Examples showing how to complete the Shareholder register statement

Here we present some examples of how to complete the Shareholder register statement (RF-1086).

Purchases and sales

Factual information: 

Shareholder A is the sole shareholder in company X. The company has one share class, ordinary shares. Shareholder A is selling 30% of his shares to person B (shareholder B). The shares are sold for NOK 300,000.

Information for this year:

Total share capital in the company: NOK 50,000      
Number of shares: 1,000
Nominal value per share: NOK 50
Paid-up share capital: NOK 50,000
Premium: 0

Solution:

Enter the figures above as shown in the attachment below.

The shares that are being sold must be registered on shareholder A under item 25 as disposal through “Sale” and on shareholder B as an acquisition under item 23 with transaction type “Purchase”. The number of sold/purchased shares, 300 shares, remuneration/acquisition value and time must also be entered under item 25/23.

For correct completion, see the correctly completed Shareholder register statement:

Establishment and liquidation of a limited liability company

Factual information:

Shareholder A is the sole shareholder in company X. The company has one share class, ordinary shares.

Information from last year:

No information

Information for this year:

Total share capital in the company: NOK 30,000
Number of shares: 1,000
Nominal value per share: NOK 30
Paid-up share capital: NOK 30,000

Solution:

Enter the figures above as shown in the attachment below.

Establishment must be entered under item 9 for the company and under item 23 at shareholder level. 

Special remarks:

It is important to note here that the establishment must be declared at both company and shareholder level. If the company only has one share class, this must be registered as ordinary shares. Items 1–5 must be completed with 0 as opening stock 1 January.

It is the date for signing the memorandum of association that determines when the Shareholder register statement should be submitted, not the time of registration in the Register of Business Enterprises. If, for example, the memorandum of association has been signed by all founders in December of year one, and the company has been registered in the Register of Business Enterprises in January of year two, the Shareholder register statement must be submitted from and including year one.

Even if no activity has been carried out in the company, the Shareholder register statement must be submitted for the year of establishment.

For correct completion, see the excample of a correctly completed Shareholder register statement.

Factual information:

Shareholder A is the sole shareholder in company X. The company has one share class, ordinary shares. It is decided to demerge 20 percent of the company to company Y that is established through the demerger.

Company X before the demerger:
Share capital: NOK 200,000
Paid-up share capital: NOK 200,000
Paid-up premium: NOK 40,000
Number of shares: 200
Nominal value: NOK 1,000

Company X after the demerger:
Share capital: NOK 160,000
Paid-up share capital: NOK 160,000
Paid-up premium: NOK 32,000
Number of shares: 160
Nominal value: NOK 1,000

Company Y after the demerger:
Share capital: NOK 40,000
Paid-up share capital: NOK 40,000
Paid-up premium: NOK 8,000
Number of shares: 40
Nominal value: NOK 1,000

Solution:

X (the divesting company) must report altered capital circumstances in the company on page 1 of the Shareholder register statement. The company must also report the number of deleted shares under item 12 and the corresponding number as disposals for shareholder A under item 26. Under both items 12 and 26, information must also be provided about the acquiring company Y.

Y (the acquiring company) must report the new company capital on page 1 of the Shareholder register statement. The company must also report newly issued shares under item 10 and shares under acquisition for shareholder A under item 24. Under both items 10 and 24, information must also be provided about the divesting company X.

Special remarks:

With regards to the share capital, the tax-related paid-up share capital of the divesting company must be distributed under item 5. It is the tax-related paid-up premium under item 6 of the divesting company that should be distributed and not the accounting/book-keeping premium.

It is not the date in the memorandum of association that should be used for company Y, but the date for the decision to carry out the demerger in the Register of Business Enterprises. If the date of implementation falls after 31 December, while the “date of establishment” for company is the previous year, you must contact the Tax Administration. If there are demergers to several companies, each instance must be registered at a separate time.

For correct completion, see the example of a completed Shareholder register statement:

Factual information:

Shareholder A has a sole proprietorship that is being converted to a limited liability company where A is the sole shareholder. Taxable equity in the sole proprietorship at the conversion date and time was NOK 210,000. The newly established limited liability company will have one share class, ordinary shares, and a share capital of NOK 30,000, consisting of 100 shares at NOK 300 each.

Information from last year:
Items 1-6 must be completed with 0 as opening stock 1 January.

Information for this year:
Total share capital in the company: NOK 30,000
Number of shares: 100
Nominal value per share: NOK 300
Paid-up share capital: NOK 30,000
Premium: NOK 180,000

Solution:

Enter the figures above as shown in the attachment below.

The conversion must be entered under item 9 for the company and under item 23 at shareholder level. The premium must be registered per share under item 9. Under item 23, the total acquisition value consisting of the share capital and total premiums must be entered.

Special remarks:

It is important to note here that the conversion must be declared at both company and shareholder level.

When converting from a business assessed as a partnership, it is important to take note of the following:

  • The shareholder’s acquisition value to be entered under item 23 is found by using RF-1233 Selskapets melding over deltakerens inntekt i selskap med deltakerfastsetting (The company’s statement of partner income and assets in a company assessed as a partnership, in Norwegian only) for the previous year, section VI, column I, item 640 for each partner/shareholder.
  • Paid-up capital to be entered under items 5 and 6 can also be found in RF-1233 for the previous year, section VI, column II, item 640 for all the partners/shareholders.

For correct completion, see the example of a correctly completed Shareholder register statement:

Factual information:

Shareholder A is the sole shareholder in company X. The company has one share class, ordinary shares.

Information from last year:

Total share capital in the company NOK 100,000
Number of shares    1,000
Nominal value per share NOK 100
Paid-up share capital NOK 100,000 
Premium NOK 10,000

 

Information for this year: 
All items from and including item 1 to and including item 6 must be 0 at the end of the income year.

Solution:

Enter the figures above as shown in the attachment below.

The liquidation must be declared under item 11 at company level. You must consider if remunerations have been paid from the company.

At shareholder level, the liquidation is declared under item 25.

Special remarks:

It is important to note here that the liquidation must be declared at both company and shareholder level.

For correct completion, see the correctly completed Shareholder register statement.

The tax incentive scheme

Factual information: 

Company X (Start-up company) has attracted investors and meets the criteria in the tax incentive scheme. Company X was started the previous year with one shareholder, “Founder”. He owns 100 shares with a nominal value of NOK 1,000 pr share.

The investors are one private individual, “Shareholder A individual”, and one holding company called “Holding Investor AS”. They both wish to invest NOK 500,000 each.

Shareholder “Founder” does not meet the criteria for the scheme, as he is already a shareholder in the company.

Information from last year:
Total share capital in the company: NOK 100,000
Number of shares: 100
Nominal value per share: NOK 1,000
Paid-up share capital: NOK 100,000
Premium: 0

Information for this year:
Total share capital in the company: NOK 1,100,000
Number of shares: 1,100
Nominal value per share: NOK 1,000
Paid-up share capital: NOK 1,100,000

Solution:

Enter the figures above as shown in the attachment below for Company X.

Establishment/new share issue with income deduction must be entered under item 9 for the company and under item 23 at shareholder level.

New rules regarding tax deductions in connection with investments in start-up businesses:
On 1 July 2017, the tax incentive scheme came into force. For the years 2017, 2018 and 2019, each personal investor could invest a minimum of NOK 30,000 per limited liability company and a maximum of NOK 500,000 per year and claim a deduction for the invested amount in their tax return. For the 2020 and 2021 income year, the maximum investment amount is NOK 1,000,000 per year. The minimum amount of NOK 30,000 has not been changed.

