	Social Enterprise Law Surveys
	Norway
	(Europe) Firm Advokatfirmaet Thommessen AS
What jurisdiction(s) do you practice in?	Norway
What are the most commonly used types of for-profit corporate organizational forms in your jurisdiction (e.g., corporation, limited liability company, benefit corporation, social purpose corporation, etc.) used by Enterprises operating a trade ...	The three most common for-profit organization forms in Norway are the private limited liability company, sole proprietorship and general partnership. The private limited liability company, Norw.: Aksjeselskap ("AS") pursuant to the Norwegian Limited Liability Companies Act, is the most common and preferred entity form as it provides limitation of liability up to the size of the paid-in share capital. The minimum share capital required is NOK 30,000. Furthermore, an AS provides more flexibility in the decision making process as most types of resolutions require a simple majority (i.e. over 50% of the votes represented at the general meeting) to be adopted, such as declaration of dividends and distributions. Private limited liability companies may also have another objective than profit for the shareholders and the articles of association may stipulate that profit or liquidating dividend shall be utilized for public welfare - so called non-profit private limited liability company. The non-profit private limited liability companies are therefore a commonly used organizational form for Social Enterprises in Norway, see also below. Compared to companies with liability, private limited liability companies provide easy access to sell or issue new shares in order to raise investor capital. There is also significantly greater flexibility in relation to building up a buffer, withdrawing capital, etc. In addition, shareholders can be employed by the company and thus be entitled to the social benefits granted to employees in Norway. The sole proprietorship (a sole owner) and general partnerships (two or more partners) do not provide limitation of liability and are more suitable for none/low risk businesses. The sole proprietorship is frequently used by individuals for their private enterprises as it does not require any start-up capital and requires few formalities. General partnerships are less common as the company's partners cannot be employed by the company and therefore cannot take advantage of the social benefits available. They are also deemed less investor friendly. Other organizational forms available in Norway are: cooperative corporations: which the main objective is to promote its members' economic interests by participating in the enterprise's activities, whether as consumers, suppliers or in any other similar way; foundation: a property value which, by will, gift or other legal disposition, is made available independently for a specific purpose; and association: a self-governing association with members, which shall promote one or more purposes of a non-profit-, political- or of other nature. a. Enterprises seeking financing from investors and aiming at multiple owners tend to be organized either as private limited liability companies or as public limited liability companies. The limited liability, flexibility and negotiability of the shares which these organizational forms provide, make them attractive for investors and eases access to financing. The organization of the public limited liability companies is almost identical to the private limited liability companies, but there are certain additional requirements regarding, inter alia, auditing, reporting etc. The public limited liability company provides opportunities to public offerings and simpler share transfer, therefore often creating more liquidity in the shares. b. The most used form of organization by Social Enterprises in Norway is the private limited liability company. Based on certain researches, most entrepreneurs choose this organizational form as it is perceived as the most transparent and professional when entering into agreements on purchases and sales by other market participants. Further, the organization form provides limited liability. The association is the second most used form of organization after the private limited liability company. It does not require any capital in the first place and such an organization "owns itself". Therefore it is suitable to give a clear "not for profit" message to the market participants. However, it has weaknesses in areas where growth requires business instruments, such as the need for investors or loans. Some, therefore, choose to create a hybrid, where parts of the business are organized in a private limited liability company, while activities related to the voluntary sector are organized as an association. An association is both quick and easy to create. An association is not regulated by a specific Act and thus many of the formal requirements one sees for e.g. a private limited liability company do not apply for associations. On that basis, it may be considered a less formal organization form, but the absence of a specific Act also makes regulations applicable for such entities less accessible. It could be added here that international associations can be registered in Norway with a Norwegian branch The cooperative corporation can in many cases be an appropriate organization form for solving social challenges in a commercial manner. They are, however, not frequently used in Norway. They provide a good framework for businesses where users are also given ownership, without this being a prerequisite and integrate business objectives with value anchoring among the owners. A cooperative corporation falls outside certain support schemes, which may explain why they are little used in Norway. Similar to associations, a cooperative corporation is not regulated by a specific Act with the same consequences as described above. Foundations are often used for financial resources set aside for a good cause, and thus are more common for non-profit. The foundation is an organization that owns itself. A distinction is made between business foundations (foundations running own business or which have a determinative influence over a business outside of the foundation) and ordinary foundations (all other foundations).
Do any of your jurisdiction’s traditional organizational forms require or permit the board or managers to consider, balance or prioritize interests other than shareholder value in decision making? What other interests, if any, are they required...	The main considerations of a company are to generate shareholder value, as well as maintaining the interest of the creditors of the company. There are no specific requirements that the company must consider or balance other types of interests, but such interests may form part of the profit-making purpose of the company. Furthermore, under good corporate governance principles, all companies must pay proper attention to other stakeholders as well, like employees, suppliers, public interests, ESG etc. The board must balance these interests against the shareholder value based both on a broad and general, as well as a specific assessment. The board and others who act on behalf of the company shall seek to promote the interests of the shareholders within the framework of applicable law and taking into account the social obligations the company has as an employer. The Limited Liability Companies Act has provisions that provides the employees with a right, under certain circumstances, to be represented in the board of directors and to be part of other corporate bodies. Pursuant to the Norwegian Accounting Act, publicly traded companies must report their principles and practice for corporate governance, as further described in question 9. Further, large enterprises must include a presentation on their social responsibility in their annual report relating to human rights, labor rights, equal opportunities and non-discrimination, social conditions, the external environment and anti-corruption efforts in their business strategies, in their daily operations and in relation to their stakeholders. Further, a non-profit private limited liability company may disregard the shareholders' interest in its articles of association for the purpose of achieving certain social goals.
