Read the untranslated law here: https://lovdata.no/dokument/NL/lov/2001-06-15-59
The law on foundations (Foundation Law).
Date LAW-2001-06-15-59 Ministry industry and Fisheries Ministry Recently changed law-2015-03-13-12 from 01.07.2015, law-2015-06-19-65 from 01.10.2015 published in 2001 booklet 7 entry into force 01.01.2005, 29.04.2005, 21.12.2005 Change LAW-1980-05-23-11 Announced short title Foundation Law-stiftl.
Chapter overview: Chapter 1. Introductory provisions (§ § 1-8) Chapter 2. The creation of foundations (§ § 9-13) Chapter 3. Capital (§ § 14-25) Chapter 4. Stiftelsers Organization (§ § 26-42) Chapter 5. Auditor (§ § 43-44) Chapter 6. Transmutation (§ § 45-55) Chapter 7. Civil liability and criminal liability. Scrutiny (§ § 56-59) Chapter 8. The effective-and transition rules. Changes in other laws (§ § 60-62) cf. the previous NL 2-19, regulation 6 Feb. 1694, 23 feb 1748, it is 30 June 1770, 1 apr 1773, July 21, 1773, 7 apr 1774, regulation 21 aug 1774, it is 3 nov 1774, 9 May 1776, 14 Aug. 1776, 18 sep 1776, 16 apr 1777, 17 jan 1783, poster 10 apr 1795, regulation 12 sep 1806 , law 21 feb 1930 § 78 and law 23 May 1980, Nr. 11. Chapter 1. Initial provisions § 1. Scope this law applies to foundations, when not otherwise provided for in or pursuant to the law. A foundation can be a common foundation or a business person Foundation, cf. § 4.
The rules of Chapter 6 of the transmutation of foundations also applies in the circumstances that section 55 mentions.
The King can give the regulation on the application of the law on Svalbard and can establish special rules under consideration for the on-site conditions.
§ 2. Definition with the Foundation understood a wealth value by testament, gift or other legal disposal independent is provided for a particular purpose of the non-profit, humanitarian, cultural, social, educational, economic or other nature. A legal formation that meet the criteria in the first sentence, is a foundation under this Act, regardless of whether it is termed as endowment, institution, funds or otherwise.
§ 3. Disposal of assets value when the Foundation is created, see. section 2, the creator is no longer available over the asset value that is transferred to the Foundation.
§ 4. Common foundations and entrepreneurs foundations a foundation can be a common foundation or a business person Foundation.
With the trader trusts in this law means: a) foundations that have to purpose to operate the business yourself, b) foundations that drive the business activity itself, c) foundations which, because of the agreement, or as the owner of shares or corporate shares, has a controlling influence over business activities outside the Foundation.
By assessment of whether one has to do with a trader Foundation after the second paragraph, LITRA c, is considered a foundation always to have controlling interest over business activities outside the Foundation when: a) the Foundation owns so many stocks or shares in a company engaged in the business, that the shares or the shares represents the majority of the votes in the company, or b) the Foundation has the right to choose or dismiss a majority of the Board members in a company engaged in business activities.
Common foundations are foundations that are not employed.
Foundation audit determines in case of doubt whether a Foundation is a trader Foundation or a common foundation.
§ 5. Close associates like someone's close associates is meant in this law: a) spouse and a person that he or she lives with in the ekteskapsliknende relationship, b) relatives in the straight up or descent line and siblings, c) relatives in the straight up or descent line and siblings of a person referred to in letter a, d) spouse to, and a person who lives in the ekteskapsliknende relationship with , some of which are mentioned in the letter b, e) company in which he or someone who is mentioned in the letter a to d, individually or taken together, such a controlling interest, as mentioned in section 4, third paragraph.
section 6. The exception from the scope of the Act does not apply to: a) churches and burial sites and values by the way as a parish or a religious communities owner, b) pension funds and pension fund which is under the Financial authority's supervision, jf. Law 7. December 1956 No. 1 about the supervision of financial institutions, etc. (financial supervision) § 1 the first paragraph Nr. 14, c) savings banks.
section 7. Foundation audit Foundation audit oversees foundations. Foundation Authority's tasks are: a) to lead a foundation registry where all foundations shall be registered, cf. section 8, b) to supervise and control of that management of the stiftelsene going on in accordance with the Foundation's statutes and this Act, c) to meet the decision under the legal authority of this Act.
The Foundation, its officers and employees and the Foundation's auditor has a duty to give the Foundation the authority the information and other assistance as is necessary for the Foundation to be able to carry out their audit tasks according to the law. The auditor's professional secrecy does not apply in relation to the Foundation audit.
