What are Articles of Association? A Company's Fundamental Rules

The Articles of Association are a company's formal foundational rules. For a limited company (aksjeselskap - AS), they determine, among other things, the company's name, purpose, share capital, and central frameworks for how the company is to be organised.

What must the Articles of Association contain?

The legally mandated minimum depends on the company form. For an AS (Limited Company), this normally includes the company name, the purpose of the business, the share capital, and the nominal value of the shares. The company may include additional rules, for example, regarding board composition, pre-emption rights, or the general meeting, within the framework of the law.

Vedtekter (Articles of Association) must be read in conjunction with the Public Limited Companies Act, the memorandum of association (stiftelsesdokumentet), shareholder agreements, and registered information. A shareholder agreement does not necessarily bind the company or new owners in the same way as the Articles of Association.

How are the Articles of Association amended?

Amendments are normally decided by the general meeting with the majority requirements stipulated by law. The amendment must be recorded in the minutes and reported to the Enterprise Register (Foretaksregisteret) at Brønnøysundregistrene (The Brønnøysund Register Centre). Certain amendments, such as capital increases, require additional documents and specific deadlines.

Why should the Articles of Association be reviewed?

When investing, acquiring, or collaborating, the Articles of Association may contain limitations and rights that affect the agreement. Pay particular attention to the purpose, share classes, transfer restrictions, and requirements for the board.

Articles of Association on Proffi

Proffi should indicate that the Articles of Association are available as a source document and state the document date. Machine-extracted summaries must be marked as such, with a link to the original. Historical documents should not be mixed with the current version.