Does your jurisdiction have organizational forms specifically designed for Social Enterprises? If so:a. What type(s) of organizational forms are they?b. How do they materially differ from the most closely analogous traditional organizational ...	As of this date, there are no organizational forms specifically designed for Social Enterprises in Norway. However, please see Part I, Question 2 b) for more information about the most common organizational forms used by Social Enterprises. Since a specific organizational form for Social Enterprises is not established in Norway, there are no unique rules or requirements for these types of enterprises. The rules will simply depend on the form of organization of the specific Social Enterprise (as further described in Part I, Question 2 and 3, and elaborated below). As mentioned in question 3 above, a non-profit private limited company may determine in its articles of association its ideal purpose. The advantage of doing this is to clarify its social purpose to legitimate and communicate this purpose externally. In addition to private limited corporations, foundations are frequently used as a non-profit organization. The required capital of a foundation is NOK 100 000 if it is a general foundation, and NOK 200 000 if it is a business foundation e.g. a hospital or a research institution. The capital is made available for a non-profit purpose of humanitarian, cultural, social or educational purpose. The foundation must have a board representing the entity and with responsibility for the operation of the foundation. The advantage of using a foundation is that its social purpose is very clear and visible externally.
Are Social Enterprises permitted to be formed and operated as Nonprofits? If so: a. Are Nonprofits that are Social Enterprises treated differently under the law as compared to Nonprofits that are not Social Enterprises, whether from a corporat...	Yes, Social Enterprises may be formed and operated as Nonprofits. As described above, private limited liability companies may have another objective than profit for the shareholders and the articles of association may stipulate that profit or liquidating dividend shall be utilized for public welfare purposes - so-called nonprofit private limited liability company. Nonprofit Social Enterprises may also be formed and operated as a foundation or an association as further described in section 2. Organizations, associations and foundations that do not have a commercial purpose are exempt from income and wealth tax, as described in Part III below. Note that an otherwise tax-exempt organization will still be tax liable for its commercial activities that do not realize its non-commercial purposes, typically "hybrid" enterprises. The question of whether or not an organization, association or foundation has a commercial purpose will be determined following a specific overall assessment of several factors. Due to the fact that a specific organizational form for Social Enterprises is not established in Norway, all non-profits have the same tax benefits and the same reporting requirements. Where their businesses fall in the category of activity permitted to Nonprofits, it is indeed very prevalent for Social Enterprises to form as Nonprofits. Yes. The main purpose of a co-operative is to promote the members' economic interests. Co-operatives can be founded by both natural and legal persons. A co-operative must at all times have a minimum of two members/owners. The main rule is therefore that all members have one vote at the annual meeting. The members do not have liability for the co-operative's debt beyond their share contribution. There is no requirement for a share contribution (the amount the members pay when they become a member of the co-operative). Co-operatives must nevertheless have prudent equity at all times. In a co-operative, the share of profits is paid to the members based on the members' interaction with the co-operative. Examples of collaboration could be buying from, selling to or working for the cooperative. One of the advantages of establishing a co-operative is that the owners can also be employed by the company and thus be entitled to social benefits. The profit of a co-operative is taxed at 22%. Dividends to members who are legal persons are generally exempt from taxation.
Does your jurisdiction allow for worker-owned Enterprises, such as cooperatives? If so, please describe any material benefits of, and/or restrictions on, using such forms.	Yes. The main purpose of a co-operative is to promote the members' economic interests. Co-operatives can be founded by both natural and legal persons. A co-operative must at all times have a minimum of two members/owners. The main rule is therefore that all members have one vote at the annual meeting. The members do not have liability for the co-operative's debt beyond their share contribution. There is no requirement for a share contribution (the amount the members pay when they become a member of the co-operative). Co-operatives must nevertheless have prudent equity at all times. In a co-operative, the share of profits is paid to the members based on the members' interaction with the co-operative. Examples of collaboration could be buying from, selling to or working for the cooperative. One of the advantages of establishing a co-operative is that the owners can also be employed by the company and thus be entitled to social benefits. The profit of a co-operative is taxed at 22%. Dividends to members who are legal persons are generally exempt from taxation.
Are there unique reporting requirements for Social Enterprises? If there are, please describe them. Please also discuss what government bodies Social Enterprises are required to report to.	Since a specific organizational form for Social Enterprises is not yet established in Norway, there are no unique reporting requirements for such enterprises. However, depending on the form of organization of the specific Social Enterprise, certain reporting requirements or recommendations may apply also to such Social Enterprises, see below in section 9.
In your jurisdiction, has case law and jurisprudence evolved to address Social Enterprises? If there is meaningful jurisprudence around Social Enterprises, please provide some brief examples.	No.
Does your jurisdiction have any ESG requirements for Enterprises generally? If it does, please describe.	For large enterprises, there are certain requirements related to reporting of ESG-matters as well as certain recommendations. The Norwegian Accounting Act implies a requirement on large enterprises to present their policy on the integration of considerations relating to human rights, employee rights, social matters, the external environment and corruption prevention in their business strategy, in their daily operations and in their stakeholder relations. In addition, they shall specify how they go about turning such policy into action, and provide an assessment of what has been achieved and expected future achievements. It is not mandatory that such enterprises have guidelines or policy on the integration of such consideration, but the Norwegian Code of Practice for Corporate Governance (Nw. "NUES") recommends such guidelines for companies with shares listed on regulated markets. The report shall either be included in the company's annual report or made publicly available in a separate document and referred to in the annual report. It is the responsibility of the company's board of directors to report on social responsibilities, and the report shall therefore be signed by the board. Section 3-3 c of the Norwegian Accounting Act applies to, inter alia, Norwegian Public Limited Companies and Norwegian companies with shares, primary capital certificates or bonds listed on a regulated stock exchange, authorized marketplace or equivalent regulated marked abroad. Furthermore, the Euronext Guidelines are designed to provide guidance and tools for companies listed on the Euronext markets on how to report on ESG issues and are based on recommendations from the Sustainable Stock Exchanges Initiative. It is voluntary for the listed companies to follow the Euronext Guidelines, however, companies listed on Oslo Stock Exchange and Euronext Expand are required to report on corporate responsibility cf. above. The Accounting Act provides limited guidance on what information to disclose and for this reason, the Euronext Guidelines presents a more tangible framework for sustainability reporting. Consequently, the Euronext Guidelines can provide valuable guidance for unlisted companies as well as listed companies. Companies listed on any of the Euronext markets may choose to apply the guidelines and highlight this in their annual report or ESG report.
