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Shares are an asset that shareholders can dispose of. The extent to which shareholders can dispose of the shares depends on the Companies Act, the company's articles of association and any shareholder agreements. If there are no restrictions, the shares can be sold, transferred, given away or pledged in favour of third parties. In order to have an overview of who owns the shares in the company and whether the shares are pledged or not, the company must have an updated shareholder register.
All limited companies are obliged to have a shareholders' register. This must contain an overview of who the shareholders are at any given time, and it will normally be decisive for who can exercise shareholder rights, such as the right to vote at the general meeting and the right to receive dividends from the limited company.
The board of directors is responsible for creating and maintaining the shareholders' register, cf. section 4-5 (1) and section 4-9 of the Companies Act. However, this does not prevent the board from delegating the practical implementation to others. It is worth noting that the shareholders' register must be kept in a satisfactory manner and that it can be kept electronically, cf. section 4-5 (1) of the Companies Act.
Pursuant to section 4-5 of the Norwegian Companies Act, shareholders shall be entered in the shareholders' register in alphabetical order, stating name, date of birth, digital address and residential address, or - for companies - company name, organisation number or similar identification number, digital address, business address and possibly postal address. For each shareholder, the number of shares and share number must also be stated. If the company has several classes of shares, the class to which the shares belong must be stated.
When a new owner has reported and proved his/her acquisition of shares, the company is obliged without delay to enter the new owner in the shareholders' register and state the date of entry, cf. Section 4-7 (1). In the event of a capital increase, the board of directors shall ensure that the new shares are entered in the shareholders' register from the date on which the shares confer rights in the company, cf. section 4-9.
When a shareholder has been entered in the shareholder register, the company shall notify the shareholder of this. The notification must be dated and state what has been entered about the shareholder and his or her shareholding. If what has been entered is changed, the shareholder must be notified of this, cf. section 4-10 of the Companies Act.
If the company receives notification of a pledge on shares, the notification must be entered in the shareholders' register without delay, stating the date of entry. The pledgee's name and address, or - in the case of a legal entity - company name, organisation number and address must be stated. When requested by the pledgee, the company shall issue a statement that the pledge has been registered, cf. section 4-8 of the Companies Act.
The shareholder register is thus an important tool for corporate governance and reporting to the authorities.
Advokatfirmaet Halvorsen & Co AS provides ongoing corporate law assistance to limited companies, shareholders, the board and management. We also assist third parties in connection with the establishment of pledges on shares.
Contact person
Benjamin Nordhaug
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