In addition, they will keep the full input value of the shares. The invested amount may consist of both share capital and paid-up premiums. For the years 2017, 2018 and 2019, start-up companies could issue shares of up to NOK 1,500,000 per year. This has been increased to NOK 5,000,000 for the 2020 and 2021 income years.

The investor must keep the shares for 3 calendar years after the year the shares were issued. It is the time of registration in the Register of Business Enterprises that applies. Only registered new share issues gives entitlement for deductions under the scheme. For a more detailed description of the scheme and an overview of the applicable criteria, see the guide Skatte-ABC (in Norwegian only) under the topic "Aksjer – aksjeinnskudd i oppstartsselskap” (Shares – share contributions in start-up companies), section 6-53 of the Taxation Act and skatteetaten.no.

Special remarks:

The income deduction is a personal deduction, and since a holding company cannot claim an income deduction, it is the holding company’s personal shareholders who will get the deduction, based on their owner share in the holding company.

In the holding company’s Shareholder register statement, the deduction for investment in a start-up company must be entered under item 23 for all the company’s shareholders (who are entitled to a deduction in their tax return). The date must correspond to the investment in the start-up company, and in the field for org. no., the org. no. for Company X must be entered. The acquisition value is entered according to the shareholder’s ownership interest. In Holding Investor AS, shareholder A owns 50 percent of the shares, while shareholders B and C each owns 25%.

For correct completion, see the example of a completed Shareholder register statement for Holding Investor AS:

Merger and demerger

Factual information:

Shareholders A and B each own one half of company X. The divesting company X will demerge 40 percent of its assets to 3 acquiring companies W, Y and Z.

(Fair value = SC). Shareholder A owns companies W and Y, shareholder B owns company Z. Company X writes down the nominal value by NOK 200 and has a new nominal value of NOK 300.

Company W issues 500 consideration shares with a nominal value of NOK 100.

Company Y issues 125 consideration shares with a nominal value of NOK 400.

Company Z issues 100 consideration shares with a nominal value of NOK 1,000.

Company X before the demerger:

Share capital NOK 500,000 
Number of shares 1,000 
Nominal value NOK 500
Paid-up share capital NOK 500,000
Paid-up premium NOK 20,000

Company X after the demerger:

Share capital NOK 300,000 
Number of shares 1,000 
Nominal value NOK 300
Paid-up share capital NOK 300,000
Paid-up premium NOK 12,000

Company W before the demerger:

Share capital NOK 200,000 
Number of shares 2,000 
Nominal value NOK 100
Paid-up share capital NOK 200,000
Paid-up premium NOK 10,000

Company W after the demerger:

Share capital NOK 250,000 
Number of shares 2,500 
Nominal value NOK 100
Paid-up share capital NOK 250,000
Paid-up premium NOK 12,000

Company Y before the demerger:

Share capital NOK 400,000 
Number of shares 1,000 
Nominal value NOK 400
Paid-up share capital NOK 400,000
Paid-up premium NOK 15,000

Company Y after the demerger:

Share capital NOK 450,000 
Number of shares 1,125 
Nominal value NOK 400
Paid-up share capital NOK 450,000
Paid-up premium NOK 17,000

Company Z before the demerger:

Share capital NOK 100,000 
Number of shares 100 
Nominal value NOK 1,000
Paid-up share capital NOK 100,000
Paid-up premium NOK 10,000

Company Z after the demerger:

Share capital NOK 200,000 
Number of shares 200 
Nominal value NOK 1,000
Paid-up share capital NOK 200,000
Paid-up premium NOK 14,000

Solution:

X (the divesting company) must report the altered capital circumstances on page 1 of the Shareholder register statement. The company must also report the reduction of share capital resulting from the reduction in nominal value when splitting up the company under item 18. This must be entered in an event under item 18. For shareholders A and B item 30 must be used. Under item 30, shareholder A must provide information about the acquiring companies W and Y as two events, but both must have the same time as item 18. Shareholder B must provide information about the acquiring company Z and the event must have the same time as item 18.

W (the acquiring company) must report the new capital circumstances in the company on page 1 of the Shareholder register statement. The company must also report newly issued shares under item 10 and shares under acquisition for shareholder A under item 24. Under both items 10 and 24, information must be provided on the divesting company and share class. Under item 10 in the “Nominal value per redeemed share” field, the nominal value in the divesting company X after the demerger must be entered. The number of shares in the divesting company (which is the same before and after the demerger) must be entered in the "Number of redeemed shares" field.

Y (the acquiring company) must report the new capital circumstances in the company on page 1 of the Shareholder register statement. The company must also report newly issued shares under item 10 and shares under acquisition for shareholder A under item 24. Under both items 10 and 24, information must be provided on the divesting company and share class. Under item 10 in the “Nominal value per redeemed share” field, the nominal value in the divesting company X after the demerger must be entered. The number of shares in the divesting company (which is the same before and after the demerger) must be entered in the "Number of redeemed shares" field.

Z (the acquiring company) must report the new capital circumstances in the company on page 1 of the Shareholder register statement. The company must also report newly issued shares under item 10 and shares under acquisition for shareholder B under item 24. Under both items 10 and 24, information must be provided on the divesting company and share class. Under item 10 in the “Nominal value per redeemed share” field, the nominal value in the divesting company X after the demerger must be entered. The number of shares in the divesting company (which is the same before and after the demerger) must be entered in the "Number of redeemed shares" field.

Special remarks:

If there are tax-related paid-up premiums in the divesting company, this must be reduced in the same ratio as the demerger.

Please note that when a demerger takes place with one acquiring company, event type “Demerger through reduction of nominal value” must be entered under items 18 and 30.

For correct completion, see the correctly completed Shareholder register statement:

Shareholders A and B each own one half of company X. The divesting company X will demerge 40 percent of its assets to a newly established acquiring company Y (fair value = SC). Shareholders A and B will each own half of company Y. A and B each redeem 200 shares in X, and both receive 250 consideration shares in Y.

Company X before the demerger:
Share capital NOK 500,000
Paid-up premium NOK 20,000
Number of shares 1,000
Nominal value NOK 500

Company X after the demerger:
Share capital NOK 300,000
Paid-up premium NOK 12,000
Number of shares 600
Nominal value NOK 500

Company Y after the demerger:
Share capital NOK 200,000
Paid-up premium NOK 8,000
Number of shares 500
Nominal value NOK 400

Solution:

X (the divesting company) must report the altered capital circumstances on page 1 of the Shareholder register statement. The company must also report the company’s deleted shares under item 12 and the number of shares being disposed of (number of redeemed shares) for shareholders A and B under item 26. Under both items 12 and 26, information must be provided about the acquiring company Y.

Y (the acquiring company) must report the new capital circumstances on page 1 of the Shareholder register statement. The company must also report newly issued shares under item 10 and shares under acquisition for shareholders A and B under item 24. Under both items 10 and 24, information must be provided about the divesting company.

Special remarks:

It is the tax-related paid-up premium under item 6 of the divesting company that should be distributed and not the accounting/book-keeping premium. With regards to the share capital, it is the tax-related paid-up share capital of the divesting company that must be distributed under item 5. It is the time of registration in the Register of Business Enterprises that must be used for the event.

For correct completion, see the example of a completed Shareholder register statement:

Factual information:

Shareholders A and B each own one half of company X. The divesting company X will demerge 40 percent of its assets to a newly established acquiring company Y.

(Fair value = SC). Shareholders A and B will each own half of company Y. Company X writes down the nominal value by NOK 200 and has a new nominal value of NOK 300. Company Y issues 500 consideration shares with a nominal value of NOK 400.

