Read the untranslated law here: https://lovdata.no/dokument/NL/lov/2007-06-29-81
Law on cooperatives (cooperative Act)
Ministry of Industry and Ministry of Fisheries
LOV-2015-04-10-17 from 01/01/2016
Published in 2007 Booklet 6
Chapter 1. Hiring plementary provisions (§§ 1-7)
Chapter 2. Staple of cooperatives (§§ 8-13)
Chapter 3. Membership of cooperatives (§§ 14-24)
Chapter 4. Economy Conditions (§§ 25-34)
Chapter 5. Annual Meeting, etc. (§§ 35-63)
Chapter 6. leadership of the enterprise (§§ 64-96)
Chapter 7. Revision ( §§ 97-101)
Chapter 8. Merger (§§ 102-118)
Chapter 9. Fission (§§ 119-126)
Chapter 10. resolution, etc. (§§ 127-144) | || Chapter 11. Conversion to corporation or public limited companies (§§ 145-152)
Chapter 12. reparations mm (§§ 153-159)
Chapter 13 proceedings Rules (§§ 160-161)
Chapter 14. Iverksetjing and transition rules. Changes in other laws (§§ 162-164)
Chapter 1. Hiring plementary provisions
§ 1. Scope
(1) Lova debt for cooperatives.
(2) The cooperatives are meint a saman inference whose main purpose is to promote dei economic interests of members through their rock participation in its activities that diminish wizards, dealers or even in any other similarly, and there
Returns the entry, apart from a normal interest is added by innskoten capital, either will keep standing in the agency's activities or distributed among members on the basis of their rock share in turnover with saman final Inga and
Not someone of the members have personal responsibility for skyldnadene to saman final Inga, whole or in manageable groups which together fulfills the collected skyldnadene.
(3) An opposition cooperatives also result if the interests of the members mentioned in the second paragraph, the Promoted through their rock reacting with EiT undertaking cooperative owns alone or together with other cooperatives, medrekna EiT secondary cooperatives under § 4, second paragraph. The same applies if the interests of members are Promoted through their rock reacting with EiT undertakings secondary cooperative owns alone. King may by individual in special cases authorize the opposition lead EiT cooperatives also the interests of members are Promoted through deira turnover with others saman final payment than those referred to in this paragraph.
(4) The Act does not apply to:
§ 2. Opportunities to fråvike Act provisions of this Act may fråvikast when specially determinable in Act or follows from the context.
§ 3. Liability Limitation oa
(1) member booklets not facing creditors for foretaksskyldnadene.
(2) members have not obliged to acquaint innskot entity, if not the bracken source that member has adopted this written by a drawing of membership or by special appointment. Ei duty to acquaint innskot must be restricted in terms of amount or in other ways. The requirement to adopt king after the first sentence does not apply for duty under the Statute to pay proportion mind Scots.
(3) Sharpen Ingar the obligation to acquaint innskot can only happen with the consent from the bracken source that member or by amendment after § 54 second and third paragraphs.
§ 4. federative cooperation
(1) An secondary cooperatives constitutes together with two or more primary cooperatives EiT federative cooperation.
(2) An cooperatives EiT secondary cooperative if all members are cooperatives, or if they are members of cooperatives, have crucial innverknad across the enterprise. Other cooperatives are primary cooperatives.
(3) An secondary cooperatives that are members in another secondary cooperatives shall in right relationship between these be deemed acting as a primary cooperatives.
§ 5. The group
(1) An parent constitutes together with one or more courses balls enterprises EiT group.
(2) An cooperatives EiT parent if it is because of an agreement or statute or cigar of shares or units have crucial innverknad over a seperate entity. Eit cooperatives shall always be deemed to have crucial innverknad if the undertaking:
Has so many shares or interests in another entity that they represent fleirtalet of voting rights in the other enterprise, or
Have the right to choose or avsetje EiT fleirtal by Board members to the second entity.
(3) An undertaking proportionate as mentioned in the second paragraph to EiT parent, is EiT balls enterprises. Eit cooperatives under § 1 of this Act may not involve balls enterprises.
(4) By laying down vote rights and rights to choose or avsetje Board members shall ein calculate with rights as the parent and tufts present taka the parent has. The same applies to rights belonging to someone who trades in a given name, but for helping the parent or tufts undertaking.
§ 6. Electronic communications
(1) If ein member expressly accepts it, the enterprise may use electronic means to communicate it to give messages, warning, information, documents and the like, work under this Act to the member, if not something else follows from this Act.
(2) When ein member should give messages etc., under this Act to the company, he or she do this by means of electronic communication to the email address or the way the company has stipulated for this purpose.
§ 7. laying down deadlines
(1) limit which is reckoned in weeks, months or years, endar on the day of the last veka or the last month which by their names or speak corresponds to the day då deadline starts. Do not month in this number, endar deadline on the last day of the month in.
(2) Endar ein action deadline ein Saturday, heilagdag or day after legislation is equated with heilagdag, the deadline was extended to approaching follow vyrkedag.
Chapter 2. Staple of cooperatives
§ 8. stapling undertaking
(1) An cooperatives can staple of at least two persons and must always have at least two members. There are fewer members, it shall oppløysast.
(2) Both natural and legal persons may be staple all abilities.
(3) The Foundation Rane date and sign the EiT stapling document. When all staples rob has signing stapling document are drawn on membership and enterprise born.
§ 9. Requirements for the content of staple document
(1) Stapling document shall contain Statute of undertaking, cf. § 10
(2) Stapling The document is also designed to provide information on:
Names or company name, address and identity number or registration number of staples rob,
Name, address and identity number of those who will be members of the board.
(3) If the Foundation rob filter must do innskot in conjunction with stapling, shall stapling document also disclose:
The amount that each Stapler should pay
Sum of innskotsskyldnadene to staple rob,
Time of settlement of innskotsskyldnadene.
Shall ein or more staple all abilities Gjere up innskotsskyldnaden with anna than pengar shall stapling document disclose what s native manageable groups that debt, name and address to depositors and what conditions should apply.
(4) The Ministry may prepare standard stapling document.
§ 10. Statutes for cooperatives statutes shall at least contain plementary provisions on:
Entity names for the company,
The municipality in the realm in which the company will have its registered office,
What resturants entity will operate,
Resample any proportion mind shots, whether they be the pre key, and whether they must be paid back upon withdrawal,
Choir whether there shall be paid membership dues,
How årsoverskotet should be able to benefit, cf. § 26,
Count of or the showergels, etc and høgaste count of board members,
What matters to be considered at the annual meeting,
How net assets will be distributed by resolution,.
§ 11. Opening Balance
(1) If ein or more staple all abilities filter must do up a possible innskotsskyldnad with anna than pengar shall staple rob draw up, date and sign ein opening up the balance for the enterprise, in accordance with law 17. July 1998 no. 56 on financial statements etc. Innskot with anna than pengar be assessed at fair value on the date of opening up the balance, if it does not follows from the rules in accounting Act that innskotet shall vidar harks to the carrying values.
(2) Opening balance is the earliest be dated four weeks before stapling, cf. § 8 subsection. Opening balance shall be attached by stapling document.
§ 12. Notification of the enterprise to the Register
(1) The Company shall be reported to the register within three months after the stapling document signing.
(2) Before undertaking is notified to the Register shall ein any innskotskapital from staple rob be fully paid. In the message to the Register shall state whether the firm received any innskot. A chartered or certified accountant should reaffirm innskotskapitalen are fully paid. If innskota exclusively made with cash, instead EiT financial institutions provide confirmation.
(3) If the entity not reported to the register by the deadline, the firm may not register with. In this case cast Stiftinga away, and any claim innskot is no longer binding. The same applies if registration is denied because of errors that can not be right.
§ 13. distortion effects of registrations
(1) Before undertaking is registered, it can not acquire rights and incur other debts expenses to third persons than those that are supplied by stapling the document or by law.
(2) For the sake of costs that are pådregne in undertaking their names before the registration, and that the entity not liable for under subsection are those who have pådrege skyldnaden, personal and jointly liable when not something else is agreed with the creditor. By registrations overtek undertaking skyldnaden.
(3) Is it until registrations signed ein agreement which does not bind the entity under subsection and knew the other party in the agreement that the firm not registered, this move from the agreement if the firm not been reported to the register by the deadline in § 12, or if the message is rejected by the deadline. Was party unfamiliar with the entity not registered, the party may go from the agreement until the company is registered. The provisions of this paragraph may fråvikast by agreement.
Chapter 3. Membership of cooperatives
§ 14. Enrollment
(1) consumers, self-employed and others who can get their financial interests taken care of EiT cooperatives, have the right to join the firm in enrollment. The enterprise can only deny someone to join if there are reasonable grounds for it. Statutes may contain conditions to become and to be a member as far as reasonable grounds for it.
(2) reports shall be made by application to the enterprise. It belongs to the Board to be decided applications for membership. The Board may delegate its decision-making skills to eins source control members, shop manager or other persons and bodies in the undertaking. Enrollment may not occur in the period between stapling entity and the registration of the enterprise in business enterprises.
(3) The applicant shall be notified of the outcome of the application snare possible and at the latest two months from the day the firm received the application. Has the applicant not been notified innan two months, the application shall be deemed authorized. In secondary cooperatives is the deadline six months. Applying natural persons membership in EiT secondary cooperatives, the deadline still two months against these. The statutes may set shorter deadlines than those that are supplied by this clause.
(4) If the applicant is granted membership, the introduction of the register of members happen without undue residence. When the member is added to the register, it shall give the member a message about the time of the advent and about what kind of illumination that is registered on the deceased. It becomes registered changed, should the member be notified with illumination about what changes are.
§ 15. Members Comply
(1) Members of cooperatives have these dishes:
Right to be summoned and to attend the annual meeting, re. §§ 46 and 36, cf. § 37,
Right to have taken up issues at the annual meeting, cf. § 47,
Entitled to vote at the annual meeting, cf. § 38,
Right to obtain accessible illumination at the annual meeting from paper will, cf. § 51,
Right to receive accounts, annual reports and audit message to the company, ref. § 41 subsection
Entitled to part of the surplus in the enterprise based on the member say turnover of the undertaking, cf. § 27,
Second straight that follows by law or ordinance.
(2) A member may not exercise the rights previously member than the day the member is introduced in the register of members.
(3) Upon transfer of membership, cf. § 20, may avhendaren exercise membership rights until these have been transferred to the ervervaren, unless this Statute stipulates that membership rights of avhendaren shall lapse previously.
§ 16. Members Duties
(1) Members of cooperatives have these duties:
Obligation to pay an eventually innskotsbeløp,
Obligation to comply with decisions lovleg treft of EiT enterprises organ
Second obligations arising by statute or ordinance.
(2) Members obligations arise on the day the member is introduced in the register of members, if not something else follows from the law or ordinance. The statutes may not decide that duties as member has by law must occur later than what follows from the first sentence.
(3) With the transition of membership cast avhendaren their membership duties away the day ervervaren being introduced in the register of members, if not a later time follows from law or ordinance.
§ 17. similarity principle Eit cooperatives should treat all members equally. Discrimination requires reasonable grounds.