Does your jurisdiction have any ESG requirements specifically for Social Enterprises? If it does, please describe.	No.
Does your jurisdiction have any ESG requirements for investors? If it does, please describe.	The Principles for Responsible Investment developed by investors for investors, are six principles addressing how ESG issues can be incorporated into investments decisions and active ownership. They reflect the increasing relevance of environmental, social and corporate governance issues to investment practices. The six principles themselves are high-level, voluntary and aspirational, and the only mandatory requirement is to publicly report on the investor's responsible investment activity. The six principles concern e.g. disclosure, assessment, and incorporation of ESG issues into investment analyses, decision-making processes and ownership policies and practices. The principles intend to promote the implementation of the principles within the investment industry, and each principle is supplemented by a list of possible actions/options on how ESG issues can be incorporated. The principles apply to and impact signatory companies and their counterparties.
Are any major investor classes (e.g., pension funds, mutual funds, etc.) required to look at ESG issues when making investment decisions in your jurisdiction? a. If they are, please describe the requirements.b. If they are not, are they permi...	No major investor classes are required to look at ESG issues, but it is worth noting that the Government's Pension Fund Global operates under certain ethical guidelines related to ESG factors. An ethics counsel provides guidance to the central bank of Norway managing the Government Pension Fund Global on companies that should be excluded from the fund (or placed under observation) according to the fund's ethical guidelines. By way of example, companies may be excluded if there is an unacceptable risk that the company contributes to or is responsible for, inter alia, serious or systematic human rights violations. While investors may be permitted to consider ESG factors, the state of play is in flux. Many are pushing for increased focus on factors other than profit motive, and such increased focus seems largely driven by EU regulatory initiatives, such as the EU taxonomy for sustainable investments. Thus, there are a number of private funds and large institutional investors that do consider ESG issues when making their investment decisions, and there has been a rise in impact funds that use ESG factors as part of an investment assessment process.
What kinds of philanthropic funding do Social Enterprises in your jurisdiction commonly receive (e.g., grants, charitable investment, traditional investment)?	Social Enterprises could receive grants, charitable investments, and traditional investments. We would expect that the type of funding typically would vary based on the Enterprise form. For example, Social Enterprises formed as Nonprofits receive more grants and charitable investments.
How prevalent, if at all, are new for-profit impact investments in your jurisdiction (e.g. traditional instruments with impact terms, new investment instruments, aggregation with philanthropic capital, community based funding, etc.)?	Traditionally not prevalent, but a general impression is that ongoing EU regulatory initiatives on sustainable finance entail a push towards increased investments in for example funds promoting ESG characteristics or funds with an ESG objective.
What are the types of government funding and support available to Social Enterprises, if any, available in your jurisdiction (e.g., grants, investments, bonds, and guarantees)? a. How difficult is it for Social Enterprises to obtain government...	There is no special government funding specifically available to Social Enterprises as such, but different types of government funding are available and where the funding requirements are in some way or another linked to ESG factors, such as government grants for social entrepreneurs and social entrepreneurship.
Are there any companies that are formed as a Social Enterprise listed on your jurisdiction’s leading securities exchange(s)?	To our knowledge none that has a specific social or environmental objective, but there are many listed entities communicating ESG results and goals. There is also a trading venue operating a list of ESG bonds.
To what extent are publicly traded Enterprises required to disclose ESG related factors in annual reports/public filings in your jurisdiction.	As elaborated in part I, questions 3 and 9, large enterprises are required to present their policy on the integration of considerations relating to human rights, employee rights, social matters, the external environment and corruption prevention in their business strategy, in their daily operations and in their stakeholder relations. Further, they shall specify how they turn their policies into action, and provide an assessment of achievements and expected future achievements. The board of directors is responsible for reporting on social responsibilities. Therefore, the report shall be signed by the board. The report shall be included in the company's annual report, or be made publicly available in a separate document and referred to in the annual report.
How prevalent, if at all, are impact bonds in your jurisdiction?	We observe an increased presence of different types of ESG bonds issued by entities, namely environmentally sustainability bonds which seem to be largely driven by EU regulatory initiatives on sustainable finance.
In your jurisdiction, are there any restrictions on foreign investments or donations that are unique to Social Enterprises (whether incorporated as for profit entities or as Nonprofits)?	No.
Is “crowdfunding” legal in your jurisdiction? Are there rules under applicable securities laws that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated/accredited/qualified under a...	There are no general prohibition on crowdfunding in Norway, but such activities might be deemed regulated activities under general securities and/or financing law. There are no rules under applicable securities law that make it easier for smaller businesses or Social Enterprises specifically to take money from investors that are not sophisticated / accredited / qualified under applicable statutes.
Are there any tax exemptions that are uniquely available for Social Enterprises? a. Please describe any tax exemptions that are available and whether they are partial or full.b. Are they dependent on the Social Enterprise utilized using a spe...	There are tax exemptions available for Nonprofits generally, but there are no tax exemptions uniquely available for Social Enterprises. The availability of tax exemptions is not dependent on using a specific organization form, but rather whether or not the purpose of the business has an ideal purpose and not a profit-generating purpose. As such, a corporation with an ideal business purpose may qualify for tax exemptions. Nonprofits (whether or not Social Enterprise) do not have to pay income tax themselves. An otherwise tax-free organization is taxable for its financial activities that do not realize the institution's non-business purposes. Further a non-profit may apply to be registered in a volunteer register which will enable for VAT compensation. This normally takes approx. 2 weeks. Donors may take deductions on their taxable income for donations to certain preapproved non-profit organizations.
Are individuals or other organizations able to provide tax deductible donations to for-profit Social Enterprises? If they are, please describe any restrictions applicable to tax deductible donations?	No.
Are there any other tax benefits uniquely available for Social Enterprises? (e.g. deferrals, favorable tax rates, business deductions, etc.)	No.
Does your jurisdiction provide for reciprocal recognition of tax-exempt status that has been granted under the law of any other jurisdictions?	No.
Does your jurisdiction have Regulatory Sandboxes or similar policy frameworks for Social Enterprises? If it does, please describe.	No.
