The Business Enterprise Registration Act

Transcription

1 Please note: The text below is a translation of the original Norwegian Act. Should any doubt arise, the Norwegian text of the Act is valid and binding. The Business Enterprise Registration Act Latest update: Act of 15 June 2001, no. 59 (came into force on 1 January 2005) Latest update: Act of 19 December 2003, no. 120 (came into force on 1 January 2004) Chapter I. Introduction 1-1. (Organization) The Register of Business Enterprises applies over the entire country. The register is kept by a registrar appointed by the King. The registrar may delegate his authority, pursuant to the first paragraph second sentence, to other civil servants at the register in accordance with more detailed provisions given by the King. The King provides more detailed regulations concerning the organization of the register, its location and administration, and the keeping of the register. Regulations may also be given concerning the formulation of notifications to the register, and concerning documentation of information. The King may also stipulate any other regulations found necessary for the implementation of this act. Requirements in or pursuant to this act relating to signatures or stating that the lodging of an appeal, submitting notification or similar must be done in writing do not preclude the use of electronic communication. Chapter II. Business Enterprises Required and Permitted to Register 2-1. (Business enterprises required to register) The following Norwegian business enterprises must be registered: 1. Limited companies 2. Public limited companies 3. Other companies operating a business enterprise 4. Foundations undertaking business activities, cf. section 4 second and third paragraphs of the Norwegian Foundations Act 5. Organizations and other associations undertaking business activities or with the purpose of undertaking business activities 6. Sole proprietorships selling goods purchased for such purposes or which employ more than five employees in full-time posts 7. Public corporation

2 8. Intermunicipal companies 9. Municipal and county administration enterprises 10. Regional health enterprises and health enterprises, cf. the Norwegian Health Enterprises Act of 15 June 2001 no. 93 relating to health enterprises etc. 11. Business enterprises which are required to register in accordance with special legislation. Foreign business enterprises operating a business in the country or on the Norwegian continental shelf must also be registered (Business enterprises permitted to register) Norwegian sole proprietorships which do not come under the requirement to register have the right to be registered, and if such is the case they will be subject to the registration provisions in the legislation. The King may make exemptions from the right to registration for groups of business enterprises pursuant to the previous sentence. Chapter III. The Information to Be Registered 3-1. (Limited companies) For private limited companies the register shall include information on: 1. The articles of association 2. The date of the formation of the company 3. The municipality of the business enterprise and its address 4. The board members and deputy board members, if any, and who is serving as chairman of the board. Furthermore, the register shall include information about the observers, cf. the Norwegian Limited Companies Act, section 6-4 first and third paragraphs 5. The general manager (managing director) 6. Who represents the enterprise externally, and who is empowered to sign for the business enterprise 7. Whether the memorandum of association includes any provisions as stated in the Norwegian Limited Companies Act, section 2-4 and section 2-5, or whether provisions have been adopted later in connection with an increase in capital as stated in the Norwegian Limited Companies Act, section For companies that come under the Norwegian Limited Companies Act, section 20-6, the register shall also include information on the gender of board members and deputy board members, as well as information as to whether the board member has been elected from among the employees

3 pursuant to the provisions in section 6-4 and section 6-35 of the Norwegian Limited Companies Act, cf. section 6-37 first paragraph of the Norwegian Public Limited Companies Act. 3-1 a. (Public limited companies) For public limited companies the register shall include information on: 1. The articles of association 2. That the business enterprise is a public limited company 3. The date of the formation of the company 4. The municipality of the business enterprise and its address 5. The board members and deputy board members, if any, and who is serving as chairman of the board. Furthermore, the register shall include information about the observers, cf. the Norwegian Public Limited Companies Act, section 6-4 first and third paragraphs 6. The General Manager (Managing Director) 7. Who represents the enterprise externally, and who is empowered to sign for the business enterprise 8. Whether the memorandum of association includes any provisions as stated in the Norwegian Public Limited Companies Act, section 2-4 and section 2-5, or whether provisions have been adopted later in connection with an increase in capital as stated in the Norwegian Public Limited Companies Act, section The gender of board members and deputy board members, as well as information as to whether the board member has been elected from among the employees pursuant to the provisions in section 6-4 and section 6-37 first paragraph of the Norwegian Public Limited Companies Act. 3-1 b. (European companies) For a European company, in addition to the information mentioned in section 3-1a, the register shall also contain information that is required to be registered pursuant to the European Council Regulation (EC) no. 2157/2001. The register shall also contain information on where the company has its main office (Other companies with limited liability) For companies other than limited companies and public limited companies where none of the partners has personal liability for the obligations of the company, either whole or in parts which together comprise the liability of the company, section 3-1, first paragraph, nos. 1 to 6 shall apply correspondingly. If nothing else has been determined by the legislation or in pursuance of the legislation, the articles of association for business enterprises as mentioned under this provision shall include regulations on the following: 1. The name of the business enterprise 2. The municipality of the business enterprise 3. The objective of the business enterprise 4. The liability of partners for the business enterprise's obligations