§ 18 members Members
(1) When an cooperatives are formed, the Board without ceasing whining that it gets creates a register of members of the undertaking. Members register shall harks responsibly and harks electronically.
(2) In the register of members shall be members harks into including details of names or company name, date of birth or organization number and address. Members shall harks into alphabetical order or in any other comprehensible manner. The register shall contain the date of the advent of each INDIVIDUAL member.
(3) The register shall for each member state whether the size of the potential proportion mind Scots.
(4) The register shall be available to everyone in the enterprise. A member is entitled to obtain a transcript from the register detailing dei illumination that is registered on the deceased. The King may issue regulations concerning access to information under the first sentence and can provide rules that entity may require payment for printing from the register of members.
§ 19. Sams membership
(1) Two or more persons may have ein membership together. Dei must then appoint one of them to act against the company.
(2) When several persons have ein membership together, all harks into the register of members, ref. § 18 second and third paragraphs. It shall appear that any of them have membership together with others.
(3) First paragraph, first sentence can fråvikast statutes.
§ 20. Transition of membership
(1) Membership in the cooperatives can not switch to select another member. Membership is tied to real property, you can still switch to select another member together with real estate unless this Statute win something else.
(2) The articles of association may decide that membership should be able to go over to select another member with consent of the Board, shop manager or others. He who has applied for consent shall be notified of the outcome resourcefulness, and at the latest two months from the day the firm received the application. Has the applicant not received notification innan two months, consent shall be deemed to be granted. In secondary cooperatives is the deadline six months. Have ein individual applied for consent to membership in EiT secondary cooperatives, the deadline still two months compared to this. The statutes may set shorter deadlines than those that are supplied by this clause.
(3) Introduction to the register of members shall take place once it is on the clean that it is not the opposition lead Barriers for acquisition. When the member is added to the register, it shall give the member a message about what kind of illumination that is registered on the deceased.
(4) The transition of membership means that avhendaren their collected rights and duties to the company passes on ervervaren. However, this does not rights and obligations that have arisen regardless of membership. The previously member is continuing to give booklet for their financial sake costs across the enterprise, if not something else follows from the Statute or a separate agreement with the company.
(5) Subsections debt even if ein member dies. When a death must an application for taking over membership SetJ forward within six months. Elles cast memberships away. If membership not being taken over, liabilities § 22 subsection equivalent. Second to fourth sentence of this paragraph does not apply for membership that are related to real property, except where the Statute makes the transition of membership depending on the consent of the entity.
§ 21. Pledged membership
(1) Membership in the cooperatives can pledge initialising same extent as membership may alienation, cf. § 20 first and second paragraphs. Statutes may contain ytterlegare desk for pantsetjing.
(2) The lien are legally protected by that undertaking prompted pantsetjinga. Pant Act § 1-4 does not apply to a lien in membership that are legally protected in this way. Is membership related to real property (ref. Pledge Act § 2-2 first paragraph letter c), get lien legal protection by registration in the Land book.
(3) When undertaking received your message pantsetjing after the second paragraph, first sentence, the message without ceasing harks into the register of members with illumination on the day of advent. The register shall state the name and address of panthavaren or - legal person - company name, registration number and address. If panthavaren so requests, it shall issue a declaration of provisional ei that the lien is introduced.
(4) By tvangssal of membership apply the rules on the transfer of membership in this chapter.
§ 22. Resignation
(1) A member may bring membership to opphøyr by written resignation to the company. If membership goes out on a given date, needy members not to notify the undertaking of opphøyr of membership.
(2) The articles of association may set ein withdrawal deadline that can not be be longer than three months reckoned from the day the message of resignation arrived at the firm. In secondary cooperatives deadline may not be longer than twelve months. Have EiT secondary cooperatives physical persons as members, the deadline may face these not be longer than three months. If the opposition lead tungtvegande, saklege reasons, the statutes may lay down counter Hovet to withdraw beyond what follows from the first to the third sentence.
(3) Upon withdrawal has the member is entitled to be reimbursed an eventually share mind bulkhead, unless this Statute win something else. Interest on share mind skotet has member is only entitled to be paid if it follows from the statutes that proportion minds sheet home should the pre key. The member and the entity has upon withdrawal ein mutual right to acquaint up contractual rights and obligations that have arisen in connection with the membership. If a decision is made about arrears innan one year after the end of the calendar year resignations fann city, members also claim arrears based on the member say turnover of the undertaking in the period after payment is tied to. The statutes may decide that ein terminating member not be entitled to back pay.
(4) In cooperatives where members are employed in the undertaking, the statutes may decide that ein member who resigns shall be entitled to be paid its share of the net assets of the entity.
§ 23. Exclusion
(1) A member may, by written commanded stengjast out from the enterprise when the member has violated the undertaking by significantly mishald or when tungtvegande reasons elles stances indicate exclusion. The statutes may decide that the exclusion should also happen if ein member have not reacting with the enterprise in ein period of at least one year.
(2) The Board makes decision on exclusion. Whoever is shut out, may require that the board put the decision before the annual meeting. The claim must be set up innan ein monthly after the member received a written message with illumination of exclusion and the deadline to demand a resolution submitted to the General Assembly. The requirement has postpone blatant effect.
(3) The provisions of § 22 subsections about the economic oppgjeret upon withdrawal debt equivalent by exclusion. The statutes may decide that ein member shall have more constrained economic rights by exclusion than by resignation.
(4) The competence of the board after the second paragraph, of the Statute be attached to pick another organ. The statutes may decide that violation of the undertaking may differ reactions than exclusion.
§ 24. Mishald from the enterprise's point oa
(1) Where any entity has violated the rights of ein member at substantially mishald, members can immediately withdraw from the undertaking. Desk statutes Hovet to opt out does not apply. The member is entitled to be reimbursed proportion mind skotet and ever remain on member capital account, possibly with interest. If a decision is made about arrears innan one year after the end of the calendar year resignations occurred, the member is also entitled to back pay based on the member say turnover of the undertaking in the period after payment is tied to.
(2) The court may instruct the firm to utløyse ein member if tungtvegande reasons talar for utløysing inasmuch as
Entity has violated the rights of ein member at substantially mishald or
Board, the AGM or someone representing the company, has acted in violation of §§ 55 or 90, or
Has occurred EiT serious and lasting antagonism between the member and other members on the progress of the enterprise.
(3) A statement about utløysing can not be admitted to follow if utløysing will ache unreasonable to the enterprise. Case alleging utløysing must travel within a reasonable time. Utløysingssummen shall correspond to the value of the member's interest in the net assets of the entity immediately before utløysingsgrunnen låg lead.
(4) The statutes may decide that mishald from undertaking say, shall have other distortion effects than those that follows this section.
Chapter 4. Economy Condition
§ 25. Requirements with sound eigenkapital
(1) Cooperatives undertaking must always have ein eigenkapital who is with sound utfrå risk and scope of its activities in the enterprise.
(2) If it must be the basis that the eigen capital is lower than that with sound utfrå risk and scope of its activities in the enterprise, the Board shall immediately process the case. The Board shall within a reasonable time convene the annual meeting, give a study on the economic position of and Gjere proposals on measures that will provide enterprise ein with sound eigenkapital.
(3) If the Board can not find a basis for proposals on the measures mentioned in the second paragraph, or such measures do not look feasible, the Board shall Gjere proposals to solve the enterprise.
§ 26. Use of årsoverskot
(1) The statutes may decide that årsoverskotet be used for back payments (cfr. § 27), avsetjast to subsequent payment fund (cfr. § 28), avsetjast to member capital accounts (ref. § 29) or useful to the pre things of proportion mind bulkheads and member capital accounts (ref. § 30).
(2) Decisions on the use of årsoverskotet as chronicled in the first paragraph is being made at the AGM for proposals from the Board. The annual meeting can not adopt a higher priority than the amount the Board proposes or agreeing, but agM self be decided how the amount shall be used Within the dei framework that follows from §§ 27 to 30.
§ 27. Payment by installments
(1) The statutes may decide that members can get paid a total or parts of årsoverskotet on the basis of their rock turnover of the undertaking (arrears).
(2) Berre members may be entitled to back pay. In sals organizations of Fiskars as chronicled in fish Sal tier Act § 4 may also others who have tradable with the organization, be entitled to back pay. They may also have economic rights in accordance with §§ 28 and 29 in line with members.
(3) payment by installments can only happen on the part of årsoverskotet standing att after it is made deductions for unfunded deficit and in the event that part of årsoverskotet whose statutes shall avsetjast to funds etc. It can not pay out more than it which will be consistent with prudent and sound business practice.
§ 28. Payment by installments Fund
(1) As stipulated in the statutes, the annual meeting can decide that årsoverskot that can be divided out according to § 27 subsection wholly or partly avsetjast EiT subsequent payment fund.
(2) The annual meeting may decide that the whole or parts of arrears Fund shall be divided out to members. Provision must be made on the basis of members say turnover of the undertaking in ein period as stipulated in the statutes. The period can not be under one year. Alike can AGM adopt the total or parts of arrears Fund shall avsetjast to member capital accounts, ref. § 29.
(3) The annual meeting may also reduce arrears fund without that happening payments to members or transfer to member capital accounts chronicled in the second paragraph.
§ 29. Member Capital Accounts
(1) As stipulated in the statutes, the annual meeting can decide that årsoverskot that can be divided out according to § 27 subsection wholly or partly avsetjast to accounts in their members names (member capital accounts) on basis of their rock turnover of the undertaking. Inside remain on member capital accounts will cover elles uncovered losses.
(2) The annual meeting may decide that the whole or parts of the inside will remain on member capital accounts shall be divided out to members. By opphøyr of membership has ein member is entitled to be paid the member remain on the capital account. First and second sentence may fråvikast statutes.
§ 30. Forren Things and annan increase of proportion mind bulkheads and member capital accounts
(1) As stipulated in the statutes, the annual meeting can decide that årsoverskot that can be divided out according to § 27 third paragraph, in whole or in part will be used for the pre things of proportion mind bulkheads and member capital accounts. Renta can not be higher than three percentage points above the interest rate on government bond with five years maturity.
(2) Auke of proportion minds sheet home can only take place by innskota repayable under subsection or by members makes ytterlegare innskot. Inside remain on member capital accounts can not aukast in other ways than by interest is added after the first paragraph and by ytterlegare avsetjingar under § 29 first paragraph.
§ 31. Provision Desk. Unlawful distributions
(1) The Company may only adopt arrears and payment arrears from funds and member capital accounts as far as reliable after § 25 first paragraph. Other forms of distribution to members is only Examination if the Act provides specific authority for such there.
(2) Distributions in contravention of this section shall recipient lead back to the company. The debt still not apply if the recipient, då distributions lasted received, neither knew or should have known that the payout was illegal.
(3) Any person who on behalf of the enterprise contribute to EiT decision or implementation of illegal distribution, and who understood or should have understood that the distribution is illegal, is responsible for the distribution is returned to the company. Liability may be mitigated by the Damages Act § 5-2.
§ 32. Executive Tilskot
(1) The statutes may lay down that an cooperatives are to provide corporate grants to pick another group entity or to EiT undertaking in the same federative cooperation.
