January 26, 2026
The board of directors is a body that acts on behalf of the company and is responsible for its proper management. Members of the board of directors are appointed by the shareholders and are required to act in the best interests of the company, with due diligence and loyalty.
Every AS company must have at least one board member. If the board consists of more than one person, a chairperson should be appointed.
Norwegian regulations also stipulate requirements regarding the place of residence of board members. At least half of the board members must be resident in the EEA (EU), the UK, or Switzerland. However, there is no requirement for board members to be resident in Norway.
The number of board members and the length of their term of office depend on the company's articles of association and the decisions of the general meeting.
Board members are appointed and dismissed by the general meeting of shareholders. A resolution to this effect may be adopted at both an ordinary and an extraordinary general meeting.
Changes in the composition of the board must be reported to the relevant register and are public.
The scope of the board’s responsibilities is broad and covers both organizational and financial matters.
Organization and strategy
The board is responsible for organizing the company’s activities, setting development directions, and supervising the implementation of the business strategy.
Financial supervision
One of the board’s fundamental duties is to monitor the company’s financial position, including ensuring proper accounting, internal controls, and an adequate level of equity capital in relation to the risk of the business.
Representation of the company
The board represents the company externally and may grant authority to represent the company to other persons, including the managing director or individual board members.
Responding to risks
If the company’s equity capital is insufficient, the board is obliged to take corrective action without undue delay and, if necessary, convene a general meeting.
An AS company may, but is not required to, appoint a managing director. If such a person is appointed, they are responsible for the day-to-day management of the company. However, the board retains its supervisory function and is not relieved of responsibility for the company’s overall operations.
Board members may be held liable for damage caused to the company, shareholders, or third parties if they have acted in breach of applicable law, the company’s articles of association, or the duty of due care.
Such liability may be:
Board meetings should be documented in minutes. The minutes serve as evidence of decisions taken and are of significant importance in the event of audits or legal disputes.
Is every AS company required to have a board of directors?
Yes. Establishing a board of directors is mandatory in every Norwegian AS company.
Does a board member have to live in Norway?
No. It is sufficient that at least half of the board members are resident within the EEA, the United Kingdom, or Switzerland.
Is a board member liable for the company’s debts?
As a rule, board members are not liable for the company’s obligations, but they may incur personal liability in the event of a breach of their duties.
Is the board required to appoint a managing director?
No. The appointment of a managing director is optional, although common in practice.
Are the management matters in your AS company regulated in accordance with Norwegian law? It may be worthwhile to schedule a consultation with our expert and learn more about the duties of board members. A thorough analysis of the company’s structure and procedures can help protect the board from unwanted consequences.
What is the board of directors in an AS company?
The board of directors is a body that acts on behalf of the company and is responsible for its proper management. Members of the board of directors are appointed by the shareholders and are required to act in the best interests of the company, with due diligence and loyalty.
Composition of the board of directors in a Norwegian AS company
Every AS company must have at least one board member. If the board consists of more than one person, a chairperson should be appointed.
Norwegian regulations also stipulate requirements regarding the place of residence of board members. At least half of the board members must be resident in the EEA (EU), the UK, or Switzerland. However, there is no requirement for board members to be resident in Norway.
The number of board members and the length of their term of office depend on the company's articles of association and the decisions of the general meeting.
Appointment and dismissal of board members
Board members are appointed and dismissed by the general meeting of shareholders. A resolution to this effect may be adopted at both an ordinary and an extraordinary general meeting.
Changes in the composition of the board must be reported to the relevant register and are public.
Main duties of the board of directors
The scope of the board’s responsibilities is broad and covers both organizational and financial matters.
Organization and strategy
The board is responsible for organizing the company’s activities, setting development directions, and supervising the implementation of the business strategy.
Financial supervision
One of the board’s fundamental duties is to monitor the company’s financial position, including ensuring proper accounting, internal controls, and an adequate level of equity capital in relation to the risk of the business.
Representation of the company
The board represents the company externally and may grant authority to represent the company to other persons, including the managing director or individual board members.
Responding to risks
If the company’s equity capital is insufficient, the board is obliged to take corrective action without undue delay and, if necessary, convene a general meeting.
The board of directors and the managing director (daglig leder)
An AS company may, but is not required to, appoint a managing director. If such a person is appointed, they are responsible for the day-to-day management of the company. However, the board retains its supervisory function and is not relieved of responsibility for the company’s overall operations.
Liability of board members
Board members may be held liable for damage caused to the company, shareholders, or third parties if they have acted in breach of applicable law, the company’s articles of association, or the duty of due care.
Such liability may be:
- civil (compensatory)
- in certain cases, also criminal.
Documentation of the board’s work
Board meetings should be documented in minutes. The minutes serve as evidence of decisions taken and are of significant importance in the event of audits or legal disputes.
FAQ – board of directors in a Norwegian AS company
Is every AS company required to have a board of directors?
Yes. Establishing a board of directors is mandatory in every Norwegian AS company.
Does a board member have to live in Norway?
No. It is sufficient that at least half of the board members are resident within the EEA, the United Kingdom, or Switzerland.
Is a board member liable for the company’s debts?
As a rule, board members are not liable for the company’s obligations, but they may incur personal liability in the event of a breach of their duties.
Is the board required to appoint a managing director?
No. The appointment of a managing director is optional, although common in practice.
Are the management matters in your AS company regulated in accordance with Norwegian law? It may be worthwhile to schedule a consultation with our expert and learn more about the duties of board members. A thorough analysis of the company’s structure and procedures can help protect the board from unwanted consequences.
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