4 5. The business enterprise's decision-making bodies and their areas of authority 6. Who represents the enterprise externally, and who is empowered to sign for the business enterprise 7. Requirements for a majority of votes for resolutions 8. The right to transfer the ownership of company interests 3-3. (Limited partnerships) For limited partnerships the register shall include information on: 1. The business enterprise's name 2. The date of the formation of the business enterprise 3. The objective of the business enterprise 4. The municipality of the business enterprise and its address 5. The general partner(s) of the business enterprise 6. The business enterprise's capital and how much of it is paid up 7. The limited partners of the business enterprise, their committed capital, and how much each has paid up 8. Provisions as mentioned in the Norwegian Partnership Act, section 3-3, when such an agreement exists 9. Board members, if the business enterprise has a board, and the general manager, if another person other than the general partner is employed as the general manager. Furthermore the register shall include information concerning observers, cf. the Norwegian Partnership Act, section 3-10, fifth and seventh paragraphs. 10. Who represents the business enterprise externally, and who is empowered to sign for the business enterprise (Other business enterprises) For those business enterprises which do not come under sections 3-1 to 3-3, section 3-3, nos. 1, 2, 3, 4, 9 and 10 shall apply in a corresponding way. Furthermore, the register shall include information on: 1. The partners in the business enterprise 2. The partners' liability for the partnership's obligations. For intermunicipal companies, cf. the Act of 29 January 1999 no. 6 relating to Intermunicipal Companies, the register shall also include information about the gender of board members and deputy board members, as well as information as to whether the board member has been elected from among the employees pursuant to the provisions in section 10 paragraphs eight to ten of the Norwegian Intermunicipal Companies Act. For Aktieselskapet Vinmonopolet, cf. the Act of 19 June 1931 no. 18 relating to Aktieselskapet Vinmonopolet, the register shall also include information about the gender of board members and deputy board members, as well as information as to whether the board member has been elected from among the employees pursuant to section 5 first paragraph of the Aktieselskapet Vinmonopolet Act (Sole proprietorships)

5 For sole proprietorships the register shall include information on: 1. The name of the business enterprise 2. The owner 3. The type of business to be carried out 4. The municipality of the business enterprise and its address 5. The general manager if the business enterprise has one (Foundations, organizations and other associations) For foundations, organizations and other associations the register shall include information on: 1. The name of the association 2. The municipality of the association and its address 3. The address of the association, if this is different from the address as mentioned under no The board members and deputy bo ard members, if any, and the chairman of the board. Furthermore, the register shall include information about observers, cf. sections 41 and 42 of the Norwegian Foundations Act, 5. Who represents the association externally, and who is empowered to sign for the association 6. The general manage for the business activity if the association has one 7. The articles of association 8. The date of formation For foundations, the register shall also include information on whether the foundation has been publicly certified. If nothing else is stipulated by legislation or pursuant to legislation, the articles of association of business enterprises which come under this provision shall include regulations on the following: 1. The name of the business enterprise 2. The objective of the business enterprise 3. The bodies of the business enterprise and their areas of authority For foundations, the register shall also include information about the gender of board members and deputy members appointed by the state, county or local authorities (General regulations) For all business enterprises mentioned in sections 3-1 to 3-6, section 3-9 and section 3-10, and European economic business enterprise groups, the register shall also include information on: 1. Who has been empowered to sign for the business enterprise per procurationem, if notification of such authorization per procurationem has been given 2. Whether the business enterprise has an auditor, and the name, business address and national identity number in those cases where the auditor is a natural person 3. If an administrative receiver has been appointed for the business enterprise pursuant to sections 77 and 83 of the Norwegian Insolvency Act, his/her name, national identity number and business address. For board members, observers, owners, partners, general managers, persons authorized to sign for the business enterprise and persons empowered to sign for the company per procurationem, the