Company X before the demerger:
Share capital NOK 500,000
Paid-up premium NOK 20,000
Number of shares 1,000
Nominal value NOK 500

Company X after the demerger:
Share capital NOK 300,000
Paid-up premium NOK 12,000
Number of shares 1,000
Nominal value NOK 300

Company Y after the demerger:
Share capital NOK 200,000
Paid-up premium NOK 8,000
Number of shares 500
Nominal value NOK 400

Solution:

X (the divesting company) must report the altered capital circumstances on page 1 of the Shareholder register statement. The company must also report the reduction of share capital resulting from the reduction in nominal value under item 18 and for shareholders A and B under item 30. Under both items 18 and 30, information must be provided about the acquiring company Y.

Y (the acquiring company) must report the new capital circumstances in the company on page 1 of the Shareholder register statement. The company must also report newly issued shares under item 10 and shares under acquisition for shareholders A and B under item 24. Under both items 10 and 24, information must be provided about the divesting company X.

Special remarks:

It is the tax-related paid-up premium under item 6 of the divesting company that should be distributed and not the accounting/book-keeping premium. With regards to the share capital, it is the tax-related paid-up share capital of the divesting company that must be distributed under item 5. It is the time of registration in the Register of Business Enterprises that must be used for the event.

Please note that if a demerger takes place with several acquiring companies, event type “Demerger through splitting up companies” must be entered under items 18 and 30.

For correct completion, see the example of a completed Shareholder register statement:

Shareholders A and B each own one half of company X. The divesting company X will demerge 40 percent of its assets to an existing acquiring company Y.

Shareholders A and B each own one half of company Y. A and B each redeem 200 shares in X and increase the nominal value by NOK 200 in company Y.

Company X before the demerger-merger:
Share capital NOK 500,000
Paid-up premium NOK 20,000
Number of shares 1,000
Nominal value NOK 500

Company X after the demerger-merger:
Share capital NOK 300,000
Paid-up premium NOK 12,000
Number of shares 600
Nominal value NOK 500

Company Y before the demerger-merger:
Share capital NOK 500,000
Paid-up premium NOK 10,000
Number of shares 1,000
Nominal value NOK 500

Company Y after the demerger-merger:
Share capital NOK 700,000
Paid-up premium per share NOK 18,000
Number of shares 1,000
Nominal value NOK 700

X (the divesting company) must report the altered capital circumstances on page 1 of the Shareholder register statement. The company must also report the company’s deleted shares under item 12 and the number of shares being disposed of (number of redeemed shares) for shareholders A and B under item 26. Under both items 12 and 26, information must be provided about the acquiring company Y.

Y (the acquiring company) must report the altered capital circumstances on page 1 of the Shareholder register statement. The company must also report the increase in nominal value under item 15. The transaction type is an increase in share capital through demerger. Increase in SC, increase in nominal value, date and time corresponding to the disposal shares in the divesting company X, nominal value after, divesting company’s org. no. and share class.

Under item 29, enter the shareholder's share of the increase in capital per share in connection with the increase in nominal value upon demerger-merger. The transaction type is demerger through increase in nominal value; the increase in nominal value per share and the time of the capital increase must also be stated, the divesting company’s org. no and share class.

Note! If there are A shares and B shares in both companies and the shareholders wish to have the values of the A shares in company X converted into A shares in company B, and correspondingly for the B shares, it is important to distinguish between the times, so that the Shareholder register identifies the correct shares.

For correct completion, see the example of a completed Shareholder register statement:

Factual information:

The parent company owns 100 shares with a nominal value of NOK 1,000 (SC = NOK 100,000) in the subsidiary. The subsidiary is merged into the parent company.

Solution:

In the event of such a merger, the merger need only be reported by the subsidiary. The subsidiary must complete page 1, items 12 and 26.

Under item 12, the event type is “Merger, tax-free to parent or demerger, section 14-11b of the Private Limited Liability Companies Act”, the number of shares and the time must be entered, and the number of shares after must be 0.

Under item 26, the event type is “Merger, tax-free to parent or demerger, section 14-11b of the Private Limited Liability Companies Act”, the number of shares being disposed of, and the time must be entered.

Special remarks:

Tax-related paid-up share capital and tax-related paid-up premiums in the subsidiary (items 5 and 6) must not be brought forward in the parent company.

The parent company’s organisation number is not to be provided under item 12/26.

For correct completion, see the example of a completed Shareholder register statement:

Factual information:

A is a shareholder in company X. B is a shareholder in company Y. Company Y is being merged into company X, and shareholder B receives consideration shares in company X. Fair value = SC.

Company Y:
Share capital: NOK 200,000
Paid-up share capital: NOK 100,000
Paid-up premium: NOK 20,000
Number of shares: 200
Nominal value: NOK 1,000

Company X:
Share capital: NOK 400,000
Paid-up share capital: NOK 200,000
Paid-up premium: NOK 30,000
Number of shares: 400
Nominal value: NOK 1,000

Company X after the merger:
Share capital: NOK 600,000
Paid-up share capital: NOK 300,000
Paid-up premium: NOK 50,000
Number of shares: 600
Nominal value: NOK 1,000

Through the absorption merger, X increases its nominal share capital by NOK 200,000 to NOK 600,000 and 200 consideration shares with a nominal value of NOK 1,000 in company X are issued.

Solution:

Y (the divesting company) must report the altered capital circumstances in the company on page 1 of the Shareholder register statement (Y is dissolved through the merger). The company must also report the company’s deleted shares under item 12 and disposals for shareholder B under item 26. Under both items 12 and 26, information must be provided about the acquiring company X.

X (the acquiring company) must report the altered capital circumstances in the company on page 1 of the Shareholder register statement. The company must also report newly issued shares under item 10 and shares under acquisition for shareholder B under item 24. Under both items 10 and 24, information must be provided about the divesting company Y.

For shareholder A, the event will entail no changes that must be reported.

Special remarks:

With regards to the share capital, it is the tax-related paid-up share capital

f the divesting company that must be distributed under item 5. It is the tax-related paid-up premium under item 6 of the divesting company that should be distributed and not the accounting/book-keeping premium. It is the time of registration in the Register of Business Enterprises that must be used for the event.

For correct completion, see the example of a completed Shareholder register statement:

Factual information:

Company Parent before the merger:
Share capital: NOK 200,000
Number of shares: 2
Nominal value: NOK 100,000
Paid-up share capital: NOK 50,000
Paid-up premium: NOK 12,000

Company Subsidiary before the merger:
Share capital: NOK 100,000
Number of shares: 100
Nominal value: NOK 1,000
Paid-up share capital: NOK 100,000
Paid-up premium: NOK 10,000

Factual information:

Parent: Share capital of NOK 200,000 divided between two shares, each with a nominal value of NOK 100,000. (The tax-related paid-up capital is NOK 50,000 and fund-issued NOK 150,000). A and B own one share each.

It is decided to merge the two companies, with Subsidiary as the acquiring company and Parent as the divesting company. The share capital in Subsidiary will also be increased through the merger by NOK 40,000 to NOK 140,000 through the issuing of 40 new shares. Parent is deleted in connection with the merger.

Parent owns 100 shares with a nominal value of NOK 1,000 (SC = NOK 100,000) in Subsidiary. Parent is merged into Subsidiary.

Solution:

Parent
The merger is registered in Parent as an ordinary disposal merger under item 12/26 and with Subsidiary's org. no. as the acquiring company. The number of considerations and nominal value under item 12 is the number of shares and nominal value in Subsidiary after the merger.

