Share Capital Increase in an AS: How an Emission Works

A share capital increase raises the registered share capital in a limited company (AS - Aksjeselskap). This can occur when existing or new owners subscribe for shares against payment or non-cash contributions, or through a bonus issue (fondsemisjon) where equity is reallocated.

Why increase share capital?

Companies use a share capital increase to finance growth, strengthen the balance sheet, attract new investors, or convert debt. An emission affects ownership stakes and voting rights. Existing owners may be diluted if they do not participate.

Standard process

The board prepares a proposal, and the general meeting (generalforsamlingen) normally adopts the share capital increase with the necessary majority. The resolution must specify key terms such as amount, number of shares, price, who can subscribe, and deadlines. The articles of association (vedtektene) are amended when the share capital or number of shares changes.

Payment must be confirmed by a party accepted by law. The share capital increase is then reported to the Register of Business Enterprises (Foretaksregisteret) within the relevant deadline. Only upon registration does the change have the intended corporate legal effect.

Share premium and share capital

An investor can pay more per share than its nominal value. The nominal value goes to the share capital, while the rest is share premium (overkurs) and forms part of the company's equity according to the rules. Valuation and tax matters should be professionally assessed.

Capital changes on Proffi

Proffi should display registered share capital, date of change, and history. Do not use a share capital increase alone as proof of financial strength; check the amount, accounts, and how the capital has been used. Only registered changes should be shown as completed.