How do I dissolve and delete a general partnership (ANS/DA)
If you no longer carry out commercial activity in the company, 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 partnership is dissolved and deleted in two stages. First, the partnership meeting must decide that it should be dissolved. It must then carry out the actual deletion. In both stages, you need to send a notification to the Register of Business Enterprises.
The period between these two stages is normally called the 'dissolution period', during which preparations must be made for dissolution of the enterprise.
The dissolution period cannot be less than six weeks, and should normally be no longer than 12 months.
In short, the process is as follows:
The partnership meeting must first decide that the partnership should be dissolved. The decision to dissolve the partnership must be unanimous unless the partnership agreement contains other provisions. The Partnerships Act contain provisions for Voting and the requirement to take minutes from the meeting.
When the creditor deadline of six weeks has expired, a new partnership meeting should be held to approve the dissolution settlement and make the decision to strike the business off the registers.
At the request of one or more of the partners, a dissolution board must be elected to carry out the dissolution process.
Notify the Brønnøysund Register Centre of the dissolution
The decision to dissolve the partnership, and - if applicable - the election of a liquidation board, must be submitted via the form entitled 'Coordinated register 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 will then be published on the Brønnøysund Register Centre's announcement page.
Any creditors can give notice of their claims against the partnership. The creditor deadline of six weeks will commence on the date on which the announcement is published.
The dissolution period
During the dissolution period, a list of the partnership's assets and liabilities must be prepared. A balance sheet must then be drawn up with a view to the dissolution.
The enterprise's assets must be converted into cash, unless the partners agree that the assets can be distributed without prior conversion. All liabilities must be settled. Alternatively, funds can be allocated to cover the liabilities.
Any equity left over after the obligations have been met must be distributed between the partners. The Partnership Act contains provisions concerning the distribution of assets between partners.
A liquidation settlement must be prepared and submitted to the partners' meeting for approval.
Notify the Brønnøysund Register Centre of the deletion
Notification of deletion of the general partnership must be sent to the Register of Business Enterprises without unnecessary delay after the partnership meeting has approved the liquidation settlement. The most convenient way to do this is via the form entitled 'Coordinated register notification' in Altinn.
Report to the Tax Administration
Dissolution of a partnership is considered a realisation of an investment for the partners. The partners' gains or losses following the dissolution is reported to the Tax Administration by submitting the tax return. The tax return is submitted the year following the income year in which the partnership is deleted. Therefore, it is not relevant for the submission of the tax return what time of the year the partnership is deleted. The partnership should submit RF-1215 "Selskapsmelding for selskap med deltakerfastsetting" (Only available in Norwegian).
Companies liable to VAT are required to submit the VAT return.
Responsibility for liabilities and obligations
If the enterprise simply "ebbs away" without any formal dissolution, the partners will be responsible for unknown liabilities and obligations that can arise. A proper dissolution procedure will clarify who is formally responsible for the enterprise´s obligations.
The partners in the general partnership are liable for any unsettled claims for up to three years after the dissolution is registered in the Register of Business Enterprises.
Retention of accounting documents
The Bookkeeping Act´s requirement to retain accounting documents for 5 years also apply after the enterprise is deleted. The dissolution board is responsible for compliance with this requirement.
How much will it cost?
It is free to register the deletion of an enterprise.