What government operational support, resources, training or services, are available for small businesses or Social Enterprises?	There are government grants to Social Enterprises that direct their efforts towards poverty and social exclusion in Norway. The most important government support comes from Innovasjon Norge (translated "Innovation Norway"). They give Social Enterprises and small businesses grants, loans and access to various competence and advisory services. Innovasjon Norge has also started with other support measures for small businesses affected by Covid-19. See also section VI, no.2 below.
Are there different compliance requirements for different types of Social Enterprises than for traditional Enterprises? Please provide examples if there are.	No.
Is there a dedicated government agency or department that oversees Social Enterprises? If there is, please describe its mandate and effectiveness.	No.
Is there a different bankruptcy system available for Social Enterprises?	No.
What are the average time and filing fees to form an Enterprise in your jurisdiction?	The average processing time to form an enterprise is usually two to three weeks, depending on the organizational form and the current processing time in the Norwegian Register of Business Enterprises. The filing fees vary between the various entity forms, but range from approximately NOK 2,200 (sole proprietorship, general partnership, foundation) to NOK 5,500 – 6,700 (limited liability companies, cooperatives).
What government or third-party certifications or accreditations, if any, are available for Social Enterprises that allow for access to benefits e.g. funding, beneficial tax status, etc.? Please provide examples and briefly describe them as well...	There are no government or third-party certifications or accreditations which afford a beneficial tax status or other legal status, but certain third-party independent assessments might help bolster the ESG characteristics of an enterprise. However, there are several incentives and institutions with an aim to facilitate for Social Enterprises. Innovasjon Norge is a state-owned company facilitating entrepreneurship and social Enterprises. Innovation Norway receives funds over the national budget which shall be distributed based on the purpose of contributing to increasing entrepreneurs, vibrant companies and innovative business environments. In terms of financing, many foundations may provide gifts to non-profit organizations and there are scholarships to apply for. In addition, there are several financing options for Social Enterprises that develop a solution that is of interest for the public sector or where the public sector is a customer. Governmental economic support may also be provided for Social Enterprises, e.g. to fulfill an environmental purpose initiated by the enterprise or enterprises working to fight poverty and social exclusion.
Please describe whether, in your opinion, startups and other entrepreneurial Enterprises generally can easily form and flourish in your jurisdiction.	There are a number of corporate structures for entrepreneurial Enterprises. The organization structure is flexible and the incorporation processes are fast, cheap and simple. Startups may seek funding/grants from governmental bodies and there are various supportive organizations/mentor programs depending on the business segment. There are also some beneficial tax rules related to startups, such as advantage rules on taxation of options held by employees and deduction rights for investments made by individual taxpayers in startups.
Please describe whether, in your opinion, Social Enterprises, in particular, can easily form and flourish in your jurisdiction.	Social Enterprises may easily be established either as a limited liability company, association or a foundation. A Social Enterprise organized as a Nonprofit may as mentioned take advantage of tax benefits. Besides registration in the volunteer register (VAT compensation), there are no formal application requirements with the tax authorities. However, if the Social Enterprise is organized as a corporation, the tax authorities would expect the corporation to generate taxable income. On this basis, Social Enterprise organized as a corporation would normally seek an advanced binding ruling, which takes approx. 3 months.
Please describe whether in your opinion there are any laws that are obstructive to the formation of Social Enterprises (i.e. that actively disfavor or penalize, or otherwise discourage their formation) in your jurisdiction (for example, are Soc...	In the general corporate form, directors and officers must use their powers in the best interests of the company and shareholders. Still, there is an increasing tendency that such corporations may also consider other interests, as described in question 3 under Enterprise Form. In terms of specific laws that may be obstructive to the formation of Social Enterprises, many Social Enterprises sees the Public Procurement Act (Norw:"Anskaffelsesloven") and its associated set of rules as an obstacle to their success, because it doesn't take into consideration the Social Enterprises distinctive stamp. From a purely legal approach, the Act may not necessarily represent a formal obstacle due to an inherent room for interpretation and judicial assessment. However, it may be argued that if legal expertise is required to assess the applicable scope in each case, it will in practice make it difficult for Social Enterprises to compete in the market. Further, also less professional purchasers may be less familiar with the flexibility which the set of rules provides, and as a result they take a too conservative approach towards Social Enterprises. Thus, in practice, the Act may work as an obstruction to the development of Social Enterprises.
In your jurisdiction, are there any major fraud concerns or defects due to corruption or fraud that should be addressed? If there are, please briefly discuss the concerns or defects.	No.
What changes to the law do you think would be most beneficial to enabling Social Enterprises to flourish in your jurisdiction?	It would be interesting to discuss the establishment of a specific organization form for Social Enterprises. In that way, one may to a larger extent regulate the various requirements, incentives and opportunities applicable for such enterprises. This may make it easier for the entrepreneurs/owners to navigate in the legislative framework relating to Social Enterprises.
What changes to the law do you think would be most beneficial to enhancing the social and environmental responsibility of Enterprises generally (whether or not Social Enterprises)?	A higher level of transparency with respect to ESG focus and measures would be beneficial for both consumers and investors. Implementing a uniform set of ESG standards and reporting requirements for public companies may contribute to achieving a more transparent regime. In 2018, the Norwegian government appointed a committee with the purpose of assessing whether Enterprises should be required to disclose information on corporate social responsibility and supply chain management. The committee's mandate was later extended to include the drafting of proposed legislation for such information disclosures. According to the committee, the purpose of such legislation is twofold: Firstly to give consumers, trade unions, organizations and others a right to information on Enterprises' influence on fundamental human rights and working conditions. The second part relates to promoting respect for fundamental human rights and decent working conditions in Enterprises and the supply chain through requirements of knowledge and information. This latter point is intended to contribute to improving the working conditions for employees involved in the global supply chain. On this basis, it is proposed that all Enterprises are obliged to respond to specific information queries received. As a manner to respond to such queries, it is proposed that the Enterprises shall be subject to a duty of knowledge. For larger Enterprises, this duty is expanded to also encompass the performance of due diligence with respect to these matters, as well as a duty to publish key findings. The committee report was delivered to the Norwegian government in late 2020, and a public hearing has been conducted. As of today, no information is available with respect to the status of this work, and whether the government will proceed with a specific proposal to the Norwegian Parliament.
Is there anything else you would like to add or guidance you would like to provide? Are there any questions we should have asked but did not?	N/A