The King can give the regulation on organization and Formation and the banking business for registration of foundations. Fee may be required for the registration of foundations in the Foundation registry, and stiftelsene can be an annual fee. The King can give regulations for when fee and fee is required, about the size and whether the collection of these.
The charges and fees are enforceable for disbursements.
section 7 a. Foundation Complaints Committee Complaints Committee complaints Formation determines to individual decisions made by the Foundation the authority in pursuance of the law, the Law Foundation coverage, arvelova and samvirkelova, unless otherwise follows from the particular statutory provision. The Ministry has not instructional or redo just opposite Inaugural Complaints Committee in individual cases.
The Ministry's complaint authority for authority's Formation Formation and complaint Committee's decisions about party insight after management law, as well as decisions in the cases by offentleglova.
Foundation Appeals Board shall have a Chairman and two members, all with personal deputy members appointed. The members appointed by the King for a period of up to four years. Return the appointment can be made. Foundation Appeals Board shall have a Secretariat that is making the case preparation.
Foundation Appeals Board can only hit the decision when all the members are present. Decisions taken with simple majority.
Foundation Appeals Board is complaint authority for decisions about the Formation costs the banking case after management law § 36. The Committee's decisions about case fees may not be appealed.
The Ministry may provide regulations with provisions on closer Foundation appeal the Committee's composition, organization and work and of the Committee's secretariat. The Ministry may provide further transitional for nemnds processing of complaints put forward before the ban takes effect. Foundation appeals are funded through the annual fee stiftelsene pay for regulation given in pursuance of section 7, third paragraph.
section 8. Foundation registry All foundations shall be registered in a central registry brought by Foundation Authority (Foundation registry). Foundation registry shall contain the following information, which shall be reported by the creation of the Foundation, cf. section 11: a) the date of the creation of the Foundation and the creator's name;
b) the Foundation's address;
c) who are members of the Foundation's Board of Directors and who is Chairman of the Board, and in the case who is Deputy members and observers to the Board;
d) who is the Manager, if the Foundation has it;
e) who is an accountant, and the auditor's business address and Auditor number;
f) who is the accountant, if the Foundation has it (cf. the law of June 18, 1993 No. 109 on the authority of accountants), and the accounting the driver's address and the registration number;
g) the Foundation's articles of Association.
For Board Member, Deputy member, observer and General Manager should also contain information about registry identity number and address. Is another Foundation Board of Directors, cf. § 9 the second paragraph, second sentence, to the Foundation's name and registration number are recorded.
Terminates a Foundation, to be reported to the registry, this Foundation, and the Foundation should be deleted. The message is to be given without undue delay. The same is true if it incidentally changes in conditions that are registered, or it begins at the new relationship that the Foundation has the duty to report after the first paragraph. Change of address for anyone other than the Foundation, it is still not the obligation to report.
The first time a foundation be reported to the Foundation registry documents should, as mentioned in section 12 attached to the message. By notices of change to documents as mentioned in § 12 first paragraph, LITRA b, c and d be attached to the message, if the message of change applies to such conditions.
Message after the first to the third paragraph can be sent electronically, so far this is not inconsistent with the requirements of section 12.
The following provisions of the Enterprise registry law applies to Foundation registry: § § 4-2, 4-3, 4-5 to 4-7, Chapter 5, section § 6-1, 7-1, 7-2, Chapter 8 and § § 10-1, 10-3 and 10-5. Foundation audit can provide regulations on that Foundation the authority on its own initiative can register changes in the Foundation register, and about the consequences of such changes in relation to other records.
Chapter 2. The creation of foundations section 9. Memorandum The to create a Foundation, to prepare a memorandum for the Foundation, which at least should specify: a) the Foundation's purposes, b) which assets to be used as the base capital, cf. section 15, c) composition of the Board, if not the composition of the Foundation's first Board of Directors is regulated by bylaw provision as mentioned in section 10 first paragraph, LITRA c, d) any special privileges to be granted the creator or others in connection with the creation of the Foundation.
Foundation document should also contain the Foundation's articles of Association, cf. § 10.
Foundation document dates and signed by the creator.
If a Foundation is created without the creator has prepared a memorandum that fills the criteria in the first paragraph, the Board shall draw up the document, if any, formation, supplement the foundation document with the information that is missing.
§ 10. The statutes of a Foundation shall have articles of association that at least to specify: a) the Foundation's name, b) the Foundation's purposes, c) quantity or the lowest and highest number of Board members and how the Board should be selected, d) if the Foundation should have other bodies than the Board of Directors, which bodies this is, how bodies ' members shall be selected, and what authority and what tasks these should have (cf. § 36), e) because capital size (cf. section 14 subsection and section 22).
