Company housekeeping before you raise

Why housekeeping decides the speed of your raise

Due diligence at this stage is a request list worked through category by category, and the findings repeat. Most are one of two kinds.

• 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.

None of these is dramatic on its own. Each converts into a condition the company must clear before money moves, a warranty the founders give personally, or a cut in the price. The time it takes is spent at the most expensive point of the raise, after the investor has decided they are interested and before the money is 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

Every Norwegian private limited company must keep a share register, and the board is responsible for it. It records each shareholder’s name, address and number of shares, and is kept for the life of the company (Companies Act, aksjeloven, § 4-5).

Everyone has a right of access to it (§ 4-6). Since 1 February 2025 the company must, as a main rule, send an electronic copy by email, free of charge, within three business days of a request.

You cannot refuse the request itself. The regulation‘s objective-grounds test (saklig grunn) applies only to refusing an alternative delivery channel. So an investor reads the register as it stands today, errors included.

Three records must agree with it. The investor will check all three against each other, so do it first.

• 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 triggers an enforcement fine.
• What the founders believe they own, which is the version on the cap-table slide.

Undocumented transfers surface between the belief and the register. 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. The acquirer’s rights as a shareholder run from entry in the register, or from the acquisition being notified and proven (§ 4-2).

The acquirer must notify the company immediately (§ 4-12), and the company must enter the new owner without delay (§ 4-7). Until both have happened, the person on your cap-table slide may not be a shareholder in law.

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) are mandatory: when and where the meeting was held, who took part, how it was conducted and what was decided, and they must show that the quorum rules were met. Where a decision is not unanimous they record who voted for and against, and a member or the managing director who disagrees can have that view entered. All members who took part sign, though a board of five or more may choose two to sign for decisions taken in a meeting (§ 6-29).

Neither needs a 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.

A general meeting decision with a procedural defect can be challenged by suit within three months, after which most defects can no longer be attacked (§ 5-23). That deadline is what stabilises old decisions, so an old procedural slip is more often a disclosure item than a live risk.

The gravest defects are excepted and have no deadline, among them a decision no shareholder consent could have authorised and a general meeting that was never called. The deadline is statute; the reconstruction routine above is practitioner practice, so take the specific defect to your own counsel.

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; the substance is unchanged and the numbering is new.

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, currently costing roughly NOK 1,300 digitally and NOK 2,500 on paper, with the exact 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.

One deadline is hard. A capital increase 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.

Annual accounts run on their own clock. The ordinary general meeting must adopt them within six months of the financial year end (§ 5-5), and the complete accounts must reach the Register of Company Accounts (Regnskapsregisteret) by 31 July for a company whose financial year is the calendar year (regnskapsloven §§ 8-2 and 8-3).

Late filing triggers an escalating penalty that currently reaches close to NOK 70,000 at its maximum, with the scale set 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.

Two more items belong on the list. Both are checked by name.

• Beneficial owners. Anyone owning or controlling more than 25 per cent, or able to appoint or remove a majority of the board, must be registered in the Register of Beneficial Owners. The company must register even where the assessment produces no one.
• The certificate for tax and VAT (attest for skatt og merverdiavgift, form RF-1316). Ordered from Skatteetaten by the company itself, it shows underpaid tax, unpaid employer’s national insurance contributions and unpaid VAT. It is the only third-party document that proves there are no arrears. Arrears are a hidden liability and, since unpaid tax ranks ahead of most other claims, a solvency signal.

Contracts in writing

A written employment contract is mandatory in every employment relationship, with no exceptions. Since 1 January 2024 it must be in place no later than seven days after work starts, and immediately for engagements shorter than a month and for hired labour (arbeidsmiljøloven § 14-5).

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.

Employee intellectual property does not pass to the company by default. The exceptions are patentable inventions made in employment, which the employer can claim under the Employee Inventions Act, and copyright in computer programs created in the course of employment (åndsverkloven § 71).

Everything else needs a written assignment: designs, non-patentable know-how, content, and anything a founder built before the company existed. “Unclear ownership of the company’s IP” is a standard finding, and it comes from a contract nobody wrote.

Commercial contracts get the same treatment. Norwegian law imposes no form requirement, so a document need not look like a contract to bind, and a letter of intent that does not say it is non-binding may bind more than intended.

That cuts both ways. The customer you present as revenue may be an unsigned intention, and the supplier arrangement you consider informal may be enforceable. Reconcile the pipeline slide against what is signed before an investor does.

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

The last category lives in people’s memories: 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 right to demand shares is a corporate act requiring a general meeting decision under the Act’s chapter 11. A loan agreement that promises shares without that step gives the lender a claim against the company and no shares, which is a different and usually worse problem.

Where a shareholders’ agreement already exists, read it before you start the raise. It may require consent for a new issue, waivers of pre-emption, 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. A disclosed problem is priced; an undisclosed one is a warranty breach with the founders’ names on it.

The pre-raise housekeeping check

Work down the table in order and start now. The registers and filings can be cleared in weeks by the accountant and the board; the contracts take other people’s signatures; the promises take conversations you have been avoiding, and those take longest.

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. Sign a founder IP assignment for everything built before incorporation, and get a written assignment from anyone who wrote code outside an employment contract, including the friend who built the first version. Ask the accountant to confirm RF-1086 is in the calendar for January and the accounts for July.
• Second raise. Start with the previous round. Check that the capital increase was registered within three months of the subscription deadline; 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-1316 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.