Social Enterprise Law Surveys

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What jurisdiction(s) do you practice in?

Norway

What are the most commonly used types of for-profit corporate organizational forms in your jurisdiction (e.g., corporation, limited liability company, benefit corporation, social purpose corporation, etc.) used by Enterprises operating a trade ...

The three most common for-profit organization forms in Norway are the private limited liability company, sole proprietorship and general partnership.

The private limited liability company, Norw.: Aksjeselskap ("AS") pursuant to the Norwegian Limited Liability Companies Act, is the most common and preferred entity form as it provides limitation of liability up to the size of the paid-in share capital. The minimum share capital required is NOK 30,000. Furthermore, an AS provides more flexibility in the decision making process as most types of resolutions require a simple majority (i.e. over 50% of the votes represented at the general meeting) to be adopted, such as declaration of dividends and distributions. Private limited liability companies may also have another objective than profit for the shareholders and the articles of association may stipulate that profit or liquidating dividend shall be utilized for public welfare - so called non-profit private limited liability company. The non-profit private limited liability companies are therefore a commonly used organizational form for Social Enterprises in Norway, see also below. Compared to companies with liability, private limited liability companies provide easy access to sell or issue new shares in order to raise investor capital. There is also significantly greater flexibility in relation to building up a buffer, withdrawing capital, etc. In addition, shareholders can be employed by the company and thus be entitled to the social benefits granted to employees in Norway.
The sole proprietorship (a sole owner) and general partnerships (two or more partners) do not provide limitation of liability and are more suitable for none/low risk businesses. The sole proprietorship is frequently used by individuals for their private enterprises as it does not require any start-up capital and requires few formalities. General partnerships are less common as the company's partners cannot be employed by the company and therefore cannot take advantage of the social benefits available. They are also deemed less investor friendly.

Other organizational forms available in Norway are:

cooperative corporations: which the main objective is to promote its members' economic interests by participating in the enterprise's activities, whether as consumers, suppliers or in any other similar way;
foundation: a property value which, by will, gift or other legal disposition, is made available independently for a specific purpose; and
association: a self-governing association with members, which shall promote one or more purposes of a non-profit-, political- or of other nature.

a. Enterprises seeking financing from investors and aiming at multiple owners tend to be organized either as private limited liability companies or as public limited liability companies. The limited liability, flexibility and negotiability of the shares which these organizational forms provide, make them attractive for investors and eases access to financing. The organization of the public limited liability companies is almost identical to the private limited liability companies, but there are certain additional requirements regarding, inter alia, auditing, reporting etc. The public limited liability company provides opportunities to public offerings and simpler share transfer, therefore often creating more liquidity in the shares.

b. The most used form of organization by Social Enterprises in Norway is the private limited liability company. Based on certain researches, most entrepreneurs choose this organizational form as it is perceived as the most transparent and professional when entering into agreements on purchases and sales by other market participants. Further, the organization form provides limited liability.

The association is the second most used form of organization after the private limited liability company. It does not require any capital in the first place and such an organization "owns itself". Therefore it is suitable to give a clear "not for profit" message to the market participants. However, it has weaknesses in areas where growth requires business instruments, such as the need for investors or loans. Some, therefore, choose to create a hybrid, where parts of the business are organized in a private limited liability company, while activities related to the voluntary sector are organized as an association. An association is both quick and easy to create. An association is not regulated by a specific Act and thus many of the formal requirements one sees for e.g. a private limited liability company do not apply for associations. On that basis, it may be considered a less formal organization form, but the absence of a specific Act also makes regulations applicable for such entities less accessible. It could be added here that international associations can be registered in Norway with a Norwegian branch
The cooperative corporation can in many cases be an appropriate organization form for solving social challenges in a commercial manner. They are, however, not frequently used in Norway. They provide a good framework for businesses where users are also given ownership, without this being a prerequisite and integrate business objectives with value anchoring among the owners. A cooperative corporation falls outside certain support schemes, which may explain why they are little used in Norway. Similar to associations, a cooperative corporation is not regulated by a specific Act with the same consequences as described above.
Foundations are often used for financial resources set aside for a good cause, and thus are more common for non-profit. The foundation is an organization that owns itself. A distinction is made between business foundations (foundations running own business or which have a determinative influence over a business outside of the foundation) and ordinary foundations (all other foundations).

Do any of your jurisdiction’s traditional organizational forms require or permit the board or managers to consider, balance or prioritize interests other than shareholder value in decision making? What other interests, if any, are they required...

The main considerations of a company are to generate shareholder value, as well as maintaining the interest of the creditors of the company. There are no specific requirements that the company must consider or balance other types of interests, but such interests may form part of the profit-making purpose of the company. Furthermore, under good corporate governance principles, all companies must pay proper attention to other stakeholders as well, like employees, suppliers, public interests, ESG etc. The board must balance these interests against the shareholder value based both on a broad and general, as well as a specific assessment.

The board and others who act on behalf of the company shall seek to promote the interests of the shareholders within the framework of applicable law and taking into account the social obligations the company has as an employer. The Limited Liability Companies Act has provisions that provides the employees with a right, under certain circumstances, to be represented in the board of directors and to be part of other corporate bodies.

Pursuant to the Norwegian Accounting Act, publicly traded companies must report their principles and practice for corporate governance, as further described in question 9. Further, large enterprises must include a presentation on their social responsibility in their annual report relating to human rights, labor rights, equal opportunities and non-discrimination, social conditions, the external environment and anti-corruption efforts in their business strategies, in their daily operations and in relation to their stakeholders.

Further, a non-profit private limited liability company may disregard the shareholders' interest in its articles of association for the purpose of achieving certain social goals.

Does your jurisdiction have organizational forms specifically designed for Social Enterprises? If so:a. What type(s) of organizational forms are they?b. How do they materially differ from the most closely analogous traditional organizational ...