The Statute of a trader shall also specify the Foundation the Foundation's business name, jf. Enterprise name law § 2-2 eighth paragraph.
If it is in the legal outline that forms the basis of the Foundation, is not determined by-laws that fill the requirements of the first and second paragraph, to the Foundation's Board of Directors develop Bylaws or make necessary changes in the articles of Association. The Board should also change the designation of the Statute of the base capital size if the Bylaw provision otherwise would not be consistent with section 15 the second paragraph.
section 11. Message to the Foundation registry within three months after the Foundation is created pursuant to section 2, the Board shall notify the Foundation to the Foundation the authority for registration in the Foundation registry. The message will contain the information referred to in section 8 the first paragraph.
The Foundation cannot be registered without it being prepared a memorandum in accordance with § 9 first and second paragraph, cf.. § 10, and without that the whole reason the capital independent is set at the disposal of the Foundation.
§ 12. Attachment to the message under section 11 as an attachment to the message under section 11 to follow: a) the certified copy of the foundation document, b) statement by the auditor and the Board Member that he or she receives the choice, c) statement by the Auditor that the entire reason the capital is set to the Foundation's disposal, cf. section 11 the second paragraph, d) if because capital consists of other assets than money, statement by the Auditor that the properties have a value that is at least corresponding to the amount because capital is set out in statute, jf. section 15 the second paragraph.
As an attachment to the message, it should also follow an opening balance for the Foundation. The opening balance should be set up in accordance with the accounting Act. The auditor shall submit the statement of that the balance sheet is prepared in accordance with these rules. Opening balance sheet with the auditor's statement should be dated no earlier than four weeks before the message to the Foundation registry under section 11.
Attachments as mentioned in the first paragraph, LITRA b to d as well as the second paragraph can be sent electronically. Foundation registry may by regulations determine that such electronic attachments shall satisfy specific technical requirements, including whether the auditor's electronic signature.
If the Board has made changes to the foundation document for section 9 fourth paragraph or in the by-laws under section 10, it as an attachment to the message also, follow a certified copy of the original foundation document or the original bylaws.
section 13. Message to business enterprises of self-employed foundations employed foundations shall be reported to the business enterprises with the information provided by the Enterprise registry law § § 3-6 and 3-7. It is in the creation of the sheer fact that the Foundation will conduct business activities, should be reported to the foundation business enterprises at the same time that the Foundation be filed for registration in the register of Foundation section 11. The Foundation will be employed at a later time, should the Foundation be reported to business enterprises without undue delay, in the case of attachments as mentioned in § 23, second sentence.
Chapter 3. Capital rules in the General section 14.. Because capital Foundations shall be by the establishment have a basic capital of at least 100,000 dollars. Foundation audit can make exceptions from the first sentence.
If reason does not fill the capital criteria in the first paragraph, there is no foundation. Is the one that had the intention to create the Foundation's death, should the authority decision on the Formation who meet will take over the asset values that would be because capital of the Foundation. section 49, second sentence applies. The decision shall take into account to what is best is in accordance with the purpose for the Foundation was meant to have, and the conditions that it would otherwise have to be assumed that the creator put significant emphasis on. If it out from the considerations mentioned in the fourth period, is not possible to find a suitable recipient of asset values, they shall be transferred to the creator's heirs, if not it is more reasonable that they go to a public useful purposes. Raised the issue for the courts of decisions under this section, the Court may try all sides of the issue.
section 15. Because capital in other assets than money Assets that cannot be capitalized by fiscal law, cannot be used as the base capital. A duty to carry out a work or service for the Foundation can in no case be used as basic capital.
Assets to be used as the base capital, cannot be set to a higher value than the real value of the day of the opening balance sheet.
section 16. Increase of basic capital decision to increase basic capital struck by the Board. The Board may not make such a decision if the forhøyelsen will be in conflict with the Foundation's purpose, the by-laws or the creator's assumptions by the way.
Because capital can forhøyes by: a) other comprehensive income are transferred to the basic capital, b) assets that the Foundation will be added after creation by testament, gift or other unilateral disposal, reason is added to capital. This does not apply if something else is specific or clear provided by the transferred assets.
Capital forhøyelsen shall be reported to the registry, and Then in the case of business enterprises, within six weeks after the decision was hit. With the message about the capital increase after the second paragraph letter b to it as an attachment follow declarations as mentioned in § 12 first paragraph, LITRA c and d, cf. section 8, third paragraph, second sentence. Is capital forhøyelsen not signed within the time limit, it falls away.
