Management and Roles
Requirements for Board Members in a Limited Company
See the requirements for board members in a Norwegian limited company, who elects the board, and the responsibilities involved in the role.
2 min read · Translated from Norwegian. Read the original
An aksjeselskap (AS) (limited company) must have a board that meets the requirements of the Norwegian Companies Act and any special regulations. The board manages the company, supervises its operations, and is responsible for sound organisation and finances.
Who can be a board member?
Board members must be natural persons and meet requirements related to legal capacity, disqualification from bankruptcy, and other statutory limitations. There are also residency requirements within specific areas, with possibilities for exemptions according to current regulations.
Requirements for the number of members and representation may depend on the company type, articles of association, number of employees, and special laws. Gender equality rules for board composition have been expanded and are being phased in for more companies. Always check which thresholds and dates apply to your business.
How is the board elected?
The general meeting normally elects the board, unless employees or others have voting rights according to law or the articles of association. The election and subsequent changes are reported to the Foretaksregisteret (The Register of Business Enterprises). Each member must accept the position.
Competence and Responsibility
Norwegian law does not require a specific educational background for all board members, but the board as a whole must be able to perform its duties. Members have an independent responsibility to familiarise themselves with matters, ask questions, and respond to financial problems.
The Board on Proffi
Proffi should display active members, roles, start date, and history with sources. The system can check objective registry requirements but should not automatically assess competence or potential personal liability.
Frequently asked questions
- Can the owner be the sole board member?
- This may be possible in an ordinary AS if the law, articles of association, and other requirements are met.
- Can the general manager sit on the board?
- Yes, in many AS, but the division of roles, impartiality, and any special regulations must be considered.