Corporate | Norway: In the event of a no-deal Brexit – change of British national board members not immediately required

New transitional rules ensure that more than 600 Norwegian companies with British CEOs or British directors can continue as previously in the event of a no-deal Brexit.

Pursuant to section 6-11 of the Norwegian Limited Companies Act and the Public Limited Companies Act (hereafter both laws are referred to as “the Companies Act”), the CEO and at least 50% of the board members in Norwegian companies with limited liability must be either (i) resident in Norway, or (ii) EEA nationals resident in an EEA state. In the event of a no-deal Brexit, UK nationals/residents will formally no longer be EEA nationals/residents.

Today the Ministry of Trade, Industry and Fisheries announced that new transitional rules given in Royal Decree of 29 March 2019 will ensure that British nationals resident in the EEA and EEA nationals resident in Britain are exempted from the residency requirement in the Companies Act. The Regulation applies to CEOs and board members who were employed and appointed in Norwegian limited companies prior to Brexit. The Regulation will be in effect from 12 April 2019 until 1 January 2021.

Note that a no-deal Brexit will nevertheless have corporate effects on future director appointments and CEO employments in Norwegian limited companies. The future boards in Norwegian limited liability companies appointed after a no-deal Brexit cannot consist of more than 50% British nationals, as these will not fulfil the residency requirement.

The transitional rules imply that applications to the Ministry of Trade, Industry and Fisheries for exemption from the residency requirement are no longer necessary.