Norwegian branch of a foreign company (NUF)
Foreign companies wishing to carry on commercial activity in Norway either in the form of individual assignments or on a more permanent basis must have a Norwegian organisation number. In order to obtain a Norwegian organisation number, the enterprise must establish a branch of the foreign company in Norway or alternatively separate Norwegian company.
What is a Norwegian-registered foreign company (NUF)?
An NUF is a Norwegian branch of a foreign company. The branch in Norway is subordinate to the foreign company, and it is the foreign company which is responsible for operation of the Norwegian branch. The branch in Norway must follow Norwegian rules. Much the same rules apply as apply to Norwegian private limited companies.
There are no equity requirements for the establishment of an NUF. Foreign companies which carry on commercial activity in Norway are obliged to register in the Register of Business Enterprises. Foreign companies which do not carry on commercial activity, but still require a Norwegian organisation number, are entitled to register in the Register of Legal Entities.
The branch in Norway must have a designated contact person. There is no requirement for this contact person to have a residence in Norway, but they must have a Norwegian national ID or d-number. If the contact person does not have a Norwegian personal identification number or a d-number, an application for a d-number must be submitted together with the Coordinated register notification registration form. You must use a paper form, which should be sent by post to the Brønnøysund Register Centre. If anyone else is to have a formal role in the Norwegian branch who does not have a d-number, they must also apply for a d-number in connection with the registration.
When might an NUF be appropriate?
If you intend to carry out individual assignments in Norway or want responsibility for the operation in Norway to be directly subordinate to the company in the home country, it may be appropriate to register an NUF in Norway. There are no specific requirements regarding the type of foreign company that can be registered in Norway. Both companies with and without limited liability for their owners or partners can be registered.
For foreign sole proprietorships intending to carry out assignments of shorter duration in Norway, it may for practical reasons be appropriate to establish a separate Norwegian sole proprietorship.
If you intend to use foreign employees to carry out assignments here, they must be registered in Norway.
If you have employees in Norway, they will generally have the same social rights as other employees in Norway.
Your employees will be entitled to 100% sick-pay from the first day of sickness. Note that NAV (the Norwegian Labour and Welfare Administration) is responsible for social rights in Norway, among other things) will cover sick-pay from day 17. As employer, you must pay the first 16 days.
Employees of NUFs earn the right to unemployment benefit in the event of unemployment in the same way as other employees. Contact NAV to find out the conditions for receiving unemployment benefit.
As an employee of an NUF, you accrue pension rights on what you receive in salary in the same way as other employees. Most people will experience a substantial reduction in their income when they retire. If the branch has many employees, it will normally be required to set up an occupational pension scheme for its employees.
Value added tax (VAT)
Foreign enterprises which intend to carry out assignments in Norway must comply with the Norwegian VAT rules in the same way as Norwegian enterprises. This means that if you carry out an assignment where the turnover in Norway exceeds NOK 50,000 over a twelve-month period, you must register the enterprise in the VAT Register. You must register in the VAT Register regardless of the duration of the assignment.
If the branch is not run from a fixed place of business in Norway and is covered by the provisions of the VAT Act, a representative must be registered.
The requirement for a representative does not apply to companies from the following EEA Member States: Belgium, Bulgaria, Denmark, Estonia, Finland, France, Greece, Iceland, Italy, Croatia, Cyprus, Latvia, Lithuania, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom, Czech Republic, Germany and Hungary.
Companies from these countries can opt to be registered in the VAT Register without being affiliated to a VAT representative.
The question of whether or not an NUF is liable to pay tax to Norway must be specifically assessed in each case. In simple terms, it can be said that in the case of an NUF which is entirely managed and run in Norway, both the company and the NUF will normally be domiciled for tax purposes in Norway and therefore liable to pay tax to Norway for the whole of their business.
If the company is domiciled abroad and the board/management takes place abroad, only the branch will be liable to pay tax to Norway on the business that is managed through a fixed place of business in Norway.
The tax calculation for an NUF which is liable to pay tax to Norway will depend on the organisational form of the foreign company. In the case of foreign companies with limited liability (corresponding to a private limited company, for example), tax must be calculated at the rate of 22% of the profit in Norway.
In order for an NUF to have its tax calculated, form 'RF-1097 Søknad om endring av eller krav om forskuddsskatt - upersonlig skattyter' (Application for new or changed advance tax - non-personal taxpayer - in Norwegian only) must be completed and submitted via Altinn.
Branches of foreign companies are obliged to keep accounts and to submit their annual accounts to the Register of Company Accounts if the branch is liable to pay tax to Norway. If the branch is not liable to pay tax to Norway, it is possible to apply for exemption from the obligation to submit annual accounts to the Register of Company Accounts. NUFs subject to the accounting obligation with a turnover of in excess of NOK 5 million are also subject to the audit obligation.
Roles within an NUF
If the foreign company has a board of directors, it is the foreign company that is responsible for managing the branch in Norway. The foreign company can establish a board in the Norwegian branch if desired. Anyone who is to have a role on a Norwegian board must have a d-number or Norwegian national ID number if they do not already have one.
The Board of Directors or another competent body in the foreign company can also opt to appoint a general manager in Norway.
Within certain industries in Norway, it is necessary to hold a permit in order to be able to run your own business. Examples of this are the catering/restaurant sector and the cleaning services sector. In the construction industry, all employees must have an HSE card.
Registration and organisation number
An NUF can be registered using the Coordinated register notification. An NUF cannot be registered electronically via Altinn. The form and attachments must be sent by post.
After the registration has been processed, you will be assigned the company's organisation number.