Norskregistrert Utenlandsk Foretak

from Wikipedia, the free encyclopedia

Norskregistrert Utenlandsk Foretak ( NUF ) is aNorwegian branch of a foreign company registeredin the Central Norwegian CommercialRegister( Brønnøysundregistrene ) in Brønnøysund . Norway basically applies the seat theory , but also recognizes the case law of the ECJ on freedom of establishment and therefore it can be both with these NUF

  • to proper branches with the company's head office abroad (NUF in the true sense) as well
  • be a company that moved from abroad and now has its main administrative headquarters in Norway (Norwegian NUF),

act. The obligation to register is independent of the location, duration of the assignment and the amount of the expected turnover.

Recognition of foreign companies in Norway

This recognition of foreign companies is based on a. on Norway's membership in the European Economic Area (EEA). This recognition of foreign companies has, among other things, a. led to the fact that the Norwegian GmbH law ( Aksjeloven ) was reformed in 2011. The legal form of the company abroad is irrelevant for registration as an NUF, but it must actually be possible to establish it abroad. Likewise, whether such a legal form is even known in Norwegian law (e.g. the Liechtenstein establishment under private law , which does not exist in any other country).

Registration and name

NUF is therefore its own legal form and through registration the company / branch receives an organization number which is used for identification with the Norwegian authorities. The name of the NUF must differ from the name of the foreign company ( company ), must not give rise to confusion and must not simulate a different type of company.

Status, structure and organization

The NUF does not change the status, structure, organization etc. of the foreign company itself. However, if the NUF is established as a Norwegian NUF, i.e. has its main administrative headquarters in Norway at the branch, the responsibility, status, structure, organization, etc. of the company or the company's management has not yet been finalized.

bankruptcy

The NUF in the real sense cannot go bankrupt itself , as it does not have an independent legal personality in Norway, but the authorization to exist as a branch is only derived from the foreign company. Bankruptcy can be filed through the Norwegian NUF, where a company was incorporated as a foreign company abroad, but the main administrative headquarters were moved to Norway to the headquarters of the branch.

literature

  • Andre Marthinussen Larsen: NUF - Norskregistrert utenlandsk foretak . GlobeEdit, Saarbrücken 2014, ISBN 978-3-639-62749-7 (Norwegian).
  • Claes Zangenberg: Håndbok i NUF. De engelske NUF - en suksesshistorie som forandret norsk selskapsrett . Stron Publishing, London 2008, ISBN 978-82-92944-00-4 (Norwegian, English, table of contents ).

Web links

Sources and References

  1. ↑ Guide for your assignment in Norway. (PDF) AHK - German-Norwegian Chamber of Commerce , accessed on October 26, 2016 . According to the AHK, foreign traders who provide services or sell goods subject to VAT in Norway and have a turnover of NOK 50,000 in a 12-month period must also register in the VAT register ( Norwegian Merverdiavgiftsmanntallet ) at the local tax office and need a fiscal representative for registration. In certain areas (e.g. construction work), all orders and subcontracting orders that a foreign contractor carries out in Norway must be reported to the central 'tax authority for foreign affairs' ( Sentralskattekontor for utenlandssaker , SFU, website ) (but there are exceptions to this gives).
  2. ^ Norway: International Corporate Law (Brexit), NUF, Seat Theory and Founding Theory. CBBL Lawyers, August 31, 2016, accessed October 26, 2016 .
  3. ^ Roland Mörsdorf: Reform of the Norwegian GmbH law. Retrieved October 26, 2016 (minimum share capital reduced to NOK 30,000).
  4. ↑ company law. Germany Trade and Invest - Society for Foreign Trade and Location Marketing mbH, accessed on October 26, 2016 .
  5. ↑ Can e.g. If, for example, a trust is not established abroad in a certain country, this cannot be done via the detour of establishing an NUF in Norway.
  6. ↑ Guide for your assignment in Norway. (PDF) AHK - German-Norwegian Chamber of Commerce , accessed on October 26, 2016 .
  7. ↑ Claes Zangenberg: Handbok i NUF . 2008, ISBN 978-82-92944-00-4 , chap. 22 (Norwegian, English).
  8. ↑ Claes Zangenberg: Handbok i NUF . 2008, ISBN 978-82-92944-00-4 , chap. 24 (Norwegian, English).