Subsidiary
The merger is registered as an ordinary acquisition merger under item 10/24 with 40 newly issued shares and 140 shares after the merger, and with Parent's org. no. as the divesting company. However, the number of shares that Parent owned in Subsidiary before the merger must also be registered as the “Number of own shares transferred” under item 10. In the fields “Number of redeemed shares” and “Nominal value per redeemed share”, you must enter the number of deleted shares and nominal value in Parent.

For Parent as a shareholder, the disposal is registered under item 25 as “Disposal of own merger/demerger”.

Shareholders A and B in Parent must be added as new shareholders in Subsidiary. The consideration of 70 shares each must be registered with the transaction type “Merger, tax-free” under item 24, with Parent’s org. no. and the nominal value in Parent as the divesting company’s nominal value.

Company Subsidiary after the merger:
Share capital NOK 140,000
Number of shares 140
Nominal value: NOK 1,000
Paid-up share capital: NOK 50,000
Paid-up premium: NOK 12,000

Special remarks:

In many cases, no new shares will be issued in connection with this type of merger. In these cases, the “Number of newly issued shares” should be completed under item 10 with 0, and Parent's shares in Subsidiary will be divided between the shareholders in Parent in the same ratio as the corresponding holdings in Parent at the time of the merger. In a reverse parent-subsidiary merger, the tax position paid-up share capital and premium that the divesting Parent has on Subsidiary will lapse. This means that only tax-related paid-up share capital and tax-related paid-up premiums in the Parent that should be included under items 5 and 6 as at 31 December in Subsidiary.

Both transaction types “Disposals own demerger/merger” and “Merger, tax-free” must be entered with the same transaction time.

For correct completion, see the example of a completed Shareholder register statement:

Factual information:

A is the sole shareholder in both company X and company Y. Company Y is to be merged into company X. In the case of a simplified merger, no consideration shares will be issued and there will be no increase in the nominal value of company X.

Company X:
SC: NOK 100,000
Paid-up SC: NOK 100,000
Paid-up premium: NOK 12,000
Number of shares: 100
Nominal value: NOK 1,000

Company Y:
SC: NOK 100,000
Paid-up SC: NOK 100,000
Paid-up premium: NOK 10,000
Number of shares: 100
Nominal value: NOK 1,000

Solution:

Y (the divesting company) must report the altered capital circumstances in the company on page 1 of the Shareholder register statement (Y is dissolved through the merger). The company must also report the company’s deleted shares under item 12 using event type “Merger, tax-free” and disposals for shareholder A under item 26. Under both items 12 and 26, information must be provided about the acquiring company X. Under item 12, the field for number of consideration shares must be completed with the number of shares in the acquiring company X at the time of the merger.

X (the acquiring company) must report the altered capital circumstances (paid-up capital) in the company on page 1 of the Shareholder register statement. The company must also report a simplified merger under section 13-24 of the Private Limited Liability Companies Act under item 15, and under item 29 for shareholder A. Information should only be given concerning date, org. no. of the divesting company and share class.
Under item 5, the paid-up SC should be increased to NOK 200,000, and under item 6, the paid-up premium should be increased to NOK 22,000.

Special remarks:

It is the time of registration in the Register of Business Enterprises that must be used for the event.

For correct completion, see the example of a completed Shareholder register statement:

Factual information:

Parent (company X) owns all the shares in Subsidiary (company Z). Shareholder A owns all the shares in company Y. Company Y is to be merged into Subsidiary (company Z) and A receives consideration shares in Parent (company X).

Parent (Company X) before the merger:
Share capital: NOK 1,500,000
Number of shares: 6,000
Nominal value: NOK 250
Paid-up share capital: NOK 800,000
Paid-up premium: NOK 12,000

Company Y before the demerger:
Share capital: NOK 100,000
Number of shares: 100
Nominal value: NOK 1,000
Paid-up share capital: NOK 100,000
Paid-up premium: NOK 10,000

Parent (Company X) after:
Share capital: NOK 1,600,000
Number of shares: 6,000
Nominal value: NOK 266.666667
Paid-up share capital: NOK 900,000
Paid-up premium: NOK 22,000

Subsidiary (Company Z): should not report the group merger

Solution:

The Shareholder register statement is not affected as regards the Subsidiary. In the Subsidiary, there are no capital changes or changes at shareholder level.

Y (the divesting company) must report the altered capital circumstances (the company has been dissolved) in the company on page 1 of the Shareholder register statement. The company must also report the company’s deleted shares under item 12 and the number of shares being disposed of (number of redeemed shares) for shareholder A under item 26. Under item 12 the Subsidiary’s org. no. must be entered in the “Acquiring company’s org. no.” field and the Parent’s org. no. must be entered in the “Acquiring parent company’s org. no.” field. In the “Consideration shares (number)” field, the Parent’s number of shares at the time of the merger must be entered. In the “Nominal value per consideration share” field, you must enter the nominal value after the merger in Parent (company X).

The company must also report the number of shares being disposed of for shareholder A under item 26. Under the same item, information must also be given on the Parent’s org. no. and nominal value (the information given here should not concern the Subsidiary (company Z), which is the acquiring company, but the Parent (company X), which actually issues the consideration as an increase in nominal value).

Parent X (the company receiving the consideration with an increase in nominal value) must report the altered capital circumstances in the company on page 1 of the Shareholder register statement. The company must also report the increase in nominal value under item 15, as well as for shareholder A under item 29. Under both items 15 and 29, information must be provided about the divesting company Y.

Special remarks:

It is the time of registration in the Register of Business Enterprises that must be used for the event.

For correct completion, see examples of completed Shareholder register statements:

Factual information:

Parent (company X) owns all the shares in Subsidiary (company Z). Shareholder A owns all the shares in company Y. Company Y is to be merged into Subsidiary (company Z) and A receives consideration shares in Parent (company X).

Parent (Company X) before the merger:
Share capital: NOK 1,500,000
Number of shares: 6,000
Nominal value: NOK 250
Paid-up share capital: NOK 800,000
Paid-up premium: NOK 12,000

Company Y before the demerger:
Share capital: NOK 100,000
Number of shares: 100
Nominal value: NOK 1,000
Paid-up share capital: NOK 100,000
Paid-up premium: NOK 10,000

Parent (Company X) after:
Share capital: NOK 1,600,000
Number of shares: 6,400
Nominal value: NOK 250
Paid-up share capital: NOK 900,000
Paid-up premium: NOK 22,000

Subsidiary (Company Z):
Should not report the group merger.

Solution:

The Shareholder register statement is not affected as regards the Subsidiary. In the Subsidiary, there are no capital changes or changes at shareholder level.

Y (the divesting company) must report the altered capital circumstances (the company has been dissolved) in the company on page 1 of the Shareholder register statement. The company must also report the company’s deleted shares under item 12 and the number of shares being disposed of (number of redeemed shares) for shareholder A under item 26. Under item 12 the Subsidiary’s org. no. must be entered in the “Acquiring company’s org. no.” field and the Parent’s org. no. must be entered in the “Acquiring parent company’s org. no.” field. In addition, the share class in Parent must be stated, and in the “Consideration shares (number)” field, 400 must be entered. In the “Nominal value per consideration share” field, you must enter the nominal value in Parent (company X) NOK 250.

The company must also report the number of shares being disposed of for shareholder A under item 26. Under the same item, information must also be given on the Parent’s org. no. and nominal value (the information given here should not concern the Subsidiary (company Z), which is the acquiring company, but the Parent (company X) that actually issues the consideration shares.