6 register shall include information on the name, national identity number and residence of the persons in question. The same applies to the person or persons appointed to preside over the liquidation of a European economic business enterprise group. If a board member, partner or general manager is a legal person, the register shall include information on the business name, the organization number and the address. No other restrictions on the right to sign for or bind the business enterprise per procurationem can be registered other than the fact that the authorization must be jointly applied. A provision concerning the right to sign for or bind the business enterprise per procurationem which refers to conditions which are not evident from the register cannot be registered (Foreign business enterprises) For foreign business enterprises the register shall include information on: 1. The business name, the type of business enterprise and the business address of the foreign business enterprise (the main business enterprise) 2. The owner of the main business enterprise, fully liable partners or the board of directors, stating the name, date of birth and residence of each and the signature provisions which apply 3. The share capital of the main business enterprise if the business enterprise is a limited company, and how much of this has been paid up. If the share capital has not been fully subscribed, only the subscribed share capital shall be stated as the share capital of the business enterprise 4. The memorandum of association and the articles of association of the main business enterprise 5. The national legislation which regulates the main business enterprise. Whether the main business enterprise is registered in an official register of business enterprises in its home country and if so, the name and address of this register, as well as the registration number of the main business enterprise 6. If applicable, the business name and address of the place of operation in Norway or on the Norwegian continental shelf 7. The type of business activity the business enterprise shall carry out 8. The board of directors and the general manager if they have been elected or appointed especially for this business enterprise. Section 3-7, second paragraph, applies in a corresponding way 9. Whether the persons mentioned in no. 8 have the right to bind the main business enterprise with their signatures or per procurationem. Section 3-7, third paragraph applies correspondingly 10. Dissolution of the main enterprise and the appointment of its liquidation board or administrative receiver and the signature provisions that apply to these, in addition to the closure of the liquidation 11. The commencement of liquidation proceedings, debt settlement proceedings or similar proceedings in the main business enterprise, in addition to the closure of the liquidation. Information which is mentioned in the first paragraph, nos. 2, 3 and 4 may be omitted if it is recorded in a foreign register of business enterprises as stated in the first paragraph, no. 5, and which is approved by the King (Public corporations, regional health enterprises, health enterprises) For public corporations, regional health enterprises and health enterprises, the register shall include information on: 1. The articles of association 2. The date of the establishment of the memorandum of incorporation

7 3. The municipality of the business enterprise and its address 4. The board members and the deputy board members, if any, and who is serving as chairman of the board. Furthermore, the register shall include information on observers, cf. the Norwegian Public Corporation Act, section 20, first and third paragraphs 5. The Managing Director 6. Who represents the business enterprise externally, and who has been empowered to sign for the business enterprise. 7. The gender of board members and deputy board members, as well as information as to whether the board member has been elected from among the employees pursuant to the provisions in section 20 of the Act of 30 August 1991 no. 71 relating to Public Corporations, or sections 22 and 23 of the Act of 15 June 2001 no. 93 relating to Health Enterprises etc. For health enterprises, the register shall also include information about which regional health enterprise owns the business enterprise (Municipal and county-municipal business enterprises established pursuant to the Local Government Act) For municipal and county-municipal business enterprises the register shall include information on: 1. The articles of association 2. The board members, including who is the chairman of the board and the deputy chairman of the board, and the general manager. 3. Who represents the business enterprise externally, and who has been empowered to sign for the business enterprise. 4. Which municipality or county-municipality the business enterprise is a part of and the business enterprise's address. 5. The point in time when the business enterprise was established. Chapter IV. Notification to the Register 4-1. (Initial notification and notification of change from the business enterprise) Business enterprises which are required to register must be registered in the register before the business activity commences. For limited companies and public limited companies notification must be given no later than three - 3 -months after the memorandum of association has been signed. Foundations must be registered within the time limitations stipulated in section 13 second and third sentence in the Norwegian Foundations Act. Other business enterprises with limited liability, cf. section 3-2, and organizations and other associations as mentioned in section 3-6 and which intend to undertake business activities must have submitted notification no later than six 6 months after the memorandum of association has been signed, even if the business activities have not commenced. The initial registration notification shall include information as stipulated in Chapter III. If a registered business enterprise terminates its operations or otherwise ceases to satisfy the terms for registration, then notification of the termination shall be given to the register and the business enterprise shall be struck off the register. Notification shall be submitted without undue delay. The same applies if other changes occur as to what is registered, or if new conditions arise which should