§ 17. Nedsetting of basic capital decision to cut back because the capital hit by the Board. The Board may not make such a decision if it follows from the statute or otherwise is determined or clearly provided by the creator that the original reason the capital should not be able to be used for distributions.
The decision shall specify the amount because the capital to nedsettes with, and determine if the amount to be applied to a) coverage of the loss that cannot be covered in any other way, or b) transfer to retained earnings.
Decision to cut back because the capital shall be reported to the Foundation audit, and in the case of business enterprises, within six weeks after the decision was hit. Nedsettingen is not signed within the time limit, it falls away.
To all the nedsettings amount is used to cover the loss after the second paragraph letter a, will take effect when the capital nedsettingen the message after the third paragraph is registered. To nedsettings the amount fully or partially used in accordance with the second paragraph letter b, to the creditors be notified before capital nedsettingen can take effect. The companies Act section 12-6 also applies.
§ 18. The management of the Foundation's capital the Foundation's capital should be managed in a proper way, so that it will at all times be taken sufficient safety reasons and the possibilities of achieving a satisfactory rate of return in order to safeguard the Foundation's purposes.
§ 19. The awarding Ceremony of the Foundation's funds is adopted by the Board. Rounds recently should be in accordance with the Foundation's purpose.
It can not be made distributions to the creator, to the creator's close associates under section 5 letter a, or to the company where some of these separately or together have such a controlling interest, as mentioned in section 4, third paragraph. If there are special reasons, the Foundation audit make exceptions from the first sentence.
Is it happened ceremonies from the Foundation in violation of the rules in the first or second paragraph or other provisions of the Act, the recipient shall reverse what is received. The companies Act § 3-7 first paragraph, second sentence and second paragraph applies accordingly.
section 20. Loan and security the creator, the creator's close associates, Board Member, observer, person with tasks in the body as mentioned in section 36, and the Managing Director can not have loans in the Foundation. The same applies to the provision of security for the benefit of those people.
The first paragraph does not preclude that the Foundation provides loans or set security for the benefit of an employee when a) the employee is selected as the employee representative or observer on the Board according to the rules in sections 41 and 42, and b) the debtor is employed in hovedstilling in the Foundation, and c) loan or security of completion provided in accordance with that which is common with financial assistance to employees.
The Foundation has given loans or set security in violation of the first and second paragraph, applies to companies Act § 8-11 equivalent.
§ 21. Separasjonsplikt the assets of a Foundation shall be kept separate from other assets.
This does not apply for a) assets which, after the statute or the Board's decision is managed by the County after the Guardianship Law § 97, and b) assets that Foundation Authority has decided that can be managed along with assets from other foundations (private management).
Are assets from several foundations under the joint management of the added a Foundation, the Foundation the authority decide that the foundation that performs the common management, should be stiftelsenes Board of Directors.
II. Special rules for the business person as mentioned in the foundations section 4 second paragraph letter a and b section 22. Particular requirements for the basic capital employed foundations as mentioned in section 4 the second paragraph letter a and b, to have a basic capital of at least 200 000 dollars. In such businesses are bound because foundations bankroll, jf. section 24.
§ 23. Requirements to equity at the transition from the common Foundation is an ordinary Foundation that goes over to become a trader Foundation as mentioned in section 4 the second paragraph letter a and b, will have an equity which at least corresponds to the set because the capital. With the message to business enterprises (cf. § 13) to it as an attachment follow a statement by the Auditor that the Foundation has an equity that meet the requirement in the first sentence.
section 24. Bound equity in the business person as mentioned in § foundations 4 second paragraph letters a and b, it can only be made distributions to the extent that the Foundation's equity after the latest fixed balance exceeds the reason capital size, so this is set out in the Statute. Of the Statute, it can be determined that other capital must be bound in the manner specified in the first sentence.
§ 25. The loss of the Foundation's equity If it must be assumed that the equity in a foundation as mentioned in section 4 the second paragraph letter a and b is less than prudent out from the risks of and the scope of the business of the Foundation, the Board of Directors shall immediately process the case and notify the Foundation audit. The Board shall then within a reasonable time give an account to the Foundation the authority about the need for measures and about the measures that will be taken in the case. Foundation the authority may order the Foundation to give further notification of the implementation of the measures. First to third period applies if it must be assumed that the Foundation's equity has been less than a third of the base capital.
Chapter 4. Stiftelsers organization in the Board of Directors 26. § The Board of Directors Any to have a Foundation Board of Directors. In the foundations that have a basic capital of 3 million dollars or more, the Board shall have at least three members.
