Norwegian Legal Update, Summer 2020 – Corporate Law

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The first half of 2020 has been characterised by the global pandemic COVID-19, and the changes in Norwegian corporate law is no exception. The article will give a brief update on the changes in corporate legislation in 2020.

Exception from physical meetings

An obvious challenge that materialized with the outbreak of COVID-19, and is still present today, is holding physical corporate meetings. The government first adopted a temporary regulation on 28 March 2020 to remedy the challenges, and finally passed a temporary law that provides an exemption from requirements for physical meetings in public and private limited companies (including financial corporations not organized as AS or ASA), foundations, general partnerships and limited partnerships. The temporary law came into force 26 May 2020 and will be repealed on 1 November 2020, unless prolonged.

The temporary legislation authorises the chairperson of the board of directors, to hold board meetings through video- or telephone conference, in writing, or any other satisfactory manner that is not in a physical form. The same applies for general meetings and partnership meetings, where the board of directors decides the format of how the meeting shall be held. The chair or the board of directors convening the meetings are responsible for compliance with the law, and shall ensure that board members and shareholders can participate and vote in satisfactory manner. The board of directors shall further ensure that the auditor, the managing director and others who have a right and duty to attend, can attend the general meeting without being physically present.

As holding virtual meetings has been normalised the past few months, and is both efficient and practical, we foresee that the solution that came out of necessity will continue.

Deadlines for approval and submission of annual financial statements in 2020

For the same reason, the approval of annual accounts for 2020 is postponed from 30 June 2020 to 31 August, and the deadline for submission of annual accounts is postponed from 31 July 2020 to 30 September 2020. The postponement does not apply to Public Limited Liability Companies, or companies under supervision by the Norwegian Financial Supervisory Authority.