(2) The provisions of § 26, second paragraph and § 27 subsection debt equivalent of providing corporate subsidies. Corporate The grant must not exceed what is reliable after § 25 first paragraph.
§ 33. Credit and Insurance giving to members etc.
(1) An cooperatives can only give credit or insurance for the benefit of ein member within the framework of the funds dei entity can use postpay, and only when it is set adequate social security for the claim for reimbursement or restitution.
(2) The prohibition in subsection does not apply
Credit on usual terms in connection with business agreements and dealing with members
Credit or social security from within a secondary cooperative for the benefit of member present taka,
Credit or insurance for the benefit of employees in the main position in the enterprise, if the credit or insurance scheme is in accordance with what is commonly occurs through financial support to employees.
(3) The provisions in the first and second paragraphs debt equivalent Hovet to extend credit or set insurance in favor of ein director, ein shop manager, ein member by another company organ or defined which are related to these or adds a member entity pursuant to the rules of the stock Act § 1-5 first paragraph. The prohibition in subsection is still not preclude the entity providing credit or providing social security for the benefit of ein add or his or her affiliates if:
The employee is elected as a representative of the employees of the Board pursuant to the rules in this Act or the statutes, and
Skyldnaren is add in the main position in the company or in another company in the same group or same federative cooperation and
Credit will be rendered in accordance with what is commonly occurs through financial support to employees.
(4) Has the entity dealing in violation of provisions of this section, the outline invalid. Is it given social security, it may still not be undone debt duck that disposition is invalid opposite ein contractor who was in aktsam good tru då insurance scheme lasted given. Funding which is illegal transferred from the entity, or selection in amounts corresponding value of the funds shall immediately harks back to the company. Whoever on behalf of the company has made or approved ein illegal disposal, is responsible for the rules in § 31 subsection.
§ 34. Give to Wikipedia
(1) Annual Meeting may decide to give appropriate gifts, and moreover, gifts for cooperative purposes or charitable purposes that are reasonable physician utfrå purpose gåva, the position of the company and circumstances elles. The right to give gifts may delegate to the board or pick another organ.
(2) The Board may at the same purpose give gifts that have little to say in relation to the position of the entity.
Chapter 5. Annual Meeting oa
I. General rules
§ 35. Greyhound AGM has the topmost authority of the entity.
§ 36. Admitted. Proxy
(1) All members are entitled to attend the annual meeting. A member may appoint a proxy by own choice, unless this Statute says that members not to attend by proxy. No one can be a proxy for more than one member, but which several plant has a membership together, can they have matching proxy. Meeting court can not delineate the Statute in any other way than that which follows from § 37.
(2) The Clerk shall enclose submitted in writing and dated. If full power is presented by means of electronic communication, it should be useful ein with sound method to authenticate the sender. Full The power will only apply to the first forthcoming annual meeting if it does not go clearly seen clear that something else is meint. The member may at any time revoke full power.
(3) Where a member can bring ein adviser, as the annual meeting may give the right to speak. The first sentence can fråvikast statutes.
§ 37. envoy
(1) In countries deck duck enterprises or enterprises with more than 100 members, the statutes may decide that members shall be represented by envoys at the AGM. It shall then be set out in the statutes how envoy should choose, whether to choose alternate members for these, and how long valperioden will be. Valperioden can not be longer than four years. Berre members may be envoys.
(2) Provisions of the law that vedkjem members, debt equivalent to the posting so far dei hooves. Members who are represented by envoys, have ordinary member rights and membership obligations so far not something else follows from the Act. Equated with members who are represented by envoys, Fiskars or organizations of Fiskars, ref. Fish Sal tier Act § 4.
(3) envoy can not be represented by proxy, but each shipment can bring ein adviser, as the annual meeting may give the right to speak. The first sentence can fråvikast statutes.
§ 38. Røysterett
(1) Where a member has an's voice at the annual meeting. A member may, moreover Royster as an agent for an alternate member. People who have ein membership together, can only provide an's voice.
(2) The statutes may contain plementary provisions that members may have several Røyster if Royster is distributed on the members according to their reaction with the entity. In secondary cooperatives can Statute, moreover, decide that Royster is distributed by member tala or geographical tilhøyrsla to primærsamvirka. A member can not carry a considerable fleirtal of Royster entity.
§ 39. Disqualification by røysting at the AGM No one can self or by proxy, that proxy or as envoy Royster at the annual meeting of lawsuits against one's self or whether s native liability to the entity, and neither are you about lawsuits against others or if responsibility for others opposite entity if the member, proxy or transmission has a substantial interest in the matter which may conflict with the interests of the enterprise.
§ 40. Admitted, obligation for paper will
(1) Controlling owner and shop manager should be to constantly meeting. By legitimate absence must be pointed out someone to meet instead. Other board members may be to constantly meeting.
(2) board members and shop manager has the right to speak at the annual meeting.
II. Annual meeting
§ 41. Annual Meeting
(1) The entity shall holding annual meeting within six months after the end of the quarter rekneskapsår. Enterprises that have not accounting obligation, the holding annual meeting ein gong fourth calendar year.
(2) The annual meeting will take up and be decided cases by law or statutes hear during the annual meeting. In enterprises with accounting obligation for accounting Act requires the annual meeting to approve the annual accounts delivered and annual report, medrekna disposal of årsoverskot.
(3) Documents mentioned in the second paragraph, second sentence and a possible revision notification shall at the latest a wick before the annual meeting be sent to all members with known address. The statutes can set ein later deadline. The statutes may decide that documents only to be sent to members who request it, or that the documentation can be done to members of anna with sound than by courier. Notice of Annual General Meeting must give notice about how members can access the documents. Members shall be represented by envoys at the meeting, ref. § 37, it is enough to send documents to the envoy, if not Statute win something else.
§ 42. Extraordinary Annual Meeting
(1) The Board may convene an extraordinary general meeting. The statutes may decide that other body should be able to have ein such a right. Statute of EiT primary cooperatives may decide that the board of secondary cooperatives should be able to convene an extraordinary general meeting.
(2) The Board shall convene an extraordinary general meeting when auditor or at least ein tenth of the members demand it in writing to get taken up, a clean given topic. The Board shall ensure that the annual meeting are held innan ein monthly demand being set up. The statutes may decide that the Board shall also be obliged to convene an extraordinary general meeting for incitement from other than those referred to in the first sentence.
§ 43. Decisions of the Annual Meeting without personal attendance
(1) But from a company which has fewer than 20 members, the Board may enclose forward a case to the decision-making of EiT annual meeting which are held without personal attendance. This debt only if the board finds that the matter be properly dealt with by being submitted in writing to members of the decision-making.
(2) The Board shall forward the case documents with resolutions and rationale behind the proposal to all members with known address, and the shop manager and accountant. The deadline to vote should be disclosed. It can not be shorter than the deadline for convening the annual meeting, if not all members are our joint about ein shorter deadline. Members shall be done notables that they may require that the case be submitted to EiT annual meeting which are held by personal attendance.
(3) The provisions of the law on meeting debt equivalent as far dei hooves. The result of cairn tinga shall harks into meeting minutes, which shall date raged, signed by board leader and the transmitted to each Member. Gitte Røyster with the head of the case shall be attached by the Protocol.
(4) Saka shall be presented to the annual meeting EiT which are held by personal attendance if this becomes itself requires of ein director, ein member or auditor by the deadline to vote in writing.
III. Notice of Annual Meeting
§ 44. Who to call in
(1) The annual meeting shall be called by the board or of the body that statutes stipulate.
(2) If the board or the organ bylaws stipulate, not invoked the annual meeting to be hald by law, statutes or previously resolutions at the AGM, the court do this resourcefulness if it gets itself requires of ein director, shop manager, accountant or ein member of the firm. Has the entity representatives, may leader and of the Supervisory Board health service forward EiT such claim. The enterprise will cover the expenses.
§ 45. Staden AGM The AGM shall Haldane of the municipality where the company has its registered office, if not the Statute stipulates that it can or should Halder at ein or more second given capitals. The annual meeting may Haldane some other location if it is needed in the special grounds.
§ 46. Requirements for convening
(1) All members with known address shall have a written notice stating the time and location for the meeting. Members shall be represented by envoys at the meeting, ref. § 37, it is enough to send summons to the envoy.
(2) Notice of meeting shall be sent so that it is usual komen forward at the latest a wick before the meeting shall Halden, though it not yet been established ein longer time limit in the statutes. Such a Statutory cause local oral traditions does not apply to the notice pursuant to § 42, second paragraph.
(3) The notice shall state clearly dei cases meeting shall discuss. Proposal for amendments can be incorporated into the summons. The Board shall make proposals to the agenda in accordance with the law and statutes.
§ 47. Right to have matters up at the AGM A member is entitled to get taken up issues at the annual meeting. Any issues must be reported in writing to the Board in good time so that they can be put on the agenda. The notice already send, it will be sent a new notice if it can come up at least a wick before the annual meeting shall Halden.
IV. Meeting Rules
§ 48. Opening of the meeting. Meeting Leader
(1) Controlling owner or the Board pinpoints out, opens the annual meeting. Is the statutes who should be meeting owner or pick another organ than the annual meeting shall choose meeting leader and, ref., Second sentence, opens meeting leader and the General Assembly. Did the district court convenes annual meeting, the court pointing out the to Open site plan meeting. The decision from the district court can not ankast.
(2) The annual meeting shall select one meeting owner, as longer required to be a member or dispatch. The statutes may lay down who should or could be meeting owner, or pick another organ than the annual meeting shall choose meeting leader and.
§ 49. List of members at the meeting Whoever opens the meeting, shall before the first røysting draw up a list of dei members who are present either personally or by proxy. If someone of the members have more than a's voice, it must be stated list how many Røyster these features. Lista be new to it needed to be altered by the General Assembly.
§ 50. Matters Outside the main agenda
(1) Matters not notifiable to members pursuant to the rules for convening the AGM, can not be decided without that all members of the undertaking samtykkjer. Members represented by distribution, it is enough that all envoys samtykkjer.
(2) That case is not stated in the notice, preventing not that:
The annual meeting determines matters that by law or statutes are dealt with at the meeting,
The annual meeting determines proposals for an investigation under § 59 subsection
It gets resolved to convene a new meeting to be decided presentations that are made in the meeting.
§ 51. the Information Duty of paper will
(1) A member may require that board members and shop manager at the annual meeting provides accessible illumination on Relation that can innverke on assessment of:
Approval of the annual accounts delivered and annual report, possibly anna accounting for the enterprise,
Matters presented to the members for decision-making,
The economic position of the enterprise, medrekna its activities in other saman final payment by the enterprise takes part in, and other matters that meeting shall take up, whether they illumination as Students must receive may givast without too much damage to the enterprise.
(2) members represented by envoys, can only demand a dispatching such illumination.
(3) If the paper will not reply to the annual meeting because it must be retrieved into the Information shall be lagast written reply within two weeks after the meeting. The answer must be sent to all members with known address or in any other appropriate manner undone available to members. Written answers should always be sent to the members who has requested to receive illumination. Other members have for location request is entitled to receive the answer. Were members represented by distribution, it is enough to reply to all emissaries.