The Board shall have a leader. The Chairperson shall be elected by the Board, unless otherwise provided in the Statute.
§ 27. Requirements for the composition of the Board legal persons cannot be members of the Board, cf. Nevertheless, section 21 second paragraph, second sentence. The same applies to minors, persons who are deprived of legal capacity, and people there have occurred so obstacle to that mentioned in the Bankruptcy Act, section 142.
At least half of the Board's members shall be resident in the Kingdom, yet with the exception of nationals of States that are party to the EEA Agreement when they are living in such a State. The following persons cannot individually or together be the only members of the Board: a) the who has given a financial value that is because capital of the Foundation, b) close associates of the who has placed a financial value that is because capital of the Foundation , c) person who have positions of trust in, or standing in an employment or under terms of the settlement that has given a financial value that is because capital of the Foundation, d) if it has delivered a financial value that is because capital of the Foundation, is a legal person, the person who has such influence as mentioned in section 4, third paragraph, of the legal person, and his or her close associates.
The Board has only two members of the Board, as mentioned in the person, third paragraph, not be the Chair of the.
Foundation audit can by individual decisions make exceptions from the provisions in other, third and fourth paragraph.
The rules on board members comes as far as the fit, also for deputies and observers.
§ 27 a. Gender representation when the State, a County Council or municipality shall appoint members of the Board Act 9. June 1978 No. 45 about the equality of the sexes § 21 first, second and fifth paragraph also applies when the State, a County Council or municipality shall appoint the entire Board of a foundation. When the State, a County Council or municipality shall appoint parts of the Board of a Foundation, the first sentence here equivalent in relation to the Board members.
section 28. Board members ' service time Board members serve for four years, if nothing else is stipulated in the Foundation's articles of Association. A Board Member should be standing in the task until a new Member is selected, even if the service time has expired.
If there is particular reason, a member of the Board the right to three back before the service time is up. The Board of Directors and the who have chosen to be given control member reasonable notice.
Terminates the task for a Board member prior to the expiration of the service time, and there is no Deputy Board Member, to the other Board members make sure it is selected a new Board Member for the rest of his or her service time. The election is to take place after the rules that otherwise apply to the election of Board members.
section 29. Foundation Authority's authority to appoint and dismiss Board Member Foundation the authority may appoint a Board member of a Foundation when it is without a competent board by law or the Statute.
Foundation audit can depose a Board Member that significantly affects any of his duties by the exercise of the task, that clearly proves unsuitable, or that does not fill the legal requirements to be member of the Board, cf. § 27. The decision will be brought in for the courts, they can try all sides of the issue.
section 30. The Board's authority and responsibility the Board is the Foundation's supreme body.
The management of the Foundation during the Board.
The Board shall ensure that the Foundation's purposes are maintained, and that distributions are made in accordance with the Statute. The Board shall ensure that the accounting and wealth management is the subject of reasonable control.
section 31. The Chair of the Board's case management will ensure the treatment of current affairs that belong under the Board. The Board members and the Executive Director may require that the Board treat specific matters. Board meetings and other directors will be notified on the appropriate manner and with the required time limit.
The Board shall manage the Affairs of the meeting, if not the Chair of the finding that the case can be submitted in writing or be treated in some other reassuring way.
The Chair shall ensure that the Board members as far as possible can participate in an overall treatment of cases that are processed without a meeting. The Board members and the Executive Director may require Meeting Manager.
Control treatment is led by Chairman of the Board. Participate neither the Chairperson or deputy leader, choose a leader board for the control treatment. The General Manager has the right and duty to participate in the Board's discussions of issues and to make a statement, if not otherwise determined by the Board of Directors in the particular case.
It shall be the Protocol of the control treatment. The Protocol shall at least specify the time and place, the participants, the way the Board's management and decisions. Member of the Board or the General Manager that do not agree with the Board's decision, may require their opinion introduced in the Protocol. The Protocol should be signed by all the members who have participated in the control treatment.
section 32. Vedtaksførhet the Board may make decision when more than half of the Board members are present or participate in the control treatment, if not the Statute sets stricter requirements. The Board may still not make a decision without all the members of the Board as far as possible are given the opportunity to participate in the treatment of the case. Have a Board Member there are decadent and Deputy for him or her, should be summoned as a Deputy member.
section 33. Majority requirements a decision of the Board requires that the majority of the Board members who participate in the treatment of a case, have voted for. In terms of what the host has voted for.
By choice or employment is considered the chosen or employee that gets the most votes. The Board may decide in advance that there will be held new poll if no one gets a majority of the voting. Standing vote the number same when selecting the Chairman of the Board or the host, the choice is determined by lot. In other cases of a tie to the host of the meeting have voted for.
