The decision to establish a joint-stock company (AS) in Norway or to purchase shares in an existing company is a significant business step.
Understanding the rights of shareholders and the extent to which shares translate into control over the enterprise is crucial for effective management and strategic decision-making.
Rights of all shareholders
Every shareholder is guaranteed fundamental rights, regardless of the number of shares held.
All shares should provide equal rights, including those related to the company’s assets. Shareholders have the right to participate in the general meeting, receive information about the company’s affairs, and object to decisions that are unlawful.
Minority shareholders have legal protections against abuses by majority shareholders.
However, their influence over the company’s key decisions is limited.
| Level of share ownership | Shareholder rights | Business consequencese | Examples of decisions | Limitations |
|---|---|---|---|---|
| -Every shareholder | – Participation in the general meeting – Right to information – Ability to submit proposals | No significant influence on management | – Receiving information – Requesting decisions | No control over the company |
| -10%+ of shares | – Access to documents – Ability to call a general meeting | Ability to force the discussion of important matters | – Requesting control – Blocking a forced buyout | No real influence on management |
| 33.4%+ of shares | – Negative majority – Ability to block changes to the statute | Preventing unfavorable structural changes | – Blocking mergers and divisions – Limitation of capital changes | No control over daily operations |
| -50.1%+ of shares | – Simple majority -Ability to elect the board of directors | Actual control over the company | – Election of the board of directors -Financial decisions | No control over fundamental changes |
| -66.7%+ of shares- | Qualified majority -Full control over the structure | Possibility of company conversion | – Zmiana statutu -Amendment of the statute | Responsibility for the overall functioning |
| -90%+ of shares | – Full dominance -Possibility to buy out the minority | Full control over the company | – Forced share buyout – Tax flexibility | Full legal and financial responsibility |
Share structure and the distribution of power in a company
Joint-stock companies can implement different share structures, such as Class A shares with full voting rights and Class B shares granting only the right to dividends.
Such divisions allow the management model to be tailored to the shareholders’ strategy.
Shareholders’ agreement
It is advisable to establish a shareholder agreement already at the stage of forming the company, specifying the rights and obligations of the co-owners.
Such a document may define profit distribution, decision-making in key matters, and mechanisms for resolving disputes.
This can help avoid problems in cases of equal ownership, where two shareholders each hold 50% of the shares and have veto power over each other’s decisions.
Summary
Control over a joint-stock company (AS) in Norway depends on the number of shares held and the rights that come with them.
Key ownership thresholds determine the level of influence on the company’s operations — from basic shareholder rights, to the ability to block important decisions, to full control over the business.
Proper planning of the ownership structure and the inclusion of a well-drafted shareholder agreement can ensure stability and alignment of interests within the company.
If you run a business in Norway and need support with accounting, taxes, or business consulting, get in touch with our accounting office.
We will help you optimize the management of your company and ensure its stable growth.
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