As of this date, there are no organizational forms specifically designed for Social Enterprises in Norway. However, please see Part I, Question 2 b) for more information about the most common organizational forms used by Social Enterprises.

Since a specific organizational form for Social Enterprises is not established in Norway, there are no unique rules or requirements for these types of enterprises. The rules will simply depend on the form of organization of the specific Social Enterprise (as further described in Part I, Question 2 and 3, and elaborated below).

As mentioned in question 3 above, a non-profit private limited company may determine in its articles of association its ideal purpose. The advantage of doing this is to clarify its social purpose to legitimate and communicate this purpose externally.

In addition to private limited corporations, foundations are frequently used as a non-profit organization. The required capital of a foundation is NOK 100 000 if it is a general foundation, and NOK 200 000 if it is a business foundation e.g. a hospital or a research institution. The capital is made available for a non-profit purpose of humanitarian, cultural, social or educational purpose. The foundation must have a board representing the entity and with responsibility for the operation of the foundation. The advantage of using a foundation is that its social purpose is very clear and visible externally.

Are Social Enterprises permitted to be formed and operated as Nonprofits? If so: a. Are Nonprofits that are Social Enterprises treated differently under the law as compared to Nonprofits that are not Social Enterprises, whether from a corporat...

Yes, Social Enterprises may be formed and operated as Nonprofits. As described above, private limited liability companies may have another objective than profit for the shareholders and the articles of association may stipulate that profit or liquidating dividend shall be utilized for public welfare purposes - so-called nonprofit private limited liability company. Nonprofit Social Enterprises may also be formed and operated as a foundation or an association as further described in section 2.

Organizations, associations and foundations that do not have a commercial purpose are exempt from income and wealth tax, as described in Part III below. Note that an otherwise tax-exempt organization will still be tax liable for its commercial activities that do not realize its non-commercial purposes, typically "hybrid" enterprises. The question of whether or not an organization, association or foundation has a commercial purpose will be determined following a specific overall assessment of several factors.

Due to the fact that a specific organizational form for Social Enterprises is not established in Norway, all non-profits have the same tax benefits and the same reporting requirements.

Where their businesses fall in the category of activity permitted to Nonprofits, it is indeed very prevalent for Social Enterprises to form as Nonprofits.

Yes. The main purpose of a co-operative is to promote the members' economic interests. Co-operatives can be founded by both natural and legal persons. A co-operative must at all times have a minimum of two members/owners. The main rule is therefore that all members have one vote at the annual meeting. The members do not have liability for the co-operative's debt beyond their share contribution. There is no requirement for a share contribution (the amount the members pay when they become a member of the co-operative). Co-operatives must nevertheless have prudent equity at all times. In a co-operative, the share of profits is paid to the members based on the members' interaction with the co-operative. Examples of collaboration could be buying from, selling to or working for the cooperative. One of the advantages of establishing a co-operative is that the owners can also be employed by the company and thus be entitled to social benefits. The profit of a co-operative is taxed at 22%. Dividends to members who are legal persons are generally exempt from taxation.

Does your jurisdiction allow for worker-owned Enterprises, such as cooperatives? If so, please describe any material benefits of, and/or restrictions on, using such forms.

Are there unique reporting requirements for Social Enterprises? If there are, please describe them. Please also discuss what government bodies Social Enterprises are required to report to.

Since a specific organizational form for Social Enterprises is not yet established in Norway, there are no unique reporting requirements for such enterprises. However, depending on the form of organization of the specific Social Enterprise, certain reporting requirements or recommendations may apply also to such Social Enterprises, see below in section 9.

In your jurisdiction, has case law and jurisprudence evolved to address Social Enterprises? If there is meaningful jurisprudence around Social Enterprises, please provide some brief examples.

No.

Does your jurisdiction have any ESG requirements for Enterprises generally? If it does, please describe.

For large enterprises, there are certain requirements related to reporting of ESG-matters as well as certain recommendations.

The Norwegian Accounting Act implies a requirement on large enterprises to present their policy on the integration of considerations relating to human rights, employee rights, social matters, the external environment and corruption prevention in their business strategy, in their daily operations and in their stakeholder relations. In addition, they shall specify how they go about turning such policy into action, and provide an assessment of what has been achieved and expected future achievements. It is not mandatory that such enterprises have guidelines or policy on the integration of such consideration, but the Norwegian Code of Practice for Corporate Governance (Nw. "NUES") recommends such guidelines for companies with shares listed on regulated markets.

The report shall either be included in the company's annual report or made publicly available in a separate document and referred to in the annual report. It is the responsibility of the company's board of directors to report on social responsibilities, and the report shall therefore be signed by the board. Section 3-3 c of the Norwegian Accounting Act applies to, inter alia, Norwegian Public Limited Companies and Norwegian companies with shares, primary capital certificates or bonds listed on a regulated stock exchange, authorized marketplace or equivalent regulated marked abroad.

Furthermore, the Euronext Guidelines are designed to provide guidance and tools for companies listed on the Euronext markets on how to report on ESG issues and are based on recommendations from the Sustainable Stock Exchanges Initiative.

It is voluntary for the listed companies to follow the Euronext Guidelines, however, companies listed on Oslo Stock Exchange and Euronext Expand are required to report on corporate responsibility cf. above. The Accounting Act provides limited guidance on what information to disclose and for this reason, the Euronext Guidelines presents a more tangible framework for sustainability reporting. Consequently, the Euronext Guidelines can provide valuable guidance for unlisted companies as well as listed companies. Companies listed on any of the Euronext markets may choose to apply the guidelines and highlight this in their annual report or ESG report.

Does your jurisdiction have any ESG requirements specifically for Social Enterprises? If it does, please describe.

No.

Does your jurisdiction have any ESG requirements for investors? If it does, please describe.

The Principles for Responsible Investment developed by investors for investors, are six principles addressing how ESG issues can be incorporated into investments decisions and active ownership. They reflect the increasing relevance of environmental, social and corporate governance issues to investment practices. The six principles themselves are high-level, voluntary and aspirational, and the only mandatory requirement is to publicly report on the investor's responsible investment activity. The six principles concern e.g. disclosure, assessment, and incorporation of ESG issues into investment analyses, decision-making processes and ownership policies and practices.