8 be included in the register, in accordance with the provisions in Chapter III. Change of residence does not require register notification. A fee must be paid for initial registration in the Register of Business Enterprises. Fees may also be due for other notifications to be registered. The Ministry may establish further regulations relating to the amount of fees and the manner of collection (To whom the registration requirement applies) The obligation to submit notification, pursuant to section 4-1 applies to: 1. The owner of sole proprietorships 2. Each liable partner of general partnerships and limited partnerships, unless the business enterprise is organized in such a way that it has a board. If so, the notification requirement is incumbent on each of the board members 3. Each liable partner and manager of a European business enterprise group 4. Each member of the board for all other business enterprises. With transfers and other changes in the registered information, other than termination of the business enterprise, the notification requirement is incumbent on all persons who according to the change, are owners, limited partners, board members or general managers. Should the owner of a sole proprietorship die, the notification requirement is incumbent on his/her estate. Should a partner in a general or limited partnership die, the notification requirement is incumbent on both the other partners and the estate of the deceased. For foreign business enterprises the notification requirement is incumbent on the board of directors of the business enterprise in Norway, if there is such a board. If there is no board of directors, the notification requirement is incumbent on the general manager of the business enterprise in Norway, if there is such a general manager. If there is no board of directors or general manager, the notification requirement is incumbent on the person or persons who are empowered to sign for the main business enterprise (Signature) Any notification to the register in pursuance of section 4-1 must be signed by all those on whom the notification requirement rests or by the person empowered to sign (Notification enclosures) The following shall be enclosed with notifications pursuant to section 4-1: a) Certified copy of the memorandum of association and certified transcript of the minutes from the general meeting confirming the information in the notification for limited companies, public limited companies, other companies with limited liability, organizations and other associations; the articles of partnership for general partnerships and limited partnerships and European economic business enterprise groups, the articles of partnership for intermunicipal companies, for foundations the memorandum of association or the arrangement which forms the basis of the foundation, and certified copy of the decision to establish regional health enterprises and health enterprises. b) Certified copy of the memorandum of association and the minutes from later enterprise meetings

9 which confirm the submitted information on the public corporation c) A certified transcript of the minutes which shows the results of the election of board members, observers and the auditor d) A declaration from the auditor and board member that they accept the election e) A declaration from the auditor verifying the information given concerning payment of share capital, partnership capital in limited partnerships, cf. section 3-3 no. 6 and 7, primary capital for foundations and basic capital in public corporations, intermunicipal companies, regional health enterprises and health enterprises. If relevant also documentation as stipulated in the Norwegian Limited Companies Act, section 2-4 second paragraph, section 2-5 second paragraph, section 2-6, section 2-8, section 10-2, section 13-10, section 14-4 third paragraph, cf. section 13-10, and section 15-1 second paragraph second sentence and the Norwegian Public Limited Companies Act section 2-4 second paragraph, section 2-5 second paragraph, section 2-6, section 2-8, section 10-2, section and section 14-4 third paragraph, cf. section as well as the declaration stipulated in the Norwegian Partnerships Act section 3-3 third paragraph third sentence and the Norwegian Foundations Act section 12 first paragraph (d) and second paragraph and section 23 second sentence. f) If the notification concerns initial registration or changes relating to partnership, a declaration must be attached from liable partners who have not signed the notification stating that the notification is submitted with their consent. A corresponding declaration shall be given by liable partners who have resigned from the partnership when notification is submitted from the business enterprise about the resignation. g) In a limited company and public limited company, those bound by the notification requirement must state whether the share subscription has taken place without a prospectus as mentioned in section 5-1 in the Norwegian Securities Trading Act. In this case those bound by the notification requirement must enclose a signed statement as to why a prospectus was unnecessary. If a prospectus is necessary, the prospectus and all other subscription material must be enclosed, and those bound by the notification requirement must confirm that all subscription material has been sent to the Stock Exchange Council pursuant to section 5-7 of the Norwegian Securities Trading Act, and to the Register of Business Enterprises pursuant to section 5-8 of the Norwegian Securities Trading Act. The obligation pursuant to the first sentence to attach the prospectus does not apply if the prospectus has already been submitted to the Register of Business Enterprises in accordance with section 5-8 of the Norwegian Securities Trading Act. These provisions apply equally to primary capital certificates and interests in limited partnerships. h) A statement from the auditor when notification is given that a capital reduction and the reduction amount shall be used to account for losses which cannot be covered in any other way (Orders to give notification) If the registrar discovers that a business enterprise which is required to give notification has failed to register or discovers that the requirement for notification pursuant to section 4-1 has been otherwise neglected, he can order the business enterprise to submit notification within a stipulated period of time. If the deadline is not met, the registrar may order the enterprise and those liable to submit notification pursuant to section 4-2 first paragraph to pay an overrun penalty until notification has been submitted. The overrun penalty order may be appealed pursuant to the provisions in section 28 and subsequent sections of the Norwegian Public Administration Act. The King provides