Of the Statute may be determined more stringent rules than the vote follows from this paragraph and be given minority rules about sequence of a tie.
II. General Manager § 34. General Manager If nothing else is stipulated in the articles of Association, the Board of Directors may hire a General Manager. Businesses foundations referred to in section 4 subsection letters a and b, which has a base capital of three million or more, to have a General Manager. In such trusts can General Manager not be selected to the Chairman of the Board.
§ 27 first paragraph, second sentence applies to the General Manager.
section 35. Daily Manager's authority and responsibilities General Manager stands for the daily management of the Foundation's business and shall follow the guidelines and order the Board has given. The company's management does not include cases that after the Foundation's relationship is of unusual art or great importance.
The General Manager shall ensure that the Foundation's accounting is in accordance with the law and regulations, and that asset management is arranged in a reassuring way.
III. Other bodies § 36. Bylaw provisions that the Foundation should have other bodies than the Board of Directors and the General Manager of the statute it may be determined that the Foundation should have other bodies than the Board of Directors and the General Manager.
The Statute may provide that such bodies should have the authority to: a) to select Board members and to dethrone Board members when the terms of section 29 the second paragraph is present. This does not control the Member to be selected or chosen by the staff;
b) to determine the remuneration;
c) to supervise the Foundation's business;
d) to cast statement about the annual accounts and the annual report;
e) to decide the scrutiny;
f) to choose the Foundation's auditor;
g) to decide the transmutation of the Foundation at the suggestion of the Board;
h) to submit the statement of the Board of directors or other authority of the Foundation.
The statute can also stipulate that the Foundation should have a preparatory, advisory or decision-making body that fully is subject to the Board's redo and instructional authority.
Other authority than that which follows from the second paragraph, cannot be added to such bodies.
The rules in section 37 of the incapacity and section 40 of the remuneration also applies to a member of the body, as mentioned in paragraph here.
IV. Conflict of interest, representation, etc.,
section 37. Conflict of interest A member of the Board or a manager must not participate in the treatment or the decision of the question that has such a particular importance for him or herself or for his or her close associates, that he or she must be considered to have a prominent personal or financial special interest in the case.
A member of the Board or a Manager may not participate in the proceedings or the decision when he or she has the position or positions of trust in a private or public institution, organization, or a company that has financial or other prominent special interest in the matter, or when he or she in such property have previously participated in the treatment of the case. The first sentence is not, however, preclude that a Board member or the Managing Director who has public position or Office, participating in the proceedings or the decision of the questions that essentially concerns the use of the funds that the Foundation has been provided from the public.
section 38. Externally, the Foundation Board of Directors representation represents the externally.
The Board may give Board members or the General Manager the right to represent the Foundation outwardly, alone or jointly, unless it is set out in the statute that the Board is not going to be able to assign such a power of attorney. The Board may at any time revoke power of Attorney after the first period.
The General Manager represents the Foundation outwardly in matters that are included in the company's management.
§ 39. Exceeding of the representational right Have someone who represents the Foundation outward under section 38, by disposal on behalf of the Foundation of its authority, the outline is not binding for the foundation if the Foundation will make that medkontrahenten understood or should have realized that the authority was exceeded and it would run counter to fairness to do outline the current.
section 40. Remuneration remuneration of Board Member, Executive Director or other leading employee of a Foundation shall stand in a reasonable relationship to the work and responsibilities that come with the task or position. Foundation audit can put down the remuneration which is unreasonably high.
Remuneration that are set out in the agreed-upon violation of or first paragraph, is not valid. The allowance is to be reversed, it rendered the Foundation.
V. Employee representation in the trader trusts § 41. Employee impersonation right on the Board in the trader trusts referred to in section 4 subsection letters a and b, the companies Act section 6-4 the first and the second paragraph about the employee's right to control the representation corresponding to business activity.
In the trader trusts referred to in section 4 subsection letters a and b, which has more than 200 employees, the employees are going to choose the number of Board members, observers and deputies as follows of the companies Act section 6-4 the third paragraph as to business activity.
The provision in section 28 of the service over the length does not apply to Board member and observer that is selected according to the rules in the first and second paragraph.
The King can in the regulation or in individual cases to determine which employees are related to the food business, and what issues pertaining to this. The companies Act section 6-4 fourth paragraph applies accordingly.
§ 42. Employee impersonation right in corporations and groups of companies For the business person as mentioned in the foundations section 4 other paragraph, LITRA c, the companies Act section 6-5 equivalent as to business activity. The King can in the regulation or in individual cases, determine which employees are related to commercial business and what issues pertaining to this.