§ 52. Minutes
(1) Meeting owner shall ensure that it is passed protocol for the annual meeting.
(2) Decisions of the Annual Meeting to be incorporated into the protocol together with illumination about røystetal. The list of those who have met, cf. § 49 shall be admitted into or be attached by the Protocol.
(3) Meeting owner and least dockable person meeting shall select from among those who have to constantly be writing under the Protocol. The minutes shall Haldane available to members of the entity and shall be admitted with sound care of.
V. Fleirtal Requirements oa
§ 53. Record fleirtal requirements
(1) An resolutions at the AGM requires fleirtal of dei Royster given, if not anna stipulated in the Act. Standing's voice talet alike, debt the meeting leader and align themselves with, whether or meeting leader and not have røysterett. Blank Røyster being equated with Røyster as not given.
(2) When val or recruiting staff, the person who gets the most Røyster, deemed to be violence or add. The annual meeting may be decided in advance that it will cairn key again if no one gets fleirtal of dei Royster given. Standing's voice talet alike, the Decision made by drawing lots.
(3) The statutes can set other decisions demands than those that follows this section, and other rules about consequence of equal røystetal and shiny Røyster.
§ 54. Amendments
(1) Annual Meeting may decide to amend the Articles of Association with two-thirds of dei Royster given. The statutes can set more stringent resolution requirements.
(2) Statutory Changes that involve
Significant changes of purpose provisions,
More tyngjande issue rules for the members,
Sharpening the obligation to acquaint innskot entity,
Introduction of sales obligation with the entity or significant tightening of such obligation, or
Restrictions in the right to withdraw,
Requires approval from at least four fifths of dei Royster given.
(3) Will it be done Statutory changes as mentioned in the second paragraph, can ein member who has your voice contrary, withdraw from the company pursuant to the rules of § 24 first paragraph, concerning notification is given at the latest ein monthly by the decision. The first sentence does not apply to members who have Vore represented by envoys.
§ 55. Misuse of greyhound annual meeting can not do anything resolutions that are fit to provide certain members or other ein unreasonable advantage to the detriment to other members or entity.
VI. Lawsuit on invalid decisions
§ 56. Who can bring an action on invalid decisions Ein member of the enterprise, ein director or shop manager can bring an action alleging that an adoption of the annual meeting is invalid because it was made unlawfully or in otherwise contrary to the Act or Statute of the enterprise. Such proceedings may also be brought by EiT fleirtal of the employees or alternatively by fagforeiningar which organizes two-thirds of the employees.
§ 57. Deadline to bring proceedings
(1) Proceedings pursuant to § 56 of that an decision is invalid, travel within three months after the decision is made. Elles's decision valid. If the decision was made outside of the meeting are deadline reckoned from the date the protocol lasted sent to members.
(2) The provisions of the first paragraph does not apply when
Decision is of such a kind that it is not can be done self consent of all members,
Law or ordinance requires certain members or all members must consent to the adoption, and such consent not given,
It is not is Overdue annual meeting, or rules for summoning has Vore put materiality aside
Lawsuit has been filed innan two years after the end of the deadline in the first paragraph, and the district court Going to the saksøkjaren had reasonable grounds to fristforsøminga, and that it would lead to EiT open bert unreasonable result of the decision should be deemed to be valid.
§ 58. Dom invalid decisions
(1) A judgment which states that an adoption of the annual meeting is invalid, or that alter the decision, the blatant effect for anyone who has the right to bring an action under § 56. | ||
(2) The judgment can only go out on the change of the decision if it is subject to the claim, and the court can determine what content the decision should have had.
(3) If the decision was notified to the Register shall judgment be reported and records raged there. Firm asks expenditures.
§ 59. Presentation for an investigation
(1) A member may make proposals for an investigation of Staple or managing the undertaking or issue further given conditions by authorities are on or accounting. The presentation can be done in EiT annual meeting or on an annual meeting where it emerges from convening a case of such investigation shall be admitted.
(2) Is the presentation endorsement from at least ein tenth of dei members in attendance at the annual meeting, may each member innan ein monthly after the annual meeting requiring disclosure of the district court at orskurd tek decision-making for an investigation.
§ 60. A decision in court
(1) The court shall take to follow a claim under § 59, second paragraph for an investigation if the court believes that it has reasonable grounds.
(2) Before being taken decision-making, the court will derive and in case the investigation elles will include, an opportunity to express themselves.
(3) The court shall appoint ein or more spruce wizards. The stipulated that the auditor Audit Act §§ 4-1 to 4-7 and § 5-2, subsection, debt equivalent to spruce karane. Dei has a duty of confidentiality by the same rules as auditors, cf. Audit Act § 6-1.
(4) The court shall establish Remuneration for spruce karane. The costs of the investigation will berast of undertaking. The court may decide that the company shall deposit choose a gradient sum in advance.
§ 61. The investigation report
(1) Gran Karane shall provide a written report on the investigation to the district court.
(2) The court shall convene the annual meeting for consideration of the investigation report. The report shall be sent to each member with known address so that it normally will have arrived at the latest a wick before the meeting. Members shall be represented by envoys, cf. § 37, it is enough to send the report to dispatch.
VIII. Supervisory and Control Committee
§ 62. Representatives
(1) If stipulated in the statutes that the company shall have a supervisory board, supervisory board shall choose the AGM. Board Member, shop manager and auditors can not be members of the Supervisory Board.
(2) The Supervisory Board shall supervise the purpose of the enterprise is Promoted in accordance with law, and the decision of the annual meeting, and otherwise perform tasks that are laid down in the statutes.
(3) The articles of association may set more detailed procedural rules. If the statutes do not win something else, debt rules concerning procedures of the Board so far dei hooves.
§ 63. Control Committee
(1) If stipulated in the statutes that the entity should have control committee, the Control Committee shall choose the AGM. Director, head of the supervisory board, shop manager and auditors can not be members of the Audit Committee.
(2) The Audit Committee shall supervise its activities of the company and make certain that the undertaking Satisfying laws, regulations, terms, regulations and decisions as a body in the enterprise has done. The Audit Committee may take up all matters in undertaking the treatment.
(3) The Audit Committee may always demand a getting submitted records and documents of the company and may require that the Employee representatives and adding gives dei illuminates the Committee believes are necessary to enable it to discharge the duty.
(4) If the entity is EiT parent EiT Group, cf. § 5, the statutes may decide that the second and third paragraphs shall also apply in relation to wisps enterprises.
(5) The articles of association may set more detailed procedural rules. If the statutes do not win something else, debt rules concerning procedures of the Board so far dei hooves.
Chapter 6. leadership by undertaking
I. Requirements for control and shop manager. Val of control, tenestetid oa
§ 64. Board
(1) The entity shall carry a considerable control of at least three members, unless this Statute says that there should be two. Berre authoritative persons may be steering members.
(2) The Board shall choose board leader and if not annual meeting have made it, or if it is not done by EiT Statutory festa enterprises organ whose statutes have greyhound to choose board leader and.
§ 65. shop manager
(1) The institution shall have ein shop manager about not Statute win something else.
(2) The Board shall tilsetje shop manager unless this Statute says that a seperate Statutory festa body must do so.
§ 66. Choice of board members
(1) Members of the board are elected by the Annual Meeting, which also decides whether it should choose alternate members. Board has two members, must choose at least ein deputy.
(2) Subsection not apply board members as those employed in the enterprise should choose according to § 67
(3) The articles of association may set other than the annual meeting shall have valretten first paragraph. The annual meeting will still choose more than half of the board members, if not valretten being transferred to EiT Statutory festa enterprises organ. Valrett can not be transmitted to the Board or to ein director.
§ 67. Right of employees to choose board members
(1) In undertakings with several than 30 employees can EiT fleirtal of the employees demand a that ein director and ein observer and deputy members will choose by and between the employees.
(2) In enterprises with several than 50 employees can EiT fleirtal of the employees demand a that up to ein third and at least two of the board members and deputy members shall choose by and between the employees.
(3) In enterprises with several than 200 positions will have the employees select one director and an alternate or two observers and deputy members in addition to the representation follows from the second paragraph.
(4) Regulations under the Companies Act § 6-4 fourth paragraph debt equivalent to val under this section so far dei hooves.
§ 68. Right of employees to choose board members in executive and federative cooperation
(1) When an undertaking belongs to a group, the group facility and a fleirtal of the employees, or the group and ein or several local fagforeiningar as encompassing EiT fleirtal of the employees in the group, enter into a written agreement that the employees in the group using § 67 shall be deemed to be employees of the undertaking.
(2) When an entity question belongs EiT group, and it is not the opposition an agreement under subsection King may, upon application from the group, EiT fleirtal of the employees or ein or several local fagforeiningar encompassing EiT fleirtal of the employees in the Group , decide that the employees in the group using § 67 shall be deemed to be employees of the undertaking.
(3) The first and second paragraphs debt equivalent When an entity question belongs a group of undertakings which are linked together through cigar interests or consistent leadership, medrekna federative cooperation.
(4) The King may decide that this section only apply to parts of a group, EiT federative cooperation or implications of another group that committee in the third paragraph.
§ 69. Requirements for representation of both sexes on the Board
(1) In the board of cooperatives with more than 1,000 members at the time of option board members occurs both sexes shall be represented on the follow way:
Board has two or three members, both sexes shall be represented,
Board has four or five members, will fourth sexes be represented by at least two
Board has six to eight members, the fourth sexes be represented by at least three
Board has nine members, the fourth sexes be represented by at least four, and the board has several members, the fourth sexes be represented by at least 40 percent.
The rules in paragraphs. 1 to 4 debt equivalent by val of deputy members.
The provisions in the first sentence, no. 1 to 5 does not apply if select any of the sexes constitute less than five percent of the collected count of natural persons who are members of the undertaking at the time valet happens.
(2) The first paragraph no. 1 to 5 encompassing not control members to choose between those employed under § 67. When to choose two or more board members as mentioned in the first sentence, both sexes be represented. The same applies to deputy members. Second and third sentence does not apply if select any of the sexes constitute less than 20 percent of the collected count of employees in the undertaking at the time valet happens.
§ 70. Tenestetid for board members
(1) Control Medlemmar makes teneste in two years. The statutes may teneste time SetJ shorter or longer, but not for more than four years. Shorter tenestetid may be set out in supplementing cool.
(2) of Service Tida shall be deemed from the valet if not anna stipulated. The goods out the annual meeting that year teneste era is ending.
(3) Even though occupational era has ended, the members are entitled to keep standing in the office adds a new member is elected.
(4) The first and second paragraph does not apply ein director who is elected in accordance with § 67, ref. § 68.
§ 71. Departure and avsetjing before teneste time is finally
(1) A board member is entitled to resign before teneste time ends if it is in particular due to it. The board and the management have directors shall have a reasonable period of advance notice.
(2) A director may avsetjast of those who have elected directors. It does not apply ein director who is elected in accordance with § 67, ref. § 68.