10 regulations concerning the establishment and calculation of overrun penalties and for the remission of an ordered penalty (Notification of changes from others) Any liable partner who has resigned from a partnership may him-/herself submit notification of this fact. This also applies to any member of the board, observer, general manager, person who can sign for the company, person empowered to sign for the company per procurationem or auditor who has resigned. Moreover, whosoever has acquired a court ruling on matters which the Register of Business Enterprises has been or should have been notified of may demand that the information in the register be changed in accordance with the court ruling (Notifications of changes and additions from courts and other public bodies) Courts and other public bodies shall notify the Register of Business Enterprises of matters concerning registered business enterprises when special legislation gives provisions for this. On the basis of judgements, rulings, or other court rulings, the courts may petition that information about registered business enterprises be recorded in the register. Chapter V. Verification of Submitted Notifications 5-1. (Verification of submitted notifications) The registrar shall verify whether submitted notifications and their basis are in accordance with the law and whether they have been formulated in accordance with the law. If the articles of association are registered in the register, the registrar shall also verify whether the information submitted for registration and its basis are in accordance with the articles of association and have been formulated in accordance with these. The notification shall provide such information as is necessary for the implementation of the registrar's verification pursuant to the first paragraph. The registrar may demand that the information he deems necessary for the required verification be submitted. If the registrar finds that registration may infringe on third-party rights, he shall grant this party the right to state his/her case within a stipulated period of time. When the basis for the in-coming material for registration is share subscriptions, primary capital certificates or limited partnership interests, the registrar shall determine whether an offer for subscription was necessary, and if such is the case, whether the subscription material has been submitted to the Stock Exchange for review as stipulated in section 5-7 of the Norwegian Securities Trading Act or to the Register of Business Enterprises for registration as stipulated in section 5-8 of the Norwegian Securities Trading Act. If a ban has been imposed, as mentioned in section 5-7 fourth paragraph the Norwegian Securities Trading Act, registration cannot occur until the ban has been reversed.

11 If the Register of Business Enterprises prior to registration receives a notification as stipulated in section 2-10 first paragraph, third sentence of the Norwegian Limited Companies Act, cf. section 10-7 third paragraph second sentence, section 2-10 first paragraph third sentence of the Norwegian Public Limited Companies Act, cf. section 10-7 third paragraph second sentence, or section 5-13 second paragraph of the Norwegian Securities Trading Act, from a subscriber claiming to be unbound, the case shall be transferred to the Stock Exchange if the objection can be examined pursuant to section 5-13 of the Norwegian Securities Trading Act. The ruling of the Stock Exchange Council and, if applicable, the Stock Exchange Appeals Board, shall replace the verification of the registrar pursuant to the first paragraph, first sentence (Refusal of registration) If the registrar finds that a notification is not within the law or in accordance with the articles of association, he shall refuse the registration. Registration shall also be refused if the terms for registration in the Register of Business Enterprises are not satisfied, or if the information is so vague and unclear that it is not possible to determine its meaning. If the error is of such a nature that it can be rectified, the registrar shall give the person making the notifier a suitable period of time to correct the error. He shall also inform the notifier that if the error has not been corrected within the stipulated period of time, the notification will be rejected (Informing about the refusal) The notifier shall receive written notification of the decision. The same applies to those persons who pursuant to section 5-1, third paragraph have been given the opportunity to make a statement on the matter. If the decision of the registrar concerns the issue of financial instruments, the Norwegian Register of Securities shall also be notified. If registration is refused, or the decision goes against any person given the opportunity to state his or her case, pursuant to section 5-1 third paragraph, the grounds for the decision shall be stated in the notification. Furthermore, information must be provided about the right to appeal, the deadline for an appeal and detailed instructions for the process of appeal. Chapter VI. Registration 6-1. (Entry into the Register) When the submitted information has been verified and found correct it shall immediately be entered into the register (Public notice) After registering an initial notification about a Norwegian business enterprise, the registrar shall make public the following information on the Brønnøysund Register Centre's web-based public announcement site: 1. The name of the business enterprise and its organization number 2. The business enterprise's objective or description of operations