Chapter 5. Accountant section 43. The choice of Auditor, etc. The auditor shall be elected by the person or persons or bodies which, by statute, select or appoint the Board's members, unless it is stipulated otherwise in the by-laws.
Foundation audit can deprive an auditor mission if he or she is not carrying out its duties under the Act, and the one that has the authority to choose the auditor under subsection, fails to do this. Foundation audit can also appoint the Auditor, if the one that has the authority to choose the auditor under subsection, fails to select auditor, or select an auditor who does not fill the criteria to be the auditor of the Foundation. Foundation Authority's appointment applies to the time until another auditor is chosen on the prescriptive way.
If one or more municipalities or county councils have the right to elect or appoint a majority of the Board, municipality and County audit is selected by the Foundation's auditor. The same is true where the Foundation's business essentially is based on the grants or grant from the municipality or County Council as mentioned. For policies of this section.
§ 44. The auditor's duties of the Foundation may require that audit the auditor makes closer to account for certain specified conditions of the Foundation. Copy of the auditor's letter of påpekninger as mentioned in Auditor Act 5-2 fourth paragraph will be continuously sent to the Foundation Board.
In the audit report to the auditor a statement about the Foundation is managed and whether the distributions are made in accordance with the law, the Foundation's purpose and the statutes at large.
If the Board members or employees of the Foundation, creating, or related to any of these, have received loans or other performance from the Foundation, the auditor shall certify that the performance is in accordance with the law, regulations and the Foundation's purposes.
Chapter 6. Transmutation section 45. Transmutation Of transmutation is meant in the act here change or repeal of the legal outline that forms the basis of the Foundation, or of the Foundation's articles of Association.
In addition to the modification or repeal of the single provisions in the legal outline that forms the basis of the Foundation, or in the Foundation's articles of Association, including the transmutation go out on: a) that the Foundation be repealed and wound up, b) that the Foundation be merged with one or more other foundations with substantially similar purposes, c) that the Foundation is divided into several foundations, d) that båndlagt property of the Foundation , is released, e) that it be made exceptions to the Statute in the individual case.
The rules on transmutation in this chapter does not apply to a) raise and nedsetting of basic capital, b) stipulated the change that is needed to bring the Statute in accordance with the requirements that apply to self-employed foundations.
Amendments as mentioned in this paragraph may be adopted by the Board.
The rules in this chapter may not be waived in the legal outline that forms the basis of the Foundation, of the statute or of the assigned conversion authority.
section 46. Terms of transmutation Transmutation can be made when a provision of the statute or the legal outline that forms the basis of the Foundation a) does not comply with, for example, because the Foundation's capital is insufficient to meet its purpose in a reasonable way, b) is obviously useless, c) is contrary to the purpose of the outline that forms the basis of the Foundation, for example, because the creator's prerequisites for the provision has failed , or d) is obviously unfortunate or obviously unreasonable.
If the provision does not apply to the purpose of the Foundation, and it is believed that otherwise it by creation is not added significant weight on it, transmutation happen when the provision is found to be unlucky or inappropriate.
§ 47. The contents of the conversion decision when the transformation applies to the Foundation's purpose or another provision that it must be assumed that it was added substantially by the creation of the Foundation, to transformation as far as possible be adapted the original purpose or the objective as it must be assumed that the provision.
Involves the transformation that the Foundation is revoked under section 52, the capital that is left after the kreditorenes requirements are covered by the said provision, be used in a manner consistent with the Foundation's purpose, or a related purpose. If this is not possible, to the capital rather than go to a nonprofit.
section 48. Who can make transmutation Foundation audit can transform the foundations according to the rules in this chapter.
Of the Statute, other than the Foundation the authority be empowered to transform the Foundation. The creator of a Foundation may still not be granted such authority. Resolution to transform a foundation that is hit after stipulated the provision as mentioned in the first sentence, is not valid until it is approved by the Foundation the authority under section 51.
Foundation audit can by individual decisions or by regulation fix who shall be deemed to create the second paragraph after the second sentence, when the Foundation is created by a public authority.
section 49. Case management by transforming before the Foundation the authority or the like in the case is given the morphing empowered by the Statute, hit the decision on transmutation, it shall be sought the opinion of the creator, if not it is the creator himself who has applied for transmutation. If the creator is dead, it should if possible be sought the opinion of relatives and others who have been left him or her near, and from organizations, public authorities and others affected by the transformation. It should also be sought the opinion of the Board, if not it is the Board even as going to see the decision, or it is the Board who have applied for transmutation.
