F
- financial model finansmodell
The spreadsheet setting out how a company expects revenue and cost to develop, built from drivers rather than from a growth percentage. At seed stage it is read for the reasoning it exposes about what drives the business, not for the year-five number.
G
- general meeting generalforsamling
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.
H
- holding company holdingselskap
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.
- holiday pay feriepenger
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.
L
- liquidation preference likvidasjonspreferanse
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.
M
- mandatory occupational pension obligatorisk tjenestepensjon
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.
P
- pitch deck pitchpresentasjon
The short slide document a company uses to present an investment opportunity. Every slide asserts something that is either evidenced, checkable later, or decorative, and an investor reading it is sorting the three rather than being persuaded.
- pre-emption right forkjøpsrett
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.
R
- redemption innløsning
The company or the other shareholders taking over a shareholder's shares against payment, rather than the shares being sold to an outside buyer. Where the Companies Act prices such a transfer it uses the shares' actual value; agreements often substitute a pre-agreed formula.
- Register of Business Enterprises Foretaksregisteret
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.
S
- Sale of Goods Act kjøpsloven
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.
- seed såkorn
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.
- 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 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.
- share register aksjeeierbok
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, so it is not a company-internal document.
- shareholders' agreement aksjonæravtale
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.
- subscription agreement tegningsavtale
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.
- subscription price emisjonskurs
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.
T
- tag-along medsalgsrett
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.
- the board styret
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.
V
- valuation verdsettelse
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.
W
- winding-up avvikling
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.