12 3. The municipality of the business enterprise 4. The names of members of the business enterprise's board and the general manager when this has been submitted in the notification 5. The name of the owner of a sole proprietorship and all the liable partners in general and limited partnerships. The registrar shall also ensure that the information on a European company that is to be announced in the European Union Gazette's EEA section pursuant to the Council Regulation (EC) no. 2157/2001, article 14, is sent to the Official Publications Office of the European Union within a month of the public announcement on Brønnøysund Register Centre's web-based public announcement site. After registration of an initial notification concerning a European economic business enterprise group, as mentioned in the Regulation (EEC) no. 2137/85, the registrar shall make public the information as mentioned in article 8 of this regulation, as well as amendments to this. Moreover, the registrar shall ensure that the information which is to be made public in the European Union Gazette's EEA section, cf. article 11 of the regulation, is sent to the Official Publications Office of the European Union within a month of the public announcement on Brønnøysund Register Centre's web-based public announcement site. When registering an initial notification of a foreign business enterprise, information shall be published pursuant to section 3-8 first paragraph nos. 1, 6, 7, 9, 10 and 11 when such information has been submitted. If registration is made of a change in name of a business enterprise, or in the information that is registered and made public about liable partners in a partnership, the change shall be made public. The same applies if a registered business enterprise is struck off the register. Other changes will not be made public. Information such as stipulated in Council Directive 68/151/EEA, shall be made public by the registrar on Brønnøysund Register Centre's web-based public announcement site immediately after registration. Chapter VII. Correction of Errors and Changes without Notification 7-1. (Correction of errors) If the registrar discovers that there is incorrect information in the register or that other errors have been made in connection with the registration, the error shall be corrected. The business enterprise must be informed of the error, how it will be amended and that the correction will be carried out if no objections are submitted within a stipulated period of time. Any party which has been given incorrect information due to the error shall be notified about the correction as far as this is possible. If it is unclear how the error should be corrected or if it cannot be corrected without the submission of a new notification from the business enterprise, the registrar may enter information about the error in the register. He shall at the same time order the business enterprise to submit a new notification within a stipulated period of time. Section 4-5 second paragraph shall apply in a corresponding way.

13 7-2. (Information directly from other registers) To ensure that the register is up-to-date, the King may decide that information recorded in other public registers shall be furnished to the Register of Business Enterprises, and may give further regulations for the implementation of this. In order that the furnished information can be registered, it must be submitted to the business enterprise for its comments within a stipulated period of time, informing the business enterprise in question that the information will be registered unless information is provided to show that it is incorrect. In the regulations pursuant to the first sentence, when it is found to be unobjectionable, it may be determined that information can be registered without the business enterprise being informed pursuant to the second sentence (Deletion of "dead" business enterprises) If the registrar has reason to believe that a business enterprise has been dissolved, he shall notify those who, according to the register, are required to submit notification, cf. section 4-2, that the business enterprise may be struck off the register unless information is submitted within a stipulated period of time which shows that it is probable that the enterprise still exists. If no response is received within the stipulated period of time, corresponding notification shall also be made public in Norsk Lysninsblad (The Norwegian Gazette) and in a newspaper commonly read in the district where the business enterprise has its registered office according to the register. If no information is offered as mentioned in the first sentence, the business enterprise shall be struck off the register. If the registrar has not received notification concerning a registered business enterprise over the last 15 years, and there is no reason to believe that enterprise continues to exists, the registrar shall take the same steps as mentioned in the first paragraph. Being struck off the register does not affect the liability of partners concerning the obligations of the partnership or the personal liability of board members. If within six 6 months after the announcement of being struck off the register the business enterprise submits notification to the Register of Business Enterprises that it still exists, the business enterprise retains the pre-emptive right to the name the business enterprise was previously registered under. The King may provide regulations with more detailed rules when it comes to striking a business enterprise off the register pursuant to this section. Chapter VIII. Availability of Information 8-1. (Access etc.) Any person has the right of access to the information recorded in the Register of Business Enterprises and to receive a transcript of this information. This does not apply to national identity numbers. The provisions in the Norwegian Freedom of Information Act apply to information that is not registered. The Ministry shall provide regulations on how the information is to be made accessible and may stipulate that a fee must be paid for the services (Transfer to other registers)

