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Board of Directors

The Board of Directors (“BoD”) is the governing body of the Public Limited Liability Company, responsible for the general organisation and management of the Company. The BoD may be instructed by the General Meeting (“GM”), either on a specific matter or by a general instruction to the BoD (Rules of Procedure for the BoD (“RoP”)). If the employees have appointed BoD members, such RoP are required by law. The General Manager of the Company is responsible for the daily business of the Company and is subject to the instructions of the BoD.

[...]

Division of Duties: The BoD jointly represents the Company.  However, other signatory rights on behalf of the Company may be set out in the Articles of Association (“AoA”) or by resolution of the GM or the BoD (if not set out in the AoA). Signatory rights may be granted to BoD members, the General Manager or a specific person, separate or jointly, or a combination of these, i.e. "the General Manager and the Chairman of the BoD acting jointly". Furthermore, the BoD may award powers of procuration to any person unless otherwise set out in the AoA.

Composition: The BoD must consist of at least 3 BoD members (if the Company has a corporate assembly the minimum number is 5). The AoA may require a specific number, or an interval (min-max) of BoD members. At least half of the BoD members must live in Norway or be a citizen of and live in an EEA-state. All BoD members must be physical persons with full legal capacity. Pursuant to the Public Limited Liability Companies Act, the BoD must have an equal distribution of sexes. Furthermore, the General Manager of the Company may not be a BoD member.

Appointment/Dismissal Competence: The BoD is normally appointed by the GM by a simple majority of votes (the person with the most votes is elected). However, the AoA may state that the BoD is elected by another corporate body (not the BoD or a specific person), the Company may have a corporate assembly (both Shareholders and employees represented) or the employees may have the right to appoint employee representatives to the BoD in addition to the BoD members appointed by the GM. If applicable, the corporate assembly appoints the BoD or the employees elect the employee representatives in addition to the BoD members elected by the GM. The BoD members are appointed for 2 years, unless the AoA define otherwise (maximum 4 years). However, the GM (or corporate assembly/employees) may freely appoint/dismiss/replace BoD members during this time-period. Furthermore, the BoD members may also resign during this period.

Alternates: Alternates are not required, but may be appointed by the GM (or corporate assembly/employees, if applicable).

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Norway on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Advokatfirmaet Selmer DA before actually changing any board members in Norway.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

BoD Meeting.

Minutes from the BoD Meeting.

All BoD members participating (all BoD members must receive notice of the BoD Meeting).

Prior to the convening notice, cf. Step 2.

No.

No.

No.

The BoD resolves to convene the GM. The BoD proposes resolutions to the GM and these proposals are included in the convening notice.
2

Convening of GM.

Convening notice.

No, however usually signed by the Chairman of the BoD.

At least 14 calendar days prior to the GM (unless the AoA require a longer notice period).

No.

No.

Yes, if all Shareholders concur.

Convening notice to be sent by letter to all Shareholders.
3

GM.

Minutes of the GM.

Yes, to be signed by the Chairman of the GM and a co-signature by any other person participating.

At the date as stipulated in the convening notice (unless waived, cf. Step 2).

No.

No.

Yes, if all Shareholders agree to pass a written Circular Resolution.
4

 Registration with the Norwegian Business Register.

(i) Registration in written form or electronic via Altinn.no (requires user access by the appointed BoD member(s));

(ii)  Minutes of the GM;

(iii) Original declaration of willingness (if the registration form is not signed by the new BoD member). 

Yes, electronic signature(s) by the appointed BoD member(s) in Altinn.no; or registration form to be signed by the BoD members in required number (i.e. joint or individual signature) and by the appointed BoD member (unless original declaration of willingness is used).

Filing without undue delay.

Yes, if not signed electronically.

No, but please see “Miscellaneous”.

No.

If an appointed BoD member is not a Norwegian citizen, the BoD member must file for a Norwegian identification number for foreigners (a “D‑number”). This form is sent simultaneously with the registration form and must contain the original signature from the BoD member, as well as a notarised passport copy.

Electronic registration requires that all appointed BoD members have D‑numbers and access to Altinn.no. 
1
Step 1
No specific requirements*
2
Step 2
>14 days**
3
Step 3
0 days
4
Step 4
No specific requirements

>14 days***

*All BoD members must receive notice.

**However, less than 14 days possible if Step 2 is waived.

***Originals and obtaining D-number (if required) may take additional time. However, less than 14 days possible if Step 2 is waived.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

BoD Meeting.

Minutes from the BoD Meeting.

All BoD members participating (all BoD members must receive notice of the BoD Meeting).

Prior to the convening notice, cf. Step 2.

No.

No.

Yes. If the BoD member resigns (and is not dismissed) the BoD member may send a written notice to the BoD and a copy of this notice to the Norwegian Business Register. No further action is required.

The BoD resolves to convene the GM. The BoD proposes resolutions to the GM and these proposals are included in the convening notice.
2

Convening of GM.

Convening notice.

No, however usually signed by the Chairman of the BoD.

At least 14 calendar days prior to the GM (unless the AoA require a longer notice period).

No.

No.

Yes, if all Shareholders concur.

Convening notice to be sent by letter to all Shareholders.
3

GM.

Minutes of the GM.

Yes, to be signed by the Chairman of the GM and a co-signature by any other person participating.

At the date as stipulated in the convening notice (unless waived, cf. Step 2).

No.

No.

Yes, if all Shareholders agree to pass a written Circular Resolution.
4

Registration with the Norwegian Business Register.

(i) Registration in written form or electronic via Altinn.no;

(ii)  Minutes of the GM.

Yes, (i) electronic signature in Altinn.no (by a person registered with a role in the Company); or (ii) registration form to be signed by the BoD members in required number (i.e. joint or individual signature).

Filing without undue delay.

Yes, if not signed electronically. 

No.

No.
1
Step 1
No specific requirements*
2
Step 2
>14 days**
3
Step 3
0 days
4
Step 4
No specific requirements

>14 days***

*All BoD members must receive notice.

**However, less than 14 days possible if Step 2 is waived.

***Originals (if required) may take additional time. However, less than 14 days possible if Step 2 is waived.
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Selmer has provided all input about changing board members in Norway. Selmer was founded in 1985 [...]. Today, Selmer is one of Norway’s leading legal practices with 160 employees and provides business law advice accompanied by financial expertise. Selmer has a large network within the private and public sector, and a considerable share of its business is internationally oriented. 

For more information about Selmer and changing board members in Norway, please use the below contacts:

TEL: + 47 23 11 65 00
EMAIL: a.herrem@selmer.no
WEB: www.selmer.no