Parent X must report the altered capital circumstances in the company on page 1 of the Shareholder register statement. The company must also report the newly issued shares under item 10, as well as for shareholder A under item 24. Under both items 10 and 24, information must be provided about the divesting company Y.

Special remarks:

With regards to the share capital, it is the tax-related paid-up share capital of the divesting company that must be distributed under item 5. It is the tax-related paid-up premium under item 6 of the divesting company that should be distributed and not the accounting/book-keeping premium. It is the time of registration in the Register of Business Enterprises that must be used for the event.

For correct completion, see examples of completed Shareholder register statements:

This transaction type is used when the divesting company transfers shares to the acquiring company in connection with a demerger or merger (the acquiring company becomes the owner of the shares instead of the divesting company).

The transaction type can also be used in the case of conversion from self-employment to a limited liability company if shares are transferred as part of the conversion.

Factual information:

Company Y is to be merged into company X and will subsequently be deleted. Company Y owns 20 of a total of 100 shares in company Z. This shareholding must be transferred to the acquiring company X in connection with the merger. The remaining 80 shares are owned by shareholder A, Ola Nordmann.

Company Z:

Share capital: NOK 100,000
Paid-up share capital: NOK 100,000
Number of shares: 100
Nominal value: NOK 1,000

Solution:

Company Z must report changes in ownership at shareholder level. For shareholder Y, 20 shares must be reported as being disposed of under item 25 by using transaction type “Transfer with tax continuity”. The acquiring company X must be created as a shareholder. Under item 23, an acquisition of 20 shares must be reported using the transaction type “Transfer with tax continuity”. Use the time for the implementation of the demerger/merger.

For correct completion, see the example of a completed Shareholder register statement:

Capital changes

Factual information:

Shareholder A is the sole shareholder in company X. The company has one share class, ordinary shares.

The company increases its share capital by NOK 100,000 through conversion of receivable by increasing the nominal value.

Information from last year:

Total share capital in the company: NOK 100,000

Number of shares: 100

Nominal value per share: NOK 1,000

Paid-up share capital: NOK 100,000

Information for this year:

Total share capital in the company: NOK 200,000

Number of shares: 100

Nominal value per share: NOK 2,000

Paid-up share capital: NOK 200,000

Under item 15, choose: New share issue through conversion of receivable by increasing nominal value. Increase in share capital NOK 100,000, increase in nominal value NOK 1,000 and nominal value after NOK 2,000.

Under item 29, choose: New share issue through conversion of receivable by increasing nominal value. Increase in share capital NOK 100,000, increase in nominal value NOK 1,000.

For correct completion, see the correctly completed Shareholder register statement:

Employees in a limited liability company may be offered to acquire shares in the company under a general company scheme. To be accepted as a general scheme, the offer of a share acquisition must normally be made to all employees in the company. In such cases, the benefit must be set to the difference between the presumed sales value reduced by 25 percent and the amount the employees have paid for the share.

The reduction in the taxable benefit cannot exceed NOK 7,500 per year per person. See section 5-14, subsection 1, letter a of the Taxation Act and the guide Skatte-ABC (in Norwegian only) and the topic "Aksjer – ansattes erverv til underpris” (Shares - acquisition by employees at a discount).

This must be reported in the Shareholder register statement under items 9 and 23 by using the event and transaction type “New issue of employee shares”.

Factual information:

60 percent of company X is owned by shareholders who are only investors and not employees of the company, and the remaining 40 percent is owned by employees A and B with 20 percent each. The company will increase the nominal share capital with NOK 100,000, of which NOK 40,000 is a private placement for the two employees in the company and the remainder for the other investing shareholders. Shareholders A and B are issued 20 shares, with a nominal value of NOK 1,000 per share. They pay NOK 20,000 each for the shares, that is NOK 1,000 per share. The market value for each newly issued share is NOK 2,500. The other shareholders pay NOK 150,000 in total.

Company X:

Share capital: NOK 100,000
Paid-up share capital: NOK 100,000
Paid-up premium: 0
Number of shares: 100
Nominal value: NOK 1,000

Company X after the issue:

Share capital: NOK 200,000
Paid-up share capital: NOK 200,000
Paid-up premium: NOK 90,000
Number of shares: 200
Nominal value: NOK 1,000

Solution:

There will be two entries under item 9. 40 newly issued shares at NOK 1,000 per share must be reported using the event type “New issue of employee shares”. In addition, 60 newly issued shares at NOK 1,000 per share, premium NOK 1,500 per share, must be reported using the event type “New share issue” (issue through new subscription).

Under item 23 for each of the shareholders A and B the market value of NOK 50,000 in total must be reported as acquisition value, even if only NOK 20,000 has been paid, using the transaction type “New issue of employee shares”. For the other investing shareholders, use the transaction type “New share issue” under item 23 and enter a total acquisition value of NOK 150,000.

The transactions must be recorded with different times.

Paid-up share capital under item 5 is increased by NOK 100,000. The paid-up premium under item 6 increases from NOK 0 to NOK 90,000 as only the investing shareholders has paid the premium.

Special remarks:

The total benefit amounts to NOK 30,000 for each of the shareholders A and B. The benefit from the purchase of shares at a discount to the amount of NOK 22,500 (30,000 – 7,500) is taxable as income.

For correct completion, see the example of a completed Shareholder register statement:

Factual information:

Shareholder A is the sole shareholder in company X. The company has one share class, ordinary shares.

Information from last year:

Total share capital in the company: NOK 100,000
Number of shares: 1,000
Nominal value per share: 100
Paid-up share capital: NOK 100,000 

Information for this year:

Total share capital in the company: NOK NOK 30,000
Number of shares: 1,000
Nominal value per share: NOK 30
Paid-up share capital: NOK 30,000

Solution:

Enter the figures above as shown in the attachment below.

The change in share capital is entered under items 1 and 2. Items 3 and 5 must also be changed. When you register the reduction in share capital by writing down the nominal value of the shares, you should enter the reduction under items 17 and 27.

Special remarks:

If the share capital includes fund-issued share capital, this is considered repaid first, and must be specified in a separate field under item 27. For tax purposes, this repayment is considered a dividend, and must therefore also be entered under item 8 at company level and under item 21 at the shareholder level with the same date and time as the reduction under items 17 and 27 (split). It is the time of registration in the Register of Business Enterprises that must be used for the event.

For correct completion, see examples of completed Shareholder register statements:

Factual information:

There are four shareholders in company X. The company has one share class, ordinary shares. It has been decided to reduce the share capital of the company to NOK 0, with a subsequent new share issue. No payments to shareholders were made. After the new share issue, there are three shareholders.

Information from last year:

Total share capital in the company: NOK 100,000 
Number of shares: 1,000 
Nominal value per share: NOK 100
Paid-up share capital: NOK 100,000
Paid-up premium: NOK 10,000

Information for this year:

Total share capital in the company: NOK 300,000
Number of shares: 3,000 
Nominal value per share: NOK 100 
Paid-up share capital: NOK 375,000
Paid-up premium: NOK 7,500

Solution:

Shareholder A’s holding in the company is altered to 0% at the end of the year. “Partial liquidation, unequally divided” must therefore be registered for him. The remaining three shareholders will participate in the new share issue and must therefore register “Partial liquidation, Equally divided”.