14 The King may decide that the information in the Register of Business Enterprises may be transferred to another register maintained by the public authorities, and may provide further provisions for the implementation of this. Chapter IX. Appeal of Decisions Made by the Registrar 9-1. (Appeals) The decisions made by the registrar may be appealed to the Ministry by any person with the legal right of appeal in the matter. The appeal must be submitted in writing. The stipulated deadline for an appeal is three 3 weeks from the time the party concerned has received notification of the decision pursuant to section 5-3. If the person in question has not received such notification, the appeal period commences from the point in time when the party in question has received or should have obtained knowledge of the decision. A decision concerning registration cannot be appealed when more than three 3 months have passed since the decision was reached. Furthermore, sections 29 to 33 and section 36 of the Norwegian Public Administration Act come into force for the processing of appeals concerning the Register of Business Enterprises (Overriding power of the courts) Whosoever has been notified pursuant to section 5-3 first paragraph cannot file a civil suit against the registrar's decision without first having exercised his/her right of appeal of the decision pursuant to section 9-1, and the appeal has been settled by the Ministry. Section 437 first paragraph, second and last sentences and third paragraph of the Norwegian Civil Procedure Act apply in a corresponding way. Chapter X. General Provisions (Knowledge of notification) Pursuant to the rules of law which determine the legal position of third parties as to whether they were aware of or not aware of a particular matter, what has been registered pursuant to this act shall be considered to have come to the attention of third parties. Matters for which notification is required and for which notification has not been given, and which are contrary to what has been registered, cannot be brought to bear against a third party, unless the third party was aware of or should have been aware of the matter (Document information) Letters, public notices and other documents from a business enterprise shall include the organization number and the name of the business enterprise. For business enterprise s registered in the Register of Non-Personal Taxpayers, sales documents shall also include the letters "MVA" after the organization number.

15 Letters, public notices and other documents from a limited company or a public limited company shall also indicate the register in which the company has been registered, the type of company it is, main office and, if applicable, shall state whether the company is in the process of liquidation. If the share capital is indicated on these documents, the subscribed and fully paid-up capital must also be indicated. For a branch of a foreign business enterprise, cf. section 3-8, its letters, public notices and other documents shall in addition indicate the register in which the branch is registered. Moreover, information about the main business enterprise must be given as stipulated in the second paragraph. If the documents of a business enterprise do not include the information stipulated in the first, second and third paragraphs, the registrar may impose a running overrun penalty on the business enterprise and those liable to submit notification, pursuant to section 4-2 first paragraph, until its documents comply with this provision. The same applies to information as mentioned in EEC Regulation no. 2137/85, article 25, cf. the EECG Act, section 1. The Ministry may establish regulations concerning the determination, calculation and remission of an imposed overrun penalty. Any ruling imposing an overrun penalty is the basis for enforcement of attachment (Liability for damages) If the Register of Business Enterprises supplies incorrect information in transcripts, certificates or public notices, persons who unwarrantedly suffer losses are entitled to compensation from the state, provided the losses are due to the fact that: a) the information supplied is not in accordance with what has been registered or with the notification which is the basis for the registration b) the register has been corrected or amended incorrectly pursuant to the provisions in sections 7-1 and 7-2, and in which regard the business enterprise is beyond reproach (Penalties) Wilful or negligent contravention of the provisions in section 4-1 first and second paragraphs, concerning the requirement to notify the Register of Business Enterprises, will result in penalties being imposed on the business enterprise and those liable to submit notification pursuant to section 4-2. Criminal proceedings will be instituted at the request of the Ministry (Deadlines) The provisions in section 148 first and second paragraphs and section 149 first paragraph of the Norwegian Courts of Justice Act apply for the setting of deadlines in accordance with the act (Application of the act on Svalbard and Jan Mayen) The King may give regulations stipulating whether the act shall be made applicable fully or in part on Svalbard and may stipulate special provisions bearing local condititions in mind. Chapter XI. Entry into Force and Transitional Provisions

16 11-1. (Entry into force) The act enters into force at the point in time stipulated by the King (Transitional provisions) The King may provide transitional provisions, including on the payment of a special conversion fee for transfers from the old trade registers to the Register of Business Enterprises. Chapter XII. Amendment of Other Acts The following provisions