How do I dissolve and delete a cooperative?
If you no longer carry out commercial activity in the cooperative, your best option might be to delete it. Until you complete the deletion of the company, the authorities will assume that your enterprise is active and you are required to submit statutory reports. You can delete the company by submitting a Coordinated Register Notification through Altinn.
A condition for executing the dissolution process described here is that there are assets to cover the company's obligations. If the company is insolvent at the time of dissolution, the Board of directors/liquidation board has to declare bankruptcy with the district court (Tingretten).
A cooperative is wound up and deleted in two stages. First, the annual meeting must decide that it should be dissolved. At the same time as a decision to dissolve the cooperative is made, the annual meeting must elect a dissolution board to carry out the dissolution process. The next stage is for the annual meeting to approve the deletion. In both stages, a notification must be sent to the Register of Business Enterprises.
The period between these two stages is normally called the 'dissolution period', during which the dissolution board must prepare for the dissolution of the enterprise.
In short, the process is as follows:
The annual meeting must first decide that the cooperative should be dissolved and then elect a dissolution board. The current Board of Directors can be elected to perform the role as dissolution board. The decision to dissolve the cooperative normally requires a majority of at least two thirds, but the articles may contain requirements that are more rigid.
Notify the Brønnøysund Register Centre of the dissolution
You must notify the Brønnøysund Register Centre of the decision to dissolve the company by submitting the form entitled 'Coordinated register notification'.
The minutes from the meeting showing the decision to dissolve, and the election of a liquidation board, must be enclosed with the notification. If new members are elected to the liquidation board, these must confirm that they take on the assignment. They do this by signing the form Coordinated register notification. The decision to dissolve the company is then announced on the Brønnøysund Register Centre´s announcement page.
The creditor deadline of six weeks will commence on the date on which the announcement is published.
The dissolution period
Creditors can file their claims against the company to the chair of the dissolution board, who will make sure that the claim is included in the dissolution settlement
During the dissolution period, the dissolution board must prepare a list of the company's assets and liabilities, and then prepare a balance sheet with a view to the dissolution. In the case of cooperatives that are subject to the audit obligation, the balance sheet must be audited.
The cooperative's assets must be converted into cash, provided that this is necessary in order to meet the cooperative's liabilities.
All liabilities, including any tax claims, must be settled. The cooperative must therefore request advance assessment.
The dissolution board must prepare a final liquidation settlement. In the case of cooperatives subjected to the audit obligation, this settlement must be audited before it is presented to the annual meeting for approval.
If there are remaining funds after all liabilities have been met, any share contributions and balances in the members' capital account can be distributed between the members. Note that the Cooperative Act imposes requirements concerning how remaining funds should be distributed. Remaining funds over and above this must go towards the objects of the cooperative or benevolent causes, unless the articles of association stipulate otherwise. This can be done no earlier than two months after the final announcement of the dissolution.
Report to the Tax Administration
The company must request advance Tax assessment via the tax return. The tax return is submitted when the dissolution is completed when all obligations are settled, all assets are liquidated and profit/loss are accounted for.
Companies liable to VAT are required to submit the VAT return.
Notify the Brønnøysund Register Centre of the deletion
Notification of deletion must be sent to the Register of Business Enterprises when the annual meeting has approved the final dissolution. This must be notified without unnecessary delay via the form entitled 'Coordinated register notification'.
Responsibility for liabilities and obligations
If the enterprise simply "ebbs away" without any formal dissolution, unknown liabilities and obligations can arise. The members in a cooperative are liable for unsettled claims, limited to the amount the members have received as distributed equity in connection with the dissolution.
Retention of accounting documents
The Bookkeeping Act´s requirement to retain accounting documents for 5 years also apply after the cooperative is deleted. The dissolution board is responsible for compliance with this requirement.
How much will it cost?
It is free to register the dissolution and deletion of a cooperative.