Reporting at company level, under item 11:

Event type: Unequally divided partial liquidation
Number deleted: 250
Number after: 750
Nominal value: NOK 100
Premium per deleted share NOK 10
Total consideration: 0
Time: Date, time must be before the equally divided

Event type: Equally divided partial liquidation
Number deleted: 750
Number after: 0
Nominal value: NOK 100
Premium per deleted share NOK 10
Total consideration: 0
Time: Date, the time must be later that the unequally divided

Reporting at shareholder level, under item 25, shareholder A:

Transaction type: Unequally divided partial liquidation
Number disposed: 250
Total consideration/Paid from paid-up capital: 0
Time: Date, time must be before the equally divided

Reporting at shareholder level, under item 25, shareholders B, C and D:

Transaction type: Equally divided partial liquidation
Number disposed: 250
Total consideration/Paid from paid-up capital: 0
Time: Date, the time must be later that the unequally divided

Reporting at company level, under item 9:

Transaction type: New share issue
Number of newly issued shares: 3,000
Number after: 3,000
Nominal value: NOK 100
Time: Date, the time must be later that the partial liquidations

Reporting at shareholder level, under item 23, shareholders B, C and D:

Transaction type: New share issue
Number of shares in acquisition: 1,000
Total acquisition value: NOK 100,000
Time: Date, the time must be later that the partial liquidations

Special remarks:

The sequence of the partial liquidations is important. The unequally divided partial liquidation must be carried out before the equally divided liquidation.

In order for the company to be considered liquidated, the new share issue must be registered on the same day as the “Partial liquidation equally divided”.

For the shareholders who continue as shareholders in the company, the paid-up capital on the deleted shares is retained in the company. The shareholder’s input value on the old shares will be redistributed on his or her new shares.

It is the time of registration in the Register of Business Enterprises that must be used for the event. The shareholders do not need to have the same holding after the new share issue as they had before the partial liquidation equally divided. To avoid a realisation, they must have at least the same holding as before the write-down.

For correct completion, see examples of completed Shareholder register statements:

Facts

Company X has two shareholders, A and B, with an equal number of shares in the company.

Both shareholders wish to redeem shares, and the number of shares and the share capital in the company will then be halved. Each shareholder receives NOK 100,000 (NOK 2,000 for each redeemed share).

Company X before partial liquidation:

Share capital NOK 200,000

Number of shares 200

Nominal value NOK 1,000

Paid-up share capital NOK 100,000

Company X after partial liquidation:

Share capital NOK 100,000

Number of shares 100

Nominal value NOK 1,000

Paid-up share capital NOK 50,000

Solution:

Equal division is carried out, and each shareholder will be left with the same holding that he or she had before redemption of the shares. In connection with payment to the shareholders, payments that exceed the paid-up capital will be treated as a dividend.

In order to handle this correctly, the company must have a complete overview of the amount of paid-up capital. In the case of equal division, the consideration will consist of either the repayment of paid-up capital or a dividend. In our example, each of the shareholders has paid-up capital of NOK 25,000 for his or her redeemed shares. The distribution will therefore result in each shareholder being taxed for a dividend of NOK 75,000.

Under item 11, “Total consideration/Paid from paid-up capital”, the company must select the transaction type “equally divided partial liquidation” and enter NOK 50,000 as “Paid from paid-up capital”. The corresponding procedure is followed at shareholder level under item 25, but in this case with NOK 25,000 for each shareholder.

Paid amounts that exceed the paid-up capital amount will be treated as a dividend and reported in the normal way under item 8 at company level and under item 21 at shareholder level. In our example, NOK 150,000 must be entered under item 8 and NOK 75,000 must be entered under item 21 for each of the shareholders.

Special remarks:

Partial liquidation and dividend distribution must be registered with different times, even if they actually occur at the same time.

For correct completion, see examples of the completed Shareholder register statement.

Company X before partial liquidation: (Ordinary shares only)

Share capital: NOK 1,000,000

Number of shares: 1,000

Nominal value: NOK 1,000

Paid-up share capital NOK 1,000,000

Paid-up premium NOK 20,000

Company X after partial liquidation:

Share capital: NOK 500,000

Number of shares: 500

Nominal value: NOK 1,000

Paid-up share capital NOK 500,000

Paid-up premium NOK 10,000

Factual information:

Company X has two shareholders, shareholder A and shareholder B, each of whom own 50 percent.

In the middle of June, the board of directors decides that 500 shares are to be redeemed. For each share that is redeemed, a consideration of NOK 1,000 is distributed. Both shareholders will redeem shares, but the holdings will be different after the redemption.

Shareholder A redeems 100 shares, while shareholder B redeems 400 shares. To determine whether the partial liquidation should be reported as an equal division or unequal division, it is necessary to consider the holdings before and after the partial liquidation: 

Shareholder A

Shareholder B

Before the liquidation: 500

Before the liquidation: 500

Liquidates: -100

Liquidates: -400

Has left = 400

Has left = 100

As a percentage of the holding:
400/500 * 100% = 80%

As a percentage of the holding:
 100/500 * 100% = 20%

 

Shareholder A’s holding has increased from 50% to 80%, while shareholder B’s holding has decreased from 50% to 20%. We therefore have an unequal division. If one or more shareholders in a company have their holding reduced, the rule is that all shareholders who redeem shares must be taxed on the realisation.

Reporting at company level, under item 11:

Event type: Unequally divided partial liquidation
Number deleted: 500
Quantity after: 500
Nominal value: NOK 1,000
Premium deleted: NOK 20
Total consideration: NOK 500,000
Time: Date

In the “Total consideration/Paid from paid-up capital” field, it is important to note that the company must report the total consideration in connection with the unequally divided partial liquidation. This is because unequally divided partial liquidation must be treated as realisation.

Reporting at shareholder level, under item 25, shareholder A:

Transaction type: Unequally divided partial liquidation
Number disposed: 100
Total consideration/Paid from paid-up capital: NOK 100,000
Time: Date

Reporting at shareholder level, under item 25, shareholder B:
Transaction type: Unequally divided partial liquidation
Number disposed: 400
Total consideration/Paid from paid-up capital: NOK 400,000
Time: Date

For correct completion, see examples of completed Shareholder register statements:

Factual information:

Shareholder A is the sole shareholder in company X. The company has one share class, ordinary shares. The company wishes to convert share capital to other equity by reducing the nominal value in order for the share capital to meet the minimum requirement of NOK 30,000.

Information from last year:

Total share capital in the company: NOK 100,000

Number of shares: 1,000

Nominal value per share: NOK 100

Paid-up share capital: NOK 100,000

Premium: 0

Information for this year:

Total share capital in the company: NOK 30,000

Number of shares: 1,000

Nominal value per share: NOK 30

Paid-up share capital: NOK 100,000

Premium: 0

Solution:

Enter the figures above as shown in the attachment below.

Items 1 and 2 Share capital 31 December must be reduced to NOK 30,000.

Item 3 Nominal value per share 31 December must be reduced to NOK 30.

Item 16 must be completed, see form.

Special remarks:

Internal transfers of share capital to other equity does not entail any registrations on the shareholder and does not affect the information in the shareholder’s RF-1088.

For correct completion, see the correctly completed Shareholder register statement.

Factual information: 

Shareholder A is the sole shareholder in X. The company has one share class, ordinary shares. The company wishes to transfer share capital to other equity by reducing the number of shares in order for the share capital to meet the minimum requirement of NOK 30,000.

Information from last year:

Total share capital in the company: NOK 100,000

Number of shares: 1,000

Nominal value per share: NOK 100

Paid-up share capital: NOK 100,000

Premium: 0

Information for this year:

Total share capital in the company: NOK 30,000

Number of shares: 300

Nominal value per share: NOK 100

Paid-up share capital: NOK 100,000

Premium: 0

Solution:

Enter the figures above as shown in the attachment below.