The principles intend to promote the implementation of the principles within the investment industry, and each principle is supplemented by a list of possible actions/options on how ESG issues can be incorporated. The principles apply to and impact signatory companies and their counterparties.

Are any major investor classes (e.g., pension funds, mutual funds, etc.) required to look at ESG issues when making investment decisions in your jurisdiction? a. If they are, please describe the requirements.b. If they are not, are they permi...

No major investor classes are required to look at ESG issues, but it is worth noting that the Government's Pension Fund Global operates under certain ethical guidelines related to ESG factors. An ethics counsel provides guidance to the central bank of Norway managing the Government Pension Fund Global on companies that should be excluded from the fund (or placed under observation) according to the fund's ethical guidelines. By way of example, companies may be excluded if there is an unacceptable risk that the company contributes to or is responsible for, inter alia, serious or systematic human rights violations.

While investors may be permitted to consider ESG factors, the state of play is in flux. Many are pushing for increased focus on factors other than profit motive, and such increased focus seems largely driven by EU regulatory initiatives, such as the EU taxonomy for sustainable investments. Thus, there are a number of private funds and large institutional investors that do consider ESG issues when making their investment decisions, and there has been a rise in impact funds that use ESG factors as part of an investment assessment process.

What kinds of philanthropic funding do Social Enterprises in your jurisdiction commonly receive (e.g., grants, charitable investment, traditional investment)?

Social Enterprises could receive grants, charitable investments, and traditional investments. We would expect that the type of funding typically would vary based on the Enterprise form. For example, Social Enterprises formed as Nonprofits receive more grants and charitable investments.

How prevalent, if at all, are new for-profit impact investments in your jurisdiction (e.g. traditional instruments with impact terms, new investment instruments, aggregation with philanthropic capital, community based funding, etc.)?

Traditionally not prevalent, but a general impression is that ongoing EU regulatory initiatives on sustainable finance entail a push towards increased investments in for example funds promoting ESG characteristics or funds with an ESG objective.

What are the types of government funding and support available to Social Enterprises, if any, available in your jurisdiction (e.g., grants, investments, bonds, and guarantees)? a. How difficult is it for Social Enterprises to obtain government...

There is no special government funding specifically available to Social Enterprises as such, but different types of government funding are available and where the funding requirements are in some way or another linked to ESG factors, such as government grants for social entrepreneurs and social entrepreneurship.

Are there any companies that are formed as a Social Enterprise listed on your jurisdiction’s leading securities exchange(s)?

To our knowledge none that has a specific social or environmental objective, but there are many listed entities communicating ESG results and goals. There is also a trading venue operating a list of ESG bonds.

To what extent are publicly traded Enterprises required to disclose ESG related factors in annual reports/public filings in your jurisdiction.

As elaborated in part I, questions 3 and 9, large enterprises are required to present their policy on the integration of considerations relating to human rights, employee rights, social matters, the external environment and corruption prevention in their business strategy, in their daily operations and in their stakeholder relations. Further, they shall specify how they turn their policies into action, and provide an assessment of achievements and expected future achievements.

The board of directors is responsible for reporting on social responsibilities. Therefore, the report shall be signed by the board. The report shall be included in the company's annual report, or be made publicly available in a separate document and referred to in the annual report.

How prevalent, if at all, are impact bonds in your jurisdiction?

We observe an increased presence of different types of ESG bonds issued by entities, namely environmentally sustainability bonds which seem to be largely driven by EU regulatory initiatives on sustainable finance.

In your jurisdiction, are there any restrictions on foreign investments or donations that are unique to Social Enterprises (whether incorporated as for profit entities or as Nonprofits)?

No.

Is “crowdfunding” legal in your jurisdiction? Are there rules under applicable securities laws that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated/accredited/qualified under a...

There are no general prohibition on crowdfunding in Norway, but such activities might be deemed regulated activities under general securities and/or financing law.

There are no rules under applicable securities law that make it easier for smaller businesses or Social Enterprises specifically to take money from investors that are not sophisticated / accredited / qualified under applicable statutes.

Are there any tax exemptions that are uniquely available for Social Enterprises? a. Please describe any tax exemptions that are available and whether they are partial or full.b. Are they dependent on the Social Enterprise utilized using a spe...

There are tax exemptions available for Nonprofits generally, but there are no tax exemptions uniquely available for Social Enterprises.

The availability of tax exemptions is not dependent on using a specific organization form, but rather whether or not the purpose of the business has an ideal purpose and not a profit-generating purpose. As such, a corporation with an ideal business purpose may qualify for tax exemptions.

Nonprofits (whether or not Social Enterprise) do not have to pay income tax themselves. An otherwise tax-free organization is taxable for its financial activities that do not realize the institution's non-business purposes. Further a non-profit may apply to be registered in a volunteer register which will enable for VAT compensation. This normally takes approx. 2 weeks.

Donors may take deductions on their taxable income for donations to certain preapproved non-profit organizations.

Are individuals or other organizations able to provide tax deductible donations to for-profit Social Enterprises? If they are, please describe any restrictions applicable to tax deductible donations?

No.

Are there any other tax benefits uniquely available for Social Enterprises? (e.g. deferrals, favorable tax rates, business deductions, etc.)

No.

Does your jurisdiction provide for reciprocal recognition of tax-exempt status that has been granted under the law of any other jurisdictions?

No.

Does your jurisdiction have Regulatory Sandboxes or similar policy frameworks for Social Enterprises? If it does, please describe.

No.

What government operational support, resources, training or services, are available for small businesses or Social Enterprises?

There are government grants to Social Enterprises that direct their efforts towards poverty and social exclusion in Norway. The most important government support comes from Innovasjon Norge (translated "Innovation Norway"). They give Social Enterprises and small businesses grants, loans and access to various competence and advisory services.

Innovasjon Norge has also started with other support measures for small businesses affected by Covid-19. See also section VI, no.2 below.