§ 72. Supplementary Sval
(1) Cast enlisted for ein boards away prior occupational era has ended and there is no material deputy, the rest of the board whining for val of new board member for the remainder of occupational time. The same applies if ein director being banned from legal capacity or are seen in bankruptcy under the Bankruptcy Act §§ 142 and 143.
(2) Located valet during the annual meeting, it can wait until the next annual general meeting if the board framleis quorum.
§ 73. Vara member and observer provisions of the Act governing Board members debt equivalent to deputy members and observers as far dei hooves.
§ 74. Remuneration Any Remuneration to Board members, deputy members and observers shall be set out by the General Assembly. By bankruptcy bind right Remuneration away from bankruptcy Opening.
§ 75. Requirements for Housing
(1) shop manager and at least half of the board members must be resident in this country, if not the King makes exemption in a eins source case.
(2) Subsection not apply state nationals of states that are party to the EEA agreement, when they are resident in ein such a state.
II. Tasks for paper will. Procedural oa
§ 76. management of enterprise
(1) management of the enterprise belong under the Board. The Board shall ensure proper organization of its activities.
(2) The Board shall as far as is needed in, lay down plans and budget for its activities. The Board may also lay down guidelines for its activities.
(3) The Board shall holding abreast of the financial accounting for the entity and shall ensure that it is passed adequate control of its activities, accounts or fortune authorities are on.
(4) The Board may imple- ment dei investigations as it believes the need to perform their tasks. The Board shall imple- ment such surveys if ein or more of the committee members so demand.
§ 77. Supervision Responsibilities of the Board The Board shall oversee the daglege paper will and its activities in the enterprise elles. The Board may set guidelines for the daglege paper will.
§ 78 are daily leadership
(1) shop manager will be responsible for the daglege paper will of its activities in the enterprise and shall follow dei guidelines issued by the Board.
(2) The paper will daglege encompassing not matters for conditions in the enterprise is of unusually kind or Much to say.
(3) shop manager may otherwise be decided a case under authorization from the Board of quartz INDIVIDUAL cases or when there is a significant disadvantage for the company to wait for board decisions. The Board must be notified of Decision resourcefulness.
(4) shop manager shall ensure that the accounts for the entity complies with laws and regulations and that asset management policies rectify ein satisfactory manner.
§ 79. Duties of the shop manager to the Board
(1) shop manager shall at least each fourth monthly, at a meeting or in writing, provide the Board notice of its activities in the enterprise, accounted for enterprise and profit development.
(2) The Board may at any given time requiring disclosure of the shop manager gives the board a more detailed study on specific issues. Where Director may also demand a so Thesis.
(3) The provisions of subsection may fråvikast statutes.
§ 80. Mutual disclosure obligation in executive and federative cooperation
(1) The Board of EiT wisps company to provide the board of the parent illumination required in order to assess stood firm and the results of its activities in the group.
(2) the parent shall notify the Board of EiT wisps company on matters which may have something to say for a total group. Parent shall also notify the board of dots company about decisions that may have something to say for Dotter company, before before finally a decision is made.
(3) The provisions in the first and second paragraphs debt equivalent as far dei appropriate for undertaking in federative cooperation.
§ 81. Kravsmål about debt and bankruptcy proceedings
(1) Kravsmål about debt negotiation or bankruptcy proceedings for the company can just sit up off the board.
(2) The board represents the enterprise as konkursskyldnar.
§ 82. Procedural Board
(1) The Board shall consider the issues in the face of not controlling leader and believes that the case can be submitted in writing or be admitted in any other satisfactory manner. Annual accounts delivered and annual report, the Board shall treat in the face.
(2) Control owner shall ensure that the board members furthest advice may be on an overall consideration of matters are dealt with without meeting. Board members and shop manager may require procedural meeting.
(3) Controlling owner rents case processing. Is korkje board leader and deputy leader and or with, well board ein owner for controlling the treatment.
(4) shop manager has the right and duty to take part in proceedings in the Board and to make a statement, if not anna is issued by the Board in each INDIVIDUAL case.
(5) The provisions of this section may fråvikast statutes.
§ 83. Requirements for Board consideration oa Steering owner shall ensure that relevant matters belonging under the Board. Board members and shop manager may require that the board takes up specific cases.
§ 84. PREPARATION matters and notification
(1) shop manager will learn board matters in consultation with the board leader and. All matters will learn and be presented so that the board has EiT satisfactory basis for the treatment.
(2) Board matters are notified in expedient manner and with the required deadline.
§ 85. Rules of procedure
(1) In enterprises where the employees have representation on the board, the board shall lay down ein board, which provides more detailed rules about its work and procedures.
(2) The instructions shall among other things contain rules about what matters are dealt with by the board, and about what arbeidsoppgåver and duties shop manager has to the board. The instructions shall also contain rules for notice and treatment in the face.
(3) The King may issue regulations concerning the rules of procedure.
§ 86. When the board can take decisions
(1) The Board may take decisions when more than half of the members is to permanently or are involved in case processing, if not other requirements are stipulate in the statutes.
(2) the Board may not take decisions without all the board members, as far as possible have been given the opportunity to participate in the treatment of the case.
(3) Have someone maturity, and the fine-deputy, the deputies called in.
§ 87. Record fleirtal requirements
(1) An board resolution requires fleirtalet of dei board members who are involved in the treatment of a case, have your voice for. Standing Royster-liked debt the meeting leader and have your voice for. Those who have your voice for EiT presentation entailing an amendment must nevertheless always utgjere more than one third of all board members.
(2) Other resolutions requirements may be set out in the statutes.
§ 88. Fleirtal Requirements val and recruiting
(1) By val and recruiting the management or add to receive most Røyster. The Board can in advance decide that it should cairn key again if no one gets fleirtal of dei Royster given.
(2) Represents's voice talet liked by val of chairman of the board or meeting owner, the valet decided by drawing lots. In other cases where Royster tie, debt the meeting leader and have your voice for.
(3) Other decisions requirements may be set out in the statutes.
§ 89. Disqualification
(1) A director must not be included in the treatment or Decision of questions that have so Much to say in particular to the directors or the member must be deemed to have a clear personal or financial interest in saka. The same applies for shop manager. By Decision of whether someone is connected according to this provisions, debt equity Act § 1-5 first paragraph equivalent.
(2) A director or ein shop manager must also not be included in the treatment of a case for a loan or some other credit to one's self or on welfare donation for your own debt.
§ 90. Abuse of position in the enterprise oa
(1) The Board and others required by §§ 92 to 94 representing the undertaking, must not do anything that is fit to provide certain members or other ein unreasonable advantage to the detriment for other members or entity.
(2) The Board or shop manager must not by comet something resolutions at the AGM or pick another organ where the decision conflicts with law or ordinance.
§ 91. Control Protocol
(1) There shall harks Protocol override issues that at least provides illumination on time and confirmed, participants, procedure and control decisions. It should proceed that case processing satisfy the requirements of § 86
(2) Is not the board resolution samrøystes, shall state whether know who has your voice for and against. Board member and shop manager who does not have our joint EiT decisions may require notion say introduced into the protocol.
(3) The minutes shall be printable under Board Members have Vore with the control treatment. The Board has at least five members, and decisions made in the meeting, the Board may choose two to sign. In that case, the print be sent to all Board members with deadline for comments, in which case you may be required adopted for the protocol.
III. Relation rowing out
§ 92. Representation Board representing the company were rowing and drawing the crop enterprises namnet.
§ 93. Authorisation to draw enterprises namnet
(1) The Board may give board members, shop manager or names given adding the right to draw enterprises namnet. Such authorization may also be set out in the Statute, which also can limit the authority board has to give the right to draw enterprises namnet.
(2) The right to draw enterprises namnet can anytime be called back. The Board may revoke a statutory authority when ein not without harm to the firm can wait for decision of the AGM.
(3) The provisions of shop manager in § 89 debt equivalent for ein undertakings drawing the crop that do not have shop manager or board member.
§ 94. Representation by shop manager shop manager representing the company were rowing in matters concerning the daglege paper will.
§ 95. Over projections Ding greyhound Have someone representing the company pursuant to the rules in §§ 92 to 94, at the disposal on behalf of the entity gone beyond his greyhound, the transaction shall not binding for the company when the company well by works that the contracting party knew or should have understood that the government lasted exceed, and it would be contrary to Heider and good tru as to warrant making the disposition debt duck.
§ 96. Manglar by val of director or recruiting of shop manager After val of director or recruiting of shop manager is registered in the Company Register, the deficiencies in the valet or her appointment not be undone debt duck facing ein third, if not undertaking well invert third person know of the defect.
Chapter 7. Revision
§ 97. Choice of auditor
(1) In undertakings under the auditing by the Audit Act, the AGM select one or more auditors and may select one or more vararevisorar.
(2) The AGM shall approve Remuneration to the auditor.
§ 98. Loss of mission
(1) The auditor makes occupational until dockable auditor is elected.
(2) Cast assignment for auditors away before teneste period is over, the board without ceasing whining for val by someone new auditor. The same applies if the auditor no longer fulfills the conditions for being able to choose the auditor of the entity.
§ 99. Nyval auditor
(1) The annual meeting may only choose new auditor having said in the notice that it will be made presentations about nyval. The auditor has the right to explain his views on the presentation of the annual meeting.
(2) Has the annual meeting faulted presentation about nyval auditor may ein tenth of all members innan ein monthly after the annual meeting requiring disclosure of the district court at orskurd appoint ein auditor in addition to other auditors in the company. The request shall be admitted to follow if it has reasonable grounds.
(3) The court stipulates tenestetid and Remuneration for auditors by the court oppnemnt. The auditor would quit before teneste time is up, it shall givast reasonable period of advance notice to the district court.
§ 100. Audit Records The auditor shall provide audit reports to the annual meeting of the fourth rekneskapsår. Auditing The message should be board at at the latest two weeks before the annual meeting.
§ 101. The auditor participates at the annual meeting auditor must attend the annual meeting when it will be treated cases makes this necessary. Beyond this, the auditor entitled to attend the annual meeting.
Chapter 8. Merger
§ 102. Merger Omgrepet
(1) Amalgamation of cooperatives are covered by the rules on mergers in Chapter When an cooperatives (transferor duck enterprises) shall assign s native manageable groups, rights and guilt expenses under one-to pick another cooperatives (the acquiring company) and membership in the transferor duck entity shall bytast the membership in the acquiring entity.
(2) the acquiring undertaking may be an existing entity or selection in enterprises that are incurred through the merger.
§ 103. Decision on merger
(1) In the fourth cooperatives are decisions on mergers made by the Annual General Meeting approves ein merger plan, re. §§ 104 and 105.
(2) A decision on a merger is done with fleirtal such amendment. If the merger means that members of EiT transferor duck or the acquiring entity is entitled ein larger share of dei re verande funds collected by resolution,, Students must receive four fifths fleirtal of dei Royster provided in the business of the enterprise. Decisions in the second sentence can only be done if there are reasonable grounds for it, and requires approval from the Foundation Authority. Conditions may be set in a such approval.
(3) The articles of association may set stricter resolution requirements than what follows from the second paragraph.
§ 104. Merger Plan
(1) Styra in dei present taka to merge shall prepare and adopt ein match merger.
