Are you planning to sell or transfer shares in a Norwegian company — for example to an employee, your own holding company, an investor, a co-owner, or perhaps to children or heirs? If so, it is important to follow the correct procedure and understand the key rules set out in the Norwegian Companies Act. This simple step-by-step guide explains how to carry out a share transfer in compliance with Norwegian regulations.
Transferring shares means that all or part of the ownership of the shares in a company is transferred from one person (or business) to another. This typically occurs through sale, gift, or inheritance.
A share transfer changes who is entitled to dividends, voting rights at the general meeting, and other shareholder rights. Generally, the company continues to operate as before after the change of ownership. It is important to note that the Norwegian Companies Act imposes several formal requirements that must be met before the transfer of shares is valid.
The starting point under Section 4-15 of the Norwegian Companies Act is that shares in a company can be freely sold or given away with or without compensation unless otherwise is specified by law, the articles of association, or an agreement between the shareholders. Before you make a transfer, you should therefore always check
If there is a conflict between the shareholder agreement and the articles of association, the articles of association take precedence.
It further follows from Section 4-15 (2) of the Norwegian Companies Act that the acquisition of shares is subject to the consent of the company unless the articles of association stipulate that consent is not required.
The main rule is therefore that consent to a change of ownership must be obtained by the company, through the board of directors, unless otherwise is specified in the articles of association. However, the company may only refuse a change of ownership if there are objective grounds for doing so.
Examples of objective reasons may be if the buyer operates, or plans to operate, a business that competes with the company, or if the company has several owners and it is in its interest to keep it that way. A share purchase that would give one shareholder too much influence may then be refused in the interests of the company.
Some agreements may contain provisions regarding a change of ownership, which either result in the agreement being terminated or continuing as before, provided that the contracting parties approve the new shareholder.
Rental agreements are an example of where this often occurs, and it is therefore important to review the agreement before agreeing to sell the shares.
Pre-emptive rights are rights that existing shareholders (or others) must buy shares before they are sold to an outside party. The purpose is to preserve the ownership structure of the company and prevent unwanted new owners.
It follows from Section 4-15 (3) of the Norwegian Companies Act that shareholders have the right to acquire a share that has changed ownership unless otherwise stipulated in the articles of association, cf. Section 4-19.
When the pre-emptive right is exercised, the price is generally set at fair value, which corresponds to the market price agreed by independent parties. If no one exercises the pre-emptive rights the new buyer remains the owner at the price agreed between him and the seller.
Anyone wishing to exercise their pre-emptive rights must notify the company of this. Notification may be given in writing or verbally. Email may also be used. The notification must state that the right is being exercised, and it must be unconditional. The notification must be received by the company no later than two months after the company received notification of the change of ownership.
If you wish to gift shares to, for example, your children or future heirs, the same rules apply as for sales. The difference lies in the consideration – in the case of a gift transfer, the shares are transferred without payment or for a symbolic sum.
Important points:
If there are pre-emptive rights or consent requirements, these also apply to gift transfers unless exempted in, for example, a shareholder agreement.
The sale of personal shares triggers tax on the gain, and the tax rate is a total of 37.84% in 2025 after the shielding deduction. The gain is roughly calculated by subtracting the input value of the shares (what you paid for them) from the output value (what you are selling them for).
If you sell at a loss, you are entitled to a deduction for the loss.
When a company shareholder sells shares, the gain is covered by the exemption method, and the sale will therefore be tax-free. However, any loss on the sale will not be tax-deductible.
No tax is payable by the giver or recipient on gifts and inheritances.
Also read: This is the Norwegian exit tax
In conclusion, the correct execution of share transfers is crucial to ensure both legal validity and correct tax treatment. Whether you are planning a sale, gift, or transfer to your own holding companies, employees, or family, it is important to comply with the requirements of the Norwegian Companies Act, consider pre-emptive rights and consent requirements, and document and register the transfer correctly. Our lawyers can assist you throughout the process to ensure that the transfer is carried out safely, efficiently, and in accordance with applicable regulations.