The Norwegian Private Limited Liability Companies Act (the Companies Act) requires information concerning certain fundamental aspects of the company relationship to be included in the company's articles of association. The minimum requirements regarding the content of the articles are limited to provisions of a more permanent nature that will be needed in most companies. According to Section 2-2 of the Companies Act, the articles of association must therefore include:
1. The company’s registered business name
2. The activities the company may engage in (the company’s business purpose)
3. The amount of the company’s share capital
4. The nominal value of the shares
Provisions concerning other matters may also be included in the articles of association.
Conditionally mandatory provisions
In many cases, the Companies Act allows its statutory rules to be modified or supplemented through provisions in the articles of association. Examples of such conditionally mandatory provisions include rules governing shareholders’ ability to transfer their shares to others. By including tailored provisions in the articles of association, the company’s rules can be adapted to the specific needs of the business and its shareholders. Whether a particular provision of the Companies Act may be modified or supplemented by the articles of association must be determined through an interpretation of the statutory provision in question.
Optional provisions
In addition to regulating mandatory and conditionally mandatory matters, the articles of association may contain other provisions (optional provisions). Such provisions may be either business-specific or more general in nature. An example of the latter is where the articles of association restate the statutory rules governing notice of general meetings. One reason for including such provisions is to provide shareholders with information about the rules that apply under the Companies Act.
