On 1 July, the requirements for citizenship for board members and the CEO set forth in the Norwegian company legislation were removed. Now, only a residency (domicile) requirement applies. The requirement is that the CEO and at least half of the board members must reside in an EEA country, in the UK/Northern Ireland or in Switzerland.
Until now, it has been a condition that the CEO and at least half of the board members should either be resident in Norway or be resident and citizen of an EEA country (or the UK or Northern Ireland). This is now changed, and only a requirement for affiliation in the form of residence applies, see the Norwegian limited liability companies acts (private and public) Section 6-11. In addition, Switzerland, unlike before, is included in the states that can provide relevant residence affiliation.
The residence requirement also applies to members of the corporate assembly, and applies similarly to alternate members of the board of directors as far as they fit. Similar residence requirement applies to the management of co-operatives, see the Norwegian Act co-operatives Section 75.
A person is generally considered "resident" where the person regularly sleeps at night according to the Act on the National Register Section 5-1. Normally, this means where the person's home is.
The purpose of the residency requirement. Exceptions from the residency requirement
The purpose of the residency requirement is to ensure that claims for damages and criminal convictions against the company management can be enforced and executed. Requirement for residency in Norway, another EEA state, the UK/Northern Ireland, or Switzerland is, on the basis of current legislation and agreements Norway has entered into, sufficient to safeguard this consideration.
The board can only make decisions when more than half of the board members participate in the board of director's considerations. This means that at least one board member who meets the residency requirement must participate in the board of directors considerations.
Exceptions from the residency requirement may be granted by the Ministry of Trade, Industry and Fisheries on the basis of a case -by-case consideration.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