Items 1 and 2 Share capital 31 December must be reduced to NOK 30,000.

Item 4 Number of shares 31 December must be reduced to NOK 300.

Item 11 must be completed with event type equally divided partial liquidation with remuneration 0.

For the shareholders, item 25 must be completed with transaction type equally divided partial liquidation and remuneration 0.

Special remarks:

The completion in the example means that the input value from the deleted shares is transferred/re-allocated to the remaining shares.

For correct completion, see the correctly completed Shareholder register statement. 

Dividend, shareholder loans and repayment

Factual information:

A is the sole shareholder in the company Dividend AS. The company has one share class, ordinary shares. The company has distributed NOK 100,000, which for tax purposes is considered dividend, on 1 June 20XX.

Company information:

Total share capital in the company: NOK 30,000
Number of shares: NOK 1,000
Nominal value per share: NOK 30
Paid-up share capital: NOK 30,000

Solution:

The distribution must be entered under item 8 for the company and under item 21 at shareholder level. Select the event type for dividends and enter the distribution dividend per share as well as the time of distribution.

Enter the figures above as shown in the attachment below.

Special remarks:

Dividends for tax purposes are defined as any benefit from fully or partially consideration-free transfer of assets from the company to participants. The date for the decision by the board of directors will determine the time set for the dividend when reported in the Shareholder register statement. This applies regardless of whether the dividend is paid in the same year or a later year.

In addition to reporting dividends in the Shareholder register statement, this is treated as a receivable/debt in the shareholder/company’s tax return.  If the company decides to distribute an extraordinary dividend, this must also be reported in the Shareholder register statement in the same year as the decision was made.

For correct completion, see the example of a correctly completed Shareholder register statement:

Factual information:

There is one shareholder in the company Shareholder Loan AS. The company has one share class, ordinary shares. The company pays out NOK 150,000 as a share loan and NOK 50,000 as an ordinary dividend and waives NOK 60,000 of the loan. 

Information from last year:

Total share capital in the company: NOK 100,000 (balance carried forward) 
Number of shares: 100
Nominal value per share: NOK 1,000
Paid-up share capital: NOK 100,000

Information for this year:

Total share capital in the company: NOK 100,000
Number of shares: 100 
Nominal value per share: NOK 1,000 
Paid-up share capital: NOK 100,000

Solution:

In this example, the shareholder loan of NOK 150,000 is entered under items 8 and 21. The dividend of NOK 50,000 is entered under items 8 and 21. The waived amount of NOK 60,000 must be declared under item 22. None of the entries affects item 6.

Enter the figures above as shown in the attachment below. 

New rules concerning shareholder loans:

The National Budget of 7 October 2015 states that loans from private and public limited companies (AS/ASA) to personal shareholders must be taxed as dividend according to the shareholder model.

This change in the regulations will affect all personal shareholders and their associates who have entered into a loan relationship with a company since 7 October 2015 onwards.

The rules have been incorporated into section 10-11, subsections 5 and 6, of the Taxation Act. The rules apply to loans from all companies in groups. If the loan is taken out from the subsidiary, it must be reported as dividend for the parent where the taxpayer is a shareholder. The rules also apply to loans where the company pledges collateral for the shareholder's loan. 

The fact that the shareholder is subject to dividend taxation in respect of the loan is of no significance to the company; the loan must still be recognised as a loan in the company's accounts.

It is not a requirement to calculate interest on the loan, so that if interest is payable on the loan, it must be treated in the normal way. Deduction for the shareholder and interest income for the company.

Repayment of the loan:

  • The repayment of loans that are subject to dividend taxation is treated as a capital contribution in the company with an effect on the input value and the tax position “paid-up capital”.
  • All or a proportion of the loan can be settled through offsetting it against subsequent dividends from the company without further taxation.
  • The loan can be waived without further taxation.

Consequences for reporting via RF-1086

A new event type has been added under item 8 for shareholder loans.

Similarly, new event types have been added to item 22:

  • Repayment of previous paid-up capital
  • Repayment of shareholder loan
  • Waiving of shareholder loan

Shareholder loans must now be reported as a separate event under item 8 at company level, and the loan must correspondingly be reported as a dividend under item 21 at shareholder level.

The repayment of loans that have previously been subject to dividend taxation will be treated as the contribution of new capital by the shareholder. This means that the amount that is repaid is automatically added to the input value of the shareholder’s shares and must be reported under item 22 (see example 20 “Repayment of shareholder loan”).

Item 6 must be corrected in accordance with the amount that is registered under item 22, with the exception of the waiving of shareholder loans.

The waiving of loans must also be registered under item 22, but this will not affect the input value of the shares.

Special remarks:

If the shareholder has previously received a taxable loan from the company, subsequent dividend distributions will automatically be offset against the loan balance, so that the dividends will not be subject to taxation. This assumes that dividends are not paid but used to repay the loan. We emphasize that dividends must be reported under items 8/21.

If the dividend is not used to repay the loan, but is actually paid to the shareholder, it must be taxed as an ordinary dividend. When reporting via Altinn in such cases, you must tick the box for “Retain share loan” under item 21.

For correct completion, see examples of completed Shareholder register statements:

 

The shareholder borrowed NOK 200,000 in a previous year. The loan has been treated according to the rules that apply to shareholder loans.

This year, he will repay his entire balance.

  • Item 8 Dividend NOK 100,000, per share NOK 50 (in this case, the shareholder has 2,000 shares)
  • Item 21 Dividend NOK 100,000, per share NOK 50

(Dividend is not paid and the loan balance is reduced by NOK 100,000. The remaining balance is NOK 100,000)

Then a repayment of NOK 100,000 is made without any connection to distributions from the company.

  • Item 22 Repayment of shareholder loan NOK 100,000

Special remarks

The repayment of NOK 100,000 is automatically added to the input value of the shareholder’s shares.

The repayment must be considered paid-up capital for the shareholder according to section 10-11, subsection 6, of the Taxation Act: «….shall be considered paid-up capital on the part of the shareholder.»  This means it’s a personal tax position and not paid-up capital for the share or paid-up capital to the company. The tax position will therefore not follow the share in the case of a transfer.

For correct completion, see examples of completed Shareholder register statements:

Factual information:

Shareholder A is the sole shareholder in company X. The company has one share class, ordinary shares. The company has decided to repay NOK 500,000 of previously paid-up capital.

Information from last year:

Total share capital in the company:

NOK 5,500,000 (balance brought forward) NOK 5,000,000 (balance carried forward)

Number of shares

1,000

Nominal value per share

NOK 5,500 (balance brought forward) NOK 5,000 (balance carried forward)

Paid-up share capital

NOK 6,000,000

 

At the end of last year, it was decided that NOK 500,000 of the share capital would be converted to other capital. This reduces the company’s total share capital and nominal value, but not the paid-up share capital, as no repayments will be made to the shareholders.

Information for this year:

Total share capital in the company:

NOK 5,000,000 

Number of shares

1,000

Nominal value per share

NOK 5,000 

Paid-up share capital

NOK 6,000,000 (balance brought forward) 5,500,000 (balance carried forward)

 

Solution:

Enter the figures above as shown in the attachment below.

We will also look at the actual solution for the repayment to the shareholder. Reduction in repaid capital is entered directly under item 5 of the Shareholder register statement. Paid-up share capital is reduced by NOK 500,000. At shareholder level, complete item 22. See how in the attachment below.

Special remarks:

Item 22 should not be used if the company repays share capital directly to the shareholders without first converting it to other equity. Items 1, 2 and 5 must be reduced at company level, and the reduction in capital must be entered under item 17 and under item 27 at shareholder level.