(2) Merger Plan shall at least contain:
Entity names for the badgers, business districts, addresses and ID number
From what time transactions in the transferor duck entity accounting purposes shall sjåast to be made for contraction of the acquiring company,
The compensation to be ytast members to it or dei transferor duck the taka, medrekna resample on an any consideration beyond membership in the acquiring entity (cfr. § 106)
Conditions for the exercise of rights as a member of the the acquiring entity and the introduction of the register of members,
What rights members with special rights in it or they transferor duck the roof shall have at the acquiring company,
Special rights or benefits as members of the board or shop manager to get the merger,
Draft opening up the balance for the the acquiring entity. Opening balance is to be set in accordance with the current accounting rules. For enterprises that are audited entity by the Audit Act shall ein chartered or certified accountant provide a declaration of provisional that balance is set up in accordance with these rules.
(3) If the acquiring company is an existing undertakings, the merger plan contain any proposals to the Statutory changes in the acquiring entity. Will it be the acquiring entity formation by merger, the plan shall instead contain proposals for stapling instrument of the the acquiring entity, re. §§ 8 to 10
(4) merger plan may set that the acquiring company will take over managing the it or dei transferor duck the roof as soon as the merger plan approved by all present taka which is on the merger. Eige Delane and cases of it or they transferor duck the roof shall then Haldane åtskilde merger is seen in the works.
§ 105. Annex to the merger plan as an appendix to the merger plan will follow:
Statute of the transferor duck and the acquiring company,
Last accounts, annual reports and audit reports for those present taka which is involved in the merger and who have accounting and auditing duty.
§ 106. laying down payment requirements
(1) Where a member of the transferor duck institution should the merger be assigned ein membership in the acquiring company, or get increased an eventually share mind bulkhead if the deceased is a member of the the acquiring entity at annual meeting the transferor ande company articles of association, merger plan. Any consideration beyond this will be distributed among members on the basis of their rock share in turnover of the undertaking over the past five years. The statutes may set dockable period than five years, still not under one year. Additional Consideration chronicled in the second sentence, can ford cargo on the basis of members say turnover with it the acquiring entity in ein transition period who can not be longer than five years.
(2) unite the merger consideration to members of the transferor duck undertaking must not stand in mishøve to dei values as the transferor duck entity has applied it the acquiring entity in the merger.
§ 107. Report on the merger when the merger plan is completed, the board of quartz must prepare a written report about the merger and what it will impact your company. The report should explain grunngivinga for the presentation of merger dei main viewpoints located basis for laying down the compensation and what the merger will have to say for the employees of the entity.
§ 108. Evaluation of the merger plan
(1) In undertakings is audited entity by the Audit Act, the Board whining that it gets worked out a study on the merger plan. In Thesis board must give reasons and affirm that the merger will not be in breach of the requirement to sound professional eigenkapital in § 25, and that the merger consideration is determinable in accordance with the provisions of § 106.
(2) Thesis shall affirming ein chartered or certified accountant. Stadfest Inga must be the earliest dated eight weeks before the annual meeting decision on a merger.
§ 109. Relations with the employees
(1) Employee representatives in dei present taka to merge shall have information and have the right to discuss in accordance with the rules of the Working Environment Act § 16-5.
(2) merger plan with appendices and the report from the Board shall always be done known for the employees in the taka. It can happen by means of electronic communication, yet so ein add that request it, to access documents in hard copy.
(3) Incoming font doctor declaration of provisional from the employees or representatives deira should be a part of legal documents by the Furthermore, the treatment of the merger plan in the enterprise.
§ 110. Message to members
(1) Seine four weeks before meeting shall discuss the merger plan, it should be sent a message to members of illumination about the most important consequence ein merger will have on them. If members EiT transferor ande shall receive compensation beyond membership in the acquiring entity must message contain an overview of how much each INDIVIDUAL member shall receive in compensation.
(2) In the message, the members shall be done noticeable same in that they by location request is entitled to receive the merger plan with attachments, report and statements, all from the board and any declaration of provisional from the employees or representatives deira. If ein member asks to receive these documents must dei be sent to the member without undue residence.
§ 111. the Information Duty Board of EiT transferor ande shall provide illumination for its annual meeting and to override the other undertakings that are involved in the merger, about significant changes in a given manageable groups, rights and fault costs that have found confirmed in time between under a drawing of the merger plan and the treatment of the merger plan at the annual meeting. If the acquiring company is an existing entity, the Board of this an equivalent disclosure obligation.
§ 112. Application to the Foundation Authority
(1) Where any merger decisions require approval by the Foundation Authority (cfr. § 103, second paragraph), the application for such approval at the earliest be sent when the annual meeting of all the roof which is on the merger, has made their decision on a merger.
(2) The application must contain the merger plan with appendices and the report from the Board. Those who have your voice opposed the merger, will have the opportunity to acquaint brief account of the main viewpoints are in an appendix to the application.
§ 113. Notification to the Register
(1) Seine ein monthly once the merger is adopted by all those present taka which is involved in the merger, the fourth enterprises report their decisions to the Register.
(2) Where any merger decisions require approval by the Foundation Authority (cfr. § 103, second paragraph), shall be taka not report their decisions before approval is given, and the deadline for complaints management Act is there, or the Ministry has taken a decision in the appeal case. The deadline to register the decision is ein monthly after the appeal deadline is over ethene or ministry has taken a decision in the appeal case. Approval shall be attached by the message to business enterprises.
(3) If the decision was not notified to the register by the deadline in the first and second paragraph, registration not find stad. The decision then of no longer binding. The same applies for registration are denied because of errors that can not be right.
§ 114. Notices to creditors business enterprises shall announce take decisions on mergers in the Brønnøysund Register Centre's electronic Announcement publication and notify creditors of the entity that motsegner the merger must be reported to the deceased enterprises within six weeks from Announces Inga.
§ 115. Motsegn from creditor
(1) If ein creditor with indisputable and mature claim kernel with motsegn by the deadline under § 114, the merger not be performed before the claim is paid.
(2) A creditor with a disputed claim or claims do not have decay, may require adequate social security for the claim if there is no secured so from before. The court determines conflicting claim is, and whether the collateral is inadequate.
(3) The court may reject claims for social security after the second paragraph when it is clear that the requirement was not, or that the prospect of coverage not become poorer because of the merger.
(4) Kravsmål about decision-making in the district court must be set up innan two weeks after the creditor itself requires payment or annuity giving.
§ 116. Iverksetjing merger
(1) When the deadline for motsegn under § 114 is there for all the roof which is on the merger, and Relation to creditors who have arrived with motsegn under § 115, is settled, shall EiT transferor duck enterprises notify the Register of Business enterprises on the merger are given effect. If the acquiring company is an existing entity may instead this undertaking notify iverksetjing.
(2) Even if the relationship with the creditors who have arrived with motsegner under § 115, not been clarified, can the court after kravsmål from the undertaking requirement debt, adopt the merger can through harks and be reported to the Register.
(3) Iverksetjinga merger happens on entering the message after the first or second paragraph. Iverksetjinga have follow distortion effects:
It or dei transferor duck the taka is oppløyste,
That the acquiring entity is established and registered, or they unite proportion minds sheet home in the enterprise is increased,
Members in it or they transferor duck the badgers have been members at the acquiring company,
It or dei transferor duck the taka has transferred s native manageable groups, rights and fault costs to the acquiring company,
Second distortion effects that follows the merger plan.
(4) the acquiring company shall keep accounting material and books from it or they transferor duck the roof in accordance with the Accounting Act § 13 at least ten years after the merger is registered. Registered accounting illumination in the acquired entity duck on the merger date shall be able to be reproduced in accordance with the Accounting Act § 6 for at least ten years after the merger is registered.
§ 117. Invalid fusion
(1) Lawsuits alleging that the decision of the company merger shall be declared invalid, must travel before the merger is registered in the Company Register under § 116. Legal action has been filed after the deadline shall be rejected.
(2) If the suit has been filed on that merger is invalid, the court will derive ein deadline of three months to correct the Relation lawsuit build upon.
(3) Dom who knows the decision on merger void, the blatant effect for all of the enterprise.
(4) If the decision on the merger notified to the register under § 116, the court shall without ceasing notify the judgment to the Register, which shall be published judgment on the firm's cost of Brønnøysund Register Centre's electronic Announcement publication.
(5) When the decision to the annual meeting is held invalid, booklets firm solidarity with the others present taka which is involved in the merger, for the sake of costs from the period after the merger would have had blatant effect, and until Announces Inga of judgment under subsection.
§ 118. Merger between cooperatives and heil eigd wisps company
(1) Where any cooperative owns all shares in EiT corporation or public, may have precedence in the taka adopt ein merger plan that is that tufts company gratuitously to transfer s native manageable groups, rights and guilt expenses under one-to parent.
(2) For the implementation of the merger debt stock Act § 13-23 and public limited Act § 13-24 equivalent.
Chapter 9. Fission
§ 119. Fission Omgrepet
(1) Sharing EiT cooperatives are covered by the rules relating to the demerger of this chapter when s native Delane, the rights and skyldnadene the entity will be distributed on enterprise self (the transferor duck entity) and one or more courses the acquiring cooperatives (the acquiring company) and all or nokre by members of the transferor duck undertaking receive membership in one or more of the acquiring dei present taka.
(2) Fission under this chapter opposition also result if the transferor duck cooperative shall opphøyre the demerger, and they unite s native Delane, the rights and skyldnadene the entity will be distributed on two or more the acquiring cooperative against members of the transferor duck undertaking receive membership one or more of these.
(3) An the acquiring entity may be an existing entity or selection in enterprises that are established at the demerger.
§ 120. Decision on fission
(1) Decisions on fission is made by the Annual General Meeting approves ein demerger plan, cf. § 121.
(2) Decisions on fission is done with fleirtal such amendment. If the demerger implies that members of EiT transferor duck or the acquiring entity is entitled ein larger share of dei re verande funds collected by resolution,, Students must receive four fifths fleirtal of dei Royster provided in the business of the enterprise. Decisions in the second sentence can only be done if there are reasonable grounds for it, and requires approval from the Foundation Authority. Conditions may be set in a such approval.
(3) The articles of association may set stricter resolution requirements than what follows from the second paragraph.
§ 121. Demerger Plan oa
(1) The board of the entity to be disassembled, shall prepare and under draw ein demerger plan which at least contains the Information about conditions mentioned in the § 104, second paragraph. In addition, the demerger plan the following information:
Distribution of s native manageable groups, rights and guilt expenses of dei present taka which is part of the demerger,
Distribution of membership and possibly anna consideration of the members of the transferor duck entity.
(2) Where any the acquiring entity is an existing undertakings, demerger plan contain any proposals to the Statutory changes in the acquiring entity. Where any the acquiring entity shall established at the demerger, the plan shall instead contain proposals for stapling instrument of the the acquiring entity, re. §§ 8 to 10
(3) Where a demerger by transfer to one or more courses existing cooperatives shall have precedence in dei present taka who participates, preparing ein match demerger plan.
(4) The provisions of §§ 105 to 110 debt equivalent.
