How do I dissolve and delete a cooperative?

General information about the winding down of the business

A condition for executing the dissolution process described here is that there are assets to cover the company's obligations. If the company is insolvent at the time of dissolution, the Board of directors/liquidation board has to declare bankruptcy with the district court (Tingretten).

A cooperative is wound up and deleted in two stages. First, the annual meeting must decide that it should be dissolved. At the same time as a decision to dissolve the cooperative is made, the annual meeting must elect a dissolution board to carry out the dissolution process. The next stage is for the annual meeting to approve the deletion. In both stages, a notification must be sent to the Register of Business Enterprises.

The period between these two stages is normally called the 'dissolution period', during which the dissolution board must prepare for the dissolution of the enterprise.

Annual meeting

The annual meeting must first decide that the cooperative should be dissolved and then elect a dissolution board. The current Board of Directors can be elected to perform the role as dissolution board. The decision to dissolve the cooperative normally requires a majority of at least two thirds, but the articles may contain requirements that are more rigid.

Notify the Brønnøysund Register Centre of the dissolution

You must notify the Brønnøysund Register Centre of the decision to dissolve the company by submitting the form entitled 'Coordinated register notification'.

The minutes from the meeting showing the decision to dissolve, and the election of a liquidation board, must be enclosed with the notification. If new members are elected to the liquidation board, these must confirm that they take on the assignment. They do this by signing the form Coordinated register notification.

The decision to dissolve the company is then announced on the Brønnøysund Register Centre´s announcement page.

The Brønnøysund Register Centre – Announcements

The creditor deadline of six weeks will commence on the date on which the announcement is published.

The dissolution period

Creditors can file their claims against the company to the chair of the dissolution board, who will make sure that the claim is included in the dissolution settlement

During the dissolution period, the dissolution board must prepare a list of the company's assets and liabilities, and then prepare a balance sheet with a view to the dissolution. In the case of cooperatives that are subject to the audit obligation, the balance sheet must be audited.

If there are employees registered in the enterprise during the dissolution period, you need to ensure that all employment relationships are registered with a termination date. This is done in the a-melding.

The cooperative's assets must be converted into cash, provided that this is necessary in order to meet the cooperative's liabilities.

VAT should be calculated on assets sold during the dissolution period, provided that the enterprise is liable to VAT.

The dissolution board must prepare a final liquidation settlement. In the case of cooperatives subjected to the audit obligation, this settlement must be audited before it is presented to the annual meeting for approval.

If there are remaining funds after all liabilities have been met, any share contributions and balances in the members' capital account can be distributed between the members. Note that the Cooperative Act imposes requirements concerning how remaining funds should be distributed. Remaining funds over and above this must go towards the objects of the cooperative or benevolent causes, unless the articles of association stipulate otherwise. This can be done no earlier than two months after the final announcement of the dissolution.

Report to the Tax Administration

The company must request advance Tax assessment via the tax return. The tax return is submitted when the dissolution is completed when all obligations are settled, all assets are liquidated and profit/loss are accounted for.

Tax Administration Regulation on the advance assessment obligation (in Norwegian only)

Companies liable to VAT are required to submit the VAT return.

The Norwegian Tax Administration - VAT return: View, change and submit

Notify the Brønnøysund Register Centre of the deletion

Notification of deletion must be sent to the Register of Business Enterprises when the annual meeting has approved the final dissolution. This must be notified without unnecessary delay via the form entitled 'Coordinated register notification'.

Responsibility for liabilities and obligations

If the enterprise simply "ebbs away" without any formal dissolution, unknown liabilities and obligations can arise. The members in a cooperative are liable for unsettled claims, limited to the amount the members have received as distributed equity in connection with the dissolution. Until you notify about the closure of the enterprise, the authorities will assume that you have an active business with reporting obligations, and you must continue to submit the legally required reporting obligations and forms.

Register of Business Enterprises Act on the obligation to report deletion of an entity (in Norwegian only)

Retention of accounting documents

The Bookkeeping Act´s requirement to retain accounting documents for 5 years also apply after the cooperative is deleted. The dissolution board is responsible for compliance with this requirement.

How much will it cost?

It is free to register the dissolution and deletion of a cooperative.

The Brønnøysund Register Centre – Closing a co-operative

Cooperatives Act on dissolution and deletion (in Norwegian only)

The Brønnøysund Register Centre – Coordinated Register Notification (downloadable variants)