Any distribution of the company’s unrestricted capital will be considered to constitute a dividend and must be entered under items 8 and 21.

For correct completion, see the correctly completed Shareholder register statement.

 

Family matters

Factual information: 

Shareholder A is the sole shareholder in company X. The company has one share class, ordinary shares. Shareholder A wishes to give his or her shares in company X to his or her child’s company Y (Shareholder B).

Information for this year:

Total share capital in the company: NOK 30,000

Number of shares: 1,000

Nominal value per share: NOK 30

Paid-up share capital: NOK NOK 30,000

Premium: 0

Solution:

The shares must be registered on shareholder A under item 25 as disposal through “Inheritance/gifts with tax continuity”. The recipient’s organisation number must be entered. Company Y is established as a shareholder, and an acquisition is registered under item 23 with the same transaction type “Inheritance/gifts with tax continuity”. The donor’s national identity number must be entered.

For correct completion, see the correctly completed Shareholder register statement. 

Factual information:

In marriage, shares usually constitute jointly owned property. In the event of a divorce, the shares must be divided on a pro rata basis. This means that the recipient must have a certain proportion of each acquisition.

The sender has three transactions in company X:

1,500 shares on 15 May 2004, NOK 50 per share
1,000 shares on 19 August 2009, NOK 150 per share
500 shares on 30 December 2014, NOK 200 per share

It is agreed that the recipient will receive 1,500 shares, which is 50% of each acquisition (1,500/3,000).

The recipient will then have:

750 shares on 15 May 2004, NOK 50 per share
500 shares on 19 August 2009, NOK 150 per share
250 shares on 30 December 2014, NOK 200 per share

Information from last year:

Total share capital in the company: NOK 300,000
Number of shares: 3,000
Nominal value per share: NOK 100

Information for this year:

Total share capital in the company: NOK 300,000
Number of shares: 3,000
Nominal value per share: NOK 100

Solution:

Enter the figures above as shown in the attachment below. The giver registers under item 25, while the recipient registers under item 23. The transaction type is “Allocation between spouses in the event of divorce”. The times for the giver and the recipient must be identical. No other registrations are necessary.

Special remarks:

There is generally full continuity on all assets. The recipient will get a share of any unused risk-free return. Dividends paid during the year of the divorce, but after the shares have been divided, must be divided between the parties.

If the spouses own shares in the same company and wish to distribute both shareholdings, all the shares must first be transferred to one spouse. Once this has been done, they can then be redistributed.

For correct completion, see examples of completed Shareholder register statements:

Share class and ISIN

Factual information:

Shareholder A owns all the shares in company X. In company X, there is only one share class - ordinary shares. Last year, company X split its shares into two share classes - A shares and B shares.

Company X before splitting of share classes: (Ordinary shares only)

Item 1: Total share capital NOK 200,000
Item 2: Share capital in this share class NOK 200,000 
Item 3: Nominal value NOK 50
Item 4: Number of shares 4,000

Item 5: Paid-up share capital NOK 200,000
Item 6: Paid-up premium NOK 10,000

Company X after splitting of share classes:

A shares
Item 1: Total share capital NOK 200,000
Item 2: Share capital in this share class NOK 50,000 
Item 3: Nominal value NOK 50
Item 4: Number of shares 1,000 

Item 5: Paid-up share capital NOK 50,000
Item 6: Paid-up premium NOK 2,500

B shares
Item 1: Total share capital NOK 200,000
Item 2: Share capital in this share class NOK 150,000 
Item 3: Nominal value NOK 50
Item 4: Number of shares 3,000 

Item 5: Paid-up share capital NOK 150,000
Item 6: Paid-up premium NOK 7,500

Solution:

Company X must submit 3 Shareholder register statements. A statement must be submitted for the ordinary share class where there are disposal transactions at company level and shareholder level. A Shareholder register statement must also be submitted for share class A and B. Items 2, 4, 5 and 6 must be distributed in accordance with the new statutes, which in the example is 25% for share class A and 75% for share class B. Acquisition transactions at company level and shareholder level must also be registered.

Reporting from ordinary share class:

The altered capital circumstances must be reported on page 1 of the statement. However, item 1 on page 1 will not be affected by the event. The share capital for the whole company as of 31 December is still NOK 200,000. Items 2 up to and including item 6 must be 0. Under item 12, two deletions must be entered (one in each form if you are submitting on paper). For example, you must first delete the shares that will become A shares. You then enter 1,000 in the field “Quantity deleted” and 3,000 in the field “Quantity after”. The Nominal value, Time and Event type fields must be completed. In the “ISIN no./share class” field, enter “A shares”.

You then delete the 3,000 shares that will become B shares in the same way. The difference here is that you should enter 0 in the “Quantity after” field. The time must be different from that for the A shares.

Further, the statements must include 2 disposal transactions on shareholder level under item 26 on shareholder A. In one transaction, 1,000 is entered as the number of disposed shares, while in the “Acquiring company’s ISIN no./share class” field, A shares should be entered with the correct time. In the next transaction, 3,000 is entered as the number of disposed shares, while in the “Acquiring company’s ISIN no./share class” field, B shares should be entered with a different time.

Reporting from the share class ‘A shares’:

The altered capital circumstances must be reported on page 1 of the statement. However, item 1 on page 1 will not be affected by the event. The share capital for the whole company as at 31 December is still NOK 200,000. Through this share class, the company must also report newly issued shares under item 10 (1,000 in this case) with the time and shares under acquisition (1,000). The same must be reported for shareholder A under item 24 with the appropriate time and shares under acquisition (1,000). Under both items 10 and 24, information must be provided to indicate that the shares originate from the ordinary share class. This is done by entering “ordinary shares” under item 10 of the “ISIN no./Share class” field, and then entering the same under item 24 of the “Demerging company’s ISIN no./share class” field.

Reporting from the share class ‘B shares’:

The altered capital circumstances must be reported on page 1 of the statement. However, item 1 on page 1 will not be affected by the event. The share capital for the whole company as of 31 December is still NOK 200,000. Through this share class, the company must also report newly issued shares under item 10 (3,000 in this case) with the time and shares under acquisition (3,000). For shareholder A under item 24, the same must be reported with the appropriate time and shares under acquisition (1,000). Under both items 10 and 24, information must be provided to indicate that the shares originate from the ordinary share class. This is done by entering “ordinary shares” under item 10 of the “ISIN no./Share class” field, and then entering the same under item 24 of the “Demerging company’s ISIN/share class” field.

When there are several shareholders, you must complete one sub-form for each shareholder in the same way as described above.

For correct completion, see the correctly completed Shareholder register statement.

Factual information:

Shareholder A is the sole shareholder in company X. The company has one share class, ordinary shares. VPS (the central securities depository) has previously submitted for the company.

Information from last year:

Total share capital in the company: NOK 100,000

Number of shares: 100                                 

Nominal value per share: NOK 1,000

Paid-up share capital: NOK 100,000

Information for this year:

Total share capital in the company: NOK 100,000

Number of shares: 100                                 

Nominal value per share: NOK 1,000

Paid-up share capital: NOK 100,000

VPS uses ISIN no. to identify share class. The company is now reporting share class. In order for the Shareholder Register to connect to last year’s statement, the company must report which ISIN no. VPS reported the previous year.

Under item 10, choose event: Correction of share class/ISIN no. Here, you must enter the ISIN no. that VPS has previously reported for the company. The company can receive information about this number by contacting VPS. Date the event to 1 January.

No information needs to be completed in the sub-form