Are there different compliance requirements for different types of Social Enterprises than for traditional Enterprises? Please provide examples if there are.

No.

Is there a dedicated government agency or department that oversees Social Enterprises? If there is, please describe its mandate and effectiveness.

No.

Is there a different bankruptcy system available for Social Enterprises?

No.

What are the average time and filing fees to form an Enterprise in your jurisdiction?

The average processing time to form an enterprise is usually two to three weeks, depending on the organizational form and the current processing time in the Norwegian Register of Business Enterprises. The filing fees vary between the various entity forms, but range from approximately NOK 2,200 (sole proprietorship, general partnership, foundation) to NOK 5,500 – 6,700 (limited liability companies, cooperatives).

What government or third-party certifications or accreditations, if any, are available for Social Enterprises that allow for access to benefits e.g. funding, beneficial tax status, etc.? Please provide examples and briefly describe them as well...

There are no government or third-party certifications or accreditations which afford a beneficial tax status or other legal status, but certain third-party independent assessments might help bolster the ESG characteristics of an enterprise.

However, there are several incentives and institutions with an aim to facilitate for Social Enterprises. Innovasjon Norge is a state-owned company facilitating entrepreneurship and social Enterprises. Innovation Norway receives funds over the national budget which shall be distributed based on the purpose of contributing to increasing entrepreneurs, vibrant companies and innovative business environments.

In terms of financing, many foundations may provide gifts to non-profit organizations and there are scholarships to apply for. In addition, there are several financing options for Social Enterprises that develop a solution that is of interest for the public sector or where the public sector is a customer. Governmental economic support may also be provided for Social Enterprises, e.g. to fulfill an environmental purpose initiated by the enterprise or enterprises working to fight poverty and social exclusion.

Please describe whether, in your opinion, startups and other entrepreneurial Enterprises generally can easily form and flourish in your jurisdiction.

There are a number of corporate structures for entrepreneurial Enterprises. The organization structure is flexible and the incorporation processes are fast, cheap and simple. Startups may seek funding/grants from governmental bodies and there are various supportive organizations/mentor programs depending on the business segment. There are also some beneficial tax rules related to startups, such as advantage rules on taxation of options held by employees and deduction rights for investments made by individual taxpayers in startups.

Please describe whether, in your opinion, Social Enterprises, in particular, can easily form and flourish in your jurisdiction.

Social Enterprises may easily be established either as a limited liability company, association or a foundation. A Social Enterprise organized as a Nonprofit may as mentioned take advantage of tax benefits. Besides registration in the volunteer register (VAT compensation), there are no formal application requirements with the tax authorities. However, if the Social Enterprise is organized as a corporation, the tax authorities would expect the corporation to generate taxable income. On this basis, Social Enterprise organized as a corporation would normally seek an advanced binding ruling, which takes approx. 3 months.

Please describe whether in your opinion there are any laws that are obstructive to the formation of Social Enterprises (i.e. that actively disfavor or penalize, or otherwise discourage their formation) in your jurisdiction (for example, are Soc...

In the general corporate form, directors and officers must use their powers in the best interests of the company and shareholders. Still, there is an increasing tendency that such corporations may also consider other interests, as described in question 3 under Enterprise Form.

In terms of specific laws that may be obstructive to the formation of Social Enterprises, many Social Enterprises sees the Public Procurement Act (Norw:"Anskaffelsesloven") and its associated set of rules as an obstacle to their success, because it doesn't take into consideration the Social Enterprises distinctive stamp. From a purely legal approach, the Act may not necessarily represent a formal obstacle due to an inherent room for interpretation and judicial assessment. However, it may be argued that if legal expertise is required to assess the applicable scope in each case, it will in practice make it difficult for Social Enterprises to compete in the market. Further, also less professional purchasers may be less familiar with the flexibility which the set of rules provides, and as a result they take a too conservative approach towards Social Enterprises. Thus, in practice, the Act may work as an obstruction to the development of Social Enterprises.

In your jurisdiction, are there any major fraud concerns or defects due to corruption or fraud that should be addressed? If there are, please briefly discuss the concerns or defects.

No.

What changes to the law do you think would be most beneficial to enabling Social Enterprises to flourish in your jurisdiction?

It would be interesting to discuss the establishment of a specific organization form for Social Enterprises. In that way, one may to a larger extent regulate the various requirements, incentives and opportunities applicable for such enterprises. This may make it easier for the entrepreneurs/owners to navigate in the legislative framework relating to Social Enterprises.

What changes to the law do you think would be most beneficial to enhancing the social and environmental responsibility of Enterprises generally (whether or not Social Enterprises)?

A higher level of transparency with respect to ESG focus and measures would be beneficial for both consumers and investors. Implementing a uniform set of ESG standards and reporting requirements for public companies may contribute to achieving a more transparent regime.

In 2018, the Norwegian government appointed a committee with the purpose of assessing whether Enterprises should be required to disclose information on corporate social responsibility and supply chain management. The committee's mandate was later extended to include the drafting of proposed legislation for such information disclosures. According to the committee, the purpose of such legislation is twofold: Firstly to give consumers, trade unions, organizations and others a right to information on Enterprises' influence on fundamental human rights and working conditions. The second part relates to promoting respect for fundamental human rights and decent working conditions in Enterprises and the supply chain through requirements of knowledge and information. This latter point is intended to contribute to improving the working conditions for employees involved in the global supply chain. On this basis, it is proposed that all Enterprises are obliged to respond to specific information queries received. As a manner to respond to such queries, it is proposed that the Enterprises shall be subject to a duty of knowledge. For larger Enterprises, this duty is expanded to also encompass the performance of due diligence with respect to these matters, as well as a duty to publish key findings.

The committee report was delivered to the Norwegian government in late 2020, and a public hearing has been conducted. As of today, no information is available with respect to the status of this work, and whether the government will proceed with a specific proposal to the Norwegian Parliament.

Is there anything else you would like to add or guidance you would like to provide? Are there any questions we should have asked but did not?

N/A

Social Enterprise Law Surveys

Norway

Social Enterprise Law Surveys

Norway

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