§ 122. the Information Duty Office in an entity to be disassembled, will provide illumination for its annual meeting and the board of an existing the acquiring entity about significant changes in a given manageable groups, rights and fault costs that have found confirmed in time between under a drawing of the demerger plan and the treatment by demerger plan at the annual meeting. The board of an existing the acquiring entity has an equivalent disclosure obligation towards its annual meeting and the board of other companies that are involved in the demerger.
§ 123. Application to the Foundation Authority, notification to the register, notice to creditors, etc. The provisions of §§ 112 to 115 debt equivalent by fission.
§ 124. Iverksetjing oa
(1) The provisions of § 116 debt equivalent demerger, apart from the provisions of § 116 third paragraph, second sentence.
(2) Iverksetjinga of demerger follow distortion effects:
The transferor duck undertaking is oppløyst or exist for the re verande section
It or dei the acquiring the taka is established and registered, or they unite proportion minds sheet home in an existing enterprise is increased,
All or nokre by members of the transferor duck entity are members in one or more courses the acquiring company,
S native Delane, the rights and skyldnadene to the transferor duck enterprise is wholly or partly transferred to one or more courses the acquiring company,
Second distortion effects that follows the demerger plan.
§ 125. Invalid fission The rules invalid merger in § 117 debt equivalent by fission.
§ 126. Distribution of s native manageable groups, rights and fault costs
(1) If it utfrå demerger plan not look up Gjere to lay down what enterprises should s native ein eigedel, this in SAMEIGE between the taka in proportion dei net values present taka is supplied by the demerger. The same applies for other rights than real estate right.
(2) If it appears from the demerger plan not look up Gjere to lay down what undertakings shall be liable for ein skyldnad that had arisen before iverksetjinga demerger, booklets dei present taka which is part of the demerger, solidarity for skyldnaden.
(3) If the entity shall be liable for ein skyldnad after the demerger plan, not meet skyldnaden, booklets dei present taka which is part of the demerger, solidarity for skyldnaden. Heft Inga is still for one quarter of the others present taka constrained EiT amount equivalent to the net value as enterprise lasted supplied by the demerger.
Chapter 10. resolution, etc.
§ 127. Decision on resolution,
(1) Decisions to solve the cooperative being made at the annual meeting with fleirtal such amendment. The statutes may set stricter EiT resolution requirements.
(2) Lie the conditions whose statutes shall incur resolution, by the undertaking, or entity shall be solved as a result of a lovføresegn shall AGM as soon as possible take decisions about resolution, of the entity. The decision is made with fleirtal of dei Royster given.
(3) The annual meeting can not take decisions on resolution, after the company adopted oppløyst by orskurd under § 141.
§ 128. Liquidator and other bodies in undertaking
(1) When the enterprise is adopted oppløyst shall AGM choose EiT liquidator that kernel instead of the board and shop manager. Valet debt indefinitely with ein Withdrawal deadline for members of three months.
(2) The provisions on board in Chapter 6, medrekna rules concerning the right of employees to choose board members, debt equivalent to the liquidation committee.
(3) The provisions on annual meeting, supervisory board and audit committee debt so far dei hooves under liquidation.
§ 129. Notification to the Register of Decisions to solve the undertaking shall be reported to the Register once the liquidation committee is elected. The message should include the Information about members of the liquidation committee.
§ 130. Notices to creditors
(1) Upon registration of the message about resolution, the registrar shall Announces Decision to oppløyse undertaking in Brønnøysund Register Centre's electronic Announcement publication. In Announces Inga be creditors of the company notified that they must file their claims to the leader and the liquidation committee within six weeks from Announces Inga. Name and address of the leader and of the liquidation committee shall be stated Announces Inga.
(2) All creditors with known address shall as far as possible notified separately by the entity.
§ 131. The position of the entity being wound up
(1) When the resolution, is adopted, the entity shall letter, announces payment and other documents enclose the words "in liquidation" to enterprises namnet.
(2) Activities of the company can holding up so far it is desirable for an expedient completion of liquidation.
(3) During the liquidation shall annual accounts delivered avleggjast, revised and sent to the Register of Company Accounts by the same rules as elles.
§ 132. Liquidation Balance oa
(1) The liquidation committee shall make a oppteikning over dei s native Delane, the rights and skyldnadene the entity, and Gjere up a balance sheet with a view to liquidation. For enterprises that have audit requirements by the Audit Act, the balance be revised.
(2) Oppteikninga and the balance shall be attached onto the enterprise office for inspection by members. Copy of balance, possibly with declaration of provisional from auditor, shall be sent to all members with known address or in any other way with sound show undone available to members. A member has by location request is entitled to receive a copy of the balance sheet with declaration of provisional from auditors.
§ 133. Coverage of skyldnadene
(1) The liquidation committee shall ensure that they skyldnadene entity has, are covered to the extent that the creditor has not fråfalle their requirement or samtykkjer in taking dockable debtor instead.
(2) Can ein creditor can not find, or nectar ein creditor to accept its debts, the sum deposited in Norges Bank pursuant to the rules of the Act on 17 February 1939 no. 2 in the deposition in debt opportunity.
§ 134. Omgjering of s native manageable groups and rights in pengar Eige Delane and rights of the enterprise is to be converted in pengar so far as this is necessary to cover the fault costs. Furthermore, the s native Delane or the rights be converted in pengar unless this member is our joint about something else.
§ 135. Distribution to members and anna disposal over the verande funding
(1) Distributions to members or other disposition over the verande funding can not find confirmed before foretaksskyldnadene is covered, and it's gone at least two months from Announces Inga of the notice to creditors in Brønnøysund Register Centre's electronic Announcement publication according to § 130.
(2) Such payments may still happen if it only remains uncertain or contested guilt costs, and it is seen by ein sufficient sum to cover them. If not anna agreed, the sum be initiated at ein joint account for the enterprise and the creditor the debt so that withdrawals do not happen without a written consent of both parties or before finally judgment.
(3) members of the undertaking are entitled to be paid the percentage minds sheet home and inside remain on member capital accounts if there is funding in the enterprise after skyldnadene is covered. Interest on share mind Scots or member capital accounts have members only entitled to be paid if it follows from the statutes that interest is added to happen. The statutes may decide that members by resolution, not be entitled to be paid the percentage minds sheet home or built remain on member capital accounts.
(4) Re Verande funding beyond this to go into engagement purposes or charitable purposes. But from a secondary cooperative shall the funds instead ford cargo on those who are members of the resolution, the time, if not something else follows from the statutes. The provisions of subsection second and third sentences of debt in this case equivalent.
(5) The articles of association may decide that they be kept as the funds collected in whole or in part will go to those who are members of the resolution, time, possibly also previously members. Distribution of funds must in case be based on their rock turnover of the undertaking over the past five years. The statutes may set dockable period than five years, still not under one year.
(6) Ei amendment which means that members get ein larger share of dei re verande funds collected by resolution,, requires four fifths fleirtal of dei Royster given. Such statutes can only be done if there are reasonable grounds for it, and requires approval from the Foundation Authority. Conditions may be set in a such approval. Approval shall be attached by the message to the Register to amend the bylaws.
§ 136. Final resolution,
(1) After completion of distribution shall liquidation committee enclose forward revised settlement for the annual meeting. When oppgjeret is approved, it shall be reported to the Register that the company is before finally oppløyst. The requirement in the first sentence that oppgjeret shall be audited does not apply to enterprises that do not have statutory auditing by the Audit Act.
(2) The provisions on reparations in §§ 155 to 157 debt after before finally resolution,.
(3) The liquidation committee shall ensure that the accounting material being taken care of by Accounting Act § 13 at least ten years after the finite resolution are. The same applies to the books of the company. Registered accounting data must be able to be reproduced in accordance with the Accounting Act § 6 for at least ten years after the finite resolution are.
§ 137. Etterutlodding What had to accrue to the entity of summar which is set aside pursuant to § 135, second paragraph, or which otherwise had to prove To the right there oppløyste entity will be treated as provided in § 135 third to fifth paragraphs. If the amount is so small that a etterutlodding to members will selected disproportionate inconvenience or expense, the liquidation committee instead use it to interact purposes or for charitable purposes.
§ 138. Liability for uncovered fault costs
(1) to creditors who have not been covered by § 133 nor not sufficient secured by avsetjing under § 135, second paragraph, booklets members in solidarity until the value of the deceased has received as distributions under § 135. Opposite ein such creditor liens, moreover, members of the liquidation committee in solidarity without limitation, if it does not become godgjort that they have dealing with sound.
(2) In recourse against shall distribution occur between members in relation to each INDIVIDUAL've been dealt. Law 17 February 1939 No.. 1 of debentures § 2 subsection debt equivalent.
(3) Claims under subsection becomes obsolete three years after the physician resolutions, by undertaking lasted Register of Business Enterprises.
§ 139. Omgjering of decisions on resolution,
(1) Decisions to solve the enterprise can be undone by the annual meeting with the fleirtalet was needed for decision resolution,. Is undertaking oppløyst because of provisions in law or ordinance, the decision may only be converted when resolution, why no longer the opposition cause.
(2) Has the entity awarded funding to members in accordance with § 135, can omgjering only happen if members lead back the funds to the company.
(3) Omgjeringa of EiT decision on resolution, and members of the new Board shall immediately be reported to the Register.
§ 140. The court overtek responsible for liquidation
(1) The court may at orskurd decide to take charge of the liquidation of the entity when special grounds talar for it, if
Undertaking not notified before finally oppløyst to the register at the latest one year after registration of notification pursuant to § 129, or
Least ein fifth of members demand it.
(2) The Board or in case of liquidation committee shall be permitted to make a statement before Decision is taken. Business enterprises shall provide the court notification that the deadline for first paragraph. 1 is out.
(3) the district court assumed liquidation, the liquidation Furthermore happen pursuant to the rules in § 144. Orskurden have blatant effect that ein orskurd bankruptcy opening up after bankruptcy Act Chapter VIII.
(4) Is the enterprise oppløyst because of provisions in law or statute, can be delivered curved back to the company after bankruptcy Act § 136 if the resolution, why not longer steadily. § 139, second paragraph debt equivalent.
§ 141. resolution, after orskurd from court
(1) If not AGM Articles of Association resolution, shall court by orskurd adopt undertaking oppløyst in these cases:
When undertaking should be solved as a result of provisions in law or ordinance,
When undertaking have not reported to the Register EiT board that fills the terms laid follows from the provisions laid down in or medhald of law
When undertaking by law shall have the shop manager and have not reported to the Register ein shop manager who fills the terms laid stipulate in law
When the company is audited by the Audit Act and have not reported to the Register ein auditor who fills the terms laid stipulate in law
When accounts, annual reports and audit reports which entity shall submit to the Register of Company Accounts for accounting Act § 8-2, not is submit within six months after the deadline for such submission, or when the Register of Company Accounts when the time is up, not to approve it submit material annual accounts delivered , annual reports and audit reports.
(2) The court may only adopt undertaking oppløyst as a result of provisions in the Statute when ein member've seen a claim for it and Annual General Meeting exploration be to take decisions about the resolution, according to § 127.
§ 142. Treatment of cases concerning resolution, pursuant to § 141
(1) When the conditions of § 141, first paragraph. 1 to 4 are met, the registrar shall send the enterprise notice thereof. In the event that chronicled in § 141, first paragraph. 5, the Register of Company Accounts sending notification. The firm shall obtain ein deadline ein monthly to correct Relation. Consequence of the deadline not being Halden, shall also be disclosed.
(2) Has the entity not directed Relation when the time limit expires, the registrar shall or Register of Company Accounts resume notification by Announcement in Brønnøysund Register Centre's electronic Announcement publication. In Announces Inga shall state that the conditions for resolution, the undertaking is fulfilled and that the undertaking has ein limit of four weeks from Announces Inga to correct Relation. Consequence of the deadline not being Halden, shall also be disclosed.
(3) If it is expedient, the court give notice by the provisions here.
§ 143. Orskurden from court
(1) If notice of the company announced in accordance with § 142, second paragraph, and the entity not continue deadline in announces the entry, the registrar shall or Register of Company Accounts notify the court about this.
(2) The court shall utan Furthermore notice by orskurd adopt entity oppløyst under § 141, unless this decision resolution, already made by the AGM. Orskurden have blatant effect as orskurd bankruptcy opening up after bankruptcy Act Chapter VIII.
(3) If adverse societal considerations stances indicate it, the King of its own initiative take decisions about the entity can operate Vidar and that the case still not to be sent to the district court for coercive resolution, but that the company will get ein ytterlegare respite before forcing resolution, being completed. King will take decisions about the entity in this case will pay a løpande fines to the state from a public deadline being set and until the situation is rectified.
§ 144. Liquidation of the enterprise
(1) When the court has approved the undertaking oppløyst, it shall deviation load by the provisions of Bankruptcy Act and coverage Act.
(2) Curved can only be delivered back to the company after bankruptcy Act § 136 if the resolution, why not longer steadily.
Chapter 11. Conversion to corporation or public
§ 145. Conversion Omgrepet
(1) The provisions of this chapter debt conversion of cooperatives into a limited company or public limited company.
(2) Ei conversion Wasted cause Where any cooperatives over dreg s native manageable groups, rights and guilt expenses under one-EiT corporation or public company is founded upon conversion, and members of the metamorphose cooperative will share Owner in limited company or public limited company.
(3) The conversion will not require consent from creditors.
§ 146. A decision to convert
(1) Conversion decisions being made at the annual meeting approves ein conversion plan, re. §§ 147 and 148.
(2) In cooperatives where members are entitled to all remaining verande funding by resolution, will be conversion decisions made by fleirtal such amendment, unless this Statute contains stricter resolution requirements. In other entities Students must receive four fifths fleirtal of Royster. Decisions in the second sentence can only be done if there are reasonable grounds for it, and requires approval from the Foundation Authority. Conditions may be set in a such approval.
(3) The co-operative enterprise must by conversion, provide a eigenkapital at least equivalent to the share capital company to have as a limited company or public limited company. The rules in the stock Act and the Public Limited Companies Act § 2-6 and 2-7 debt equivalent, if not something else emerges from this Act.
§ 147. Reorganisation Plan
(1) The Board shall prepare and under draw ein conversion plan with proposals for amendment.
(2) The conversion plan must at least contain:
From what time transactions in the metamorphose enterprise accounting purposes shall sjåast to be made for rate of diffusion of the limited company or public limited company,
Shares are allocated between the members of the cooperative, cf. Subsection
Who should be members of the board of the company, and who should be the auditor of the company,
Special rights or benefits as members of the board or shop manager shall receive upon conversion,
Proposals to articles of association, cf. Stock Act and the Public Limited Companies Act § 2-2.
(3) Distribution of shares shall take place after the provisions of § 135 fifth paragraph second and third sentences.
§ 148. Attachment to the conversion plan
(1) Attached to the conversion plan must follow:
Last accounts, annual reports and audit reports for cooperatives account ing and auditing,
Draft opening up the balance of the company.
(2) Opening balance is to be set in accordance with the current accounting rules. A chartered or registered auditor shall provide a declaration of provisional that balance is set up in accordance with these rules. Opening balance with declaration of provisional from auditor shall at the earliest be dated eight weeks before the annual meeting decision on conversion. The King may issue regulations containing more detailed rules on requirements for opening up the balance. In the regulations it can be done exemptions from the rules in the first three periods.
§ 149. Report on transformation, relations with the employees, message to members provisions of §§ 107, 109 and 110 debt equivalent by conversion so far dei hooves.
§ 150. Application to the Foundation Authority provisions of § 112 debt equivalent by conversion.
§ 151. Notification to the Register
(1) The Company shall notify the conversion resolution to the register within three months after the annual meeting approved the conversion plan, cf. § 146, first paragraph.
(2) If the decision requires the approval of the Foundation Authority (cfr. § 146, second paragraph), the entity shall not report the resolution before approval is given, and the deadline for complaints management Act is there, or the Ministry has taken a decision in the appeal case. The deadline to register the decision is three months after the appeal deadline is over ethene or ministry has taken a decision in the appeal case. Approval shall be attached by the message to business enterprises.
(3) If the decision was not notified to the register by the deadline in the first and second paragraph, registration not find stad. The decision then of no longer binding. The same applies for registration are denied because of errors that can not be right.
§ 152. Iverksetjing of conversion conversion to a limited company or public limited happens when conversion resolution is registered in the Companies Register. Iverksetjinga have follow distortion effects:
Cooperative's metamorphose into a limited company or public limited company,
Members of the cooperative have been stock Owner in limited company or public limited company,
S native Delane, the rights and skyldnadene to cooperative enterprise is taken over by the limited company or public limited company,
Second distortion effects that follows the transformation plan.
Chapter 12. reparations mm
§ 153. Damage Bota Reply
(1) The Company, member or other may require that the shop manager, director, member of the Supervisory Board or the Audit Committee, spruce cut or member shall compensate damage dei in the Tribunal traits intentionally or aktlaust has Valda deceased .
(2) Firm, member or others may also demand a reparation of any person who willfully or aktlaust have contributed their skadevalding that committee in the first paragraph. Reparation you may be required by medverkaren even if skadevaldaren can not take hald responsible because he or she has not acted with intent or aktlaust.
§ 154. Reduction Damage Bota Reply under § 153 may be mitigated by the Damages Act § 5-2.
§ 155. Decisions to promote demands
(1) The annual meeting decides whether the institution should promote skadebotkrav under § 153. Is it opened debt settlement or bankruptcy, debt provisions in the bankruptcy law.
(2) Subsection debt equivalent to inngåing of an advance agreement between the company and someone who is a tribunal § 153, regulating or demarcates damage bota answer deira.
§ 156. Requirements on behalf of the entity
(1) Annual Meeting granted exemption from liability or faulted proposals requiring disclosure reparations under § 153, can ein tenth, but at least five of the members who have drawn on membership until end of last year, Gjere damage bota answers debt duck on my behalf and in namnet the entity . Action for reparation raised, it holding up even though some members trekkjer themselves from the lawsuit or resigns from the enterprise.
(2) proceedings on reparations must travel by matching proxy within three months after the decision lasted done at the AGM. Is it itself requires investigation pursuant to §§ 59 to 61, the deadline reckoned from the date the claim is before finally avslege or in case the investigation is concluded.
(3) The costs of the lawsuit if reparation is undertaking unauthorized people. Costs can still demanding covered by the undertaking up to the sum which is komen undertaking result of the action.
(4) This section does not apply when the decision mentioned in the first paragraph is made with fleirtal such amendment. The same applies when a settlement.
§ 157. Liability Exemption Have annual meeting made the decision on exemption from liability or that liability not be undone debt duck, the entity still promoting requirements shallows on lengthy as the annual meeting of adverse point not fekk correct and complete illumination of då decision lasted done.
§ 158. Competitor Rande requirements Medlemmar, creditors or others who suffer losses because the company incurred losses, are restricted by injury settlement with the company, which their claims are back for undertaking its claim.
§ 159. Other claims on behalf of the entity
(1) The provisions of §§ 155 to 157 debt equivalent of authority to demand a public prosecution and private prosecution.
(2) The provisions of §§ 156 and 157 debt equivalent claims the company has the reversal in accordance with § 31, second paragraph.
Chapter 13 proceedings Rules
§ 160. Court case between the company and the board in matters between the firm and the board or individual board members should AGM select one or more persons to represent the company in the case. Will not it done, preaching for the enterprise happen to ein by members.
§ 161. proceedings in the district court oa
(1) When the district court handles cases under this Act, the rules of change Law §§ 22 to 25 when not anna forth in this Act.
(2) Orskurdar and other decisions as court tek by this Act, may ankast if not something else emerges from this Act.
(3) Ein appeal can not reason that orskurden or Decision is without or unlucky. This does not apply orskurd according to §§ 59 to 61.
Chapter 14. Iverksetjing and transition rules. Changes in other laws
§ 162. Iverksetjing Lova debt from the King fastset.1 Dei eins source provisions can set in place at different times.
§ 163. Transition Rules
Samvirkelag or economic Order of established prior Act is seen in the works, is not under crafted Act earlier than five years from iverksetjinga. The annual meeting may fleirtal such amendment adopting the recombined output Inga shall register with as cooperatives (SA) on the Companies Register on an previously stage. Saman Slut Inga shall then be reported to the register within three months after the decision is made. Elles cast decision lapses. The enterprise is subject to the Act from the date of registration.
Samvirkelag and economic Order of established prior Act is seen in the works, will bring the statutes in accordance with the Act innan five years after iverksetjinga or innan an eventually previously point after point. 1 second sentence. AMENDMENTS should be reported to the Register.
Regulatory Changes necessary to bring the articles of association in accordance with the Act, the annual meeting can adopt with fleirtal of dei Royster given. Standing's voice talet equally decisive meeting leader and what decision to go out on, even if the meeting leader and not have røysterett.
Are bylaws not brought in accordance with the Act by the deadline under subsection and does not employ undertaking the necessary changes after demands from enterprises, should things right after message from business enterprises adopt undertaking oppløyst. The provisions of §§ 141 to 144 debt equivalent.
Company at the time of iverksetjing of Information Act has an arrangement with translate physician proportion, can maintain holding arrangement even after the Act is put into effect. Shares can only translate to other members or to persons who are members on the purchase of shares.
Company at the time of iverksetjing of Information Act, enactment which gives the employees the right to be represented in the meeting and possibly representatives, can sustain holding arrangement even after the Act is put into effect.
The change in § 164 no. 22 of Act 21 June 1985 no. 79 on exclusive rights to a business name and other business characteristics (Business Names Act) § 2-2 also applies to undertakings names that are adopted before iverksetjinga of enterprise names Act.
It will not pay fees for Corporate Registry Announcement of changes in corporate names as a result of § 164 no. 22
For bustadbyggjelag and mutual insurance companies that are incorporated and registered in the Norwegian Register before § 164 no. 35 and 38 are put into effect, the Board shall be seen together in accordance with the Act innan two years after iverksetjinga.
The King may issue further transitional plementary provisions.
§ 164. Amendments to other Acts From the time the Act is seen in the works, it will be done follow changes in other laws: - - -
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