§ 50. Foundation Authority's conversion authority Foundation the authority can only make transmutation upon application from the creator or the Board. Foundation audit can still make the transmutation of its own initiative, if it obviously exists conditions such as mentioned in section 46 the first paragraph, and the creator or the Foundation's Board of Directors did not even apply for transmutation.
§ 51. Foundation Authority's trial of the conversion decision when the Foundation Authority has received notice of the conversion decision, cf.. § second paragraph 48 third period, you should try if the decision is in accordance with this law and the Foundation's statutes before the decision is recorded in the Foundation registry. If the Foundation audit finds that the conversion decision is not in accordance with this Act or the by-laws, should the decision be denied registered.
§ 52. The repeal of the foundations when it is hit decision to revoke a Foundation, and the decision in the case is approved under section 51, shall choose a Formation audit liquidation of the Foundation, which will take place for the Board and in the case of the General Manager.
Foundation audit should announce the decision to revoke the Foundation in the Brønnøysund Register Centre's electronic publication of the announcements. In the announcement to the Foundation's creditors are notified that they must report their claims to the Chair of the phasing-out within six weeks from the announcement. Name and address of the Chairman of the phasing-out should be disclosed in the announcement. All creditors with known address shall as far as possible have special notice.
The phasing-out the Board shall make a record of the Foundation's assets, rights and obligations and make up a balance in view of the liquidation of the Foundation. Of contents and the balance will be in the revised stand sent Foundation audit.
The Foundation's assets should be undone in the money as far as it is necessary to cover its obligations. The winding-up Board shall ensure that the obligations will be covered to the extent that the creditor his claim does not waive or agree to take another that debtor instead. Can a creditor does not exist, or he or she refuses to receive his claim, the amount deposited in the Philippine Bank after the rules of law 17. February 1939 No. 2 If the disposal in gjeldshøve. What is left of assets after creditors are covered after the other and the third periods, will be issued to the purposes as mentioned in section 47 the second paragraph, but at the awards ceremony should be taken subject to the asset or the amount may be required back to the extent that this is necessary to meet creditors that are not covered by other and third period.
After finishing the payment lodged revised settlement for Foundation audit, to approve the settlement and to record that the Foundation is revoked. Faced with the creditor that has not been coverage after the fourth paragraph, the winding-up Board members jointly and severally liable without limitation, if there will be made that they have acted with due care. Claims against it that have received the assets after the fourth paragraph, last sentence, and claims against the winding-up Board members expire three years after it was recorded that the Foundation was lifted.
section 53. The merging of two or more trusts a decision about transmutation can go out on that two or more foundations are merged to a new Foundation, or that one or more trusts confer its assets, rights and obligations as a whole to another Foundation (merging).
Foundation the authority may require that the boards in each of the foundations to be joined, shall prepare a written report about the merger and what it will mean for the Foundation. The report will give an account for the impact the merger can get for the Foundation's creditors and the employees of the Foundation. Foundation audit can also require the last annual accounts, annual report and audit report for stiftelsene. It is also required that it be worked out mellombalanser for stiftelsene, which should be prepared and revised by the rules for the annual accounts. Has the Foundation employees, the employees are given the opportunity to make a statement about the merger, and written statements from the staff or representatives of the staff to be sent Foundation audit.
When the Foundation the authority to try a decision about the merger under section 51, or even going to see decision on merging, it shall try about the decision adequately protects the consideration of the foundations participating in the merger, stiftelsenes creditors, employees and others who are affected by the merger.
When the merger is passed, and the decision in the case is approved by the Foundation the authority, the authority shall announce the Formation the decision in the Brønnøysund Register Centre's electronic publication of the announcements and notify creditors that they stiftelsenes must report to the Foundation within six weeks from the announcement, if they want to make objection against the merger.
Does a creditor with uomtvistet and overdue receivable objection before the deadline, the merger can not be carried out until the receivable paid. A creditor with disputed or not overdue receivable may require reasonable assurance will be asked, if the receivable is not reassuring secured. The companies Act section 13-15 the second paragraph, second sentence, and the third and fourth paragraph, cf.. section 18-3, applies accordingly.
When the deadline for objections is gone out without that it's come the objections from the creditors, or when the claims of the creditors are treated in accordance with the fifth paragraph, should be a qualification to the Foundation the authority for each of the stiftelsene that the relationship with the creditors do not preclude implementation of the Association. Bevitnelsen should be signed by the Board of Directors and the auditor. Foundation audit should then sign the merger in the Foundation registry. The merger will take effect from the registration time.
§ 54. Sharing of the foundations a decision about transmutation can go out on that a Foundation is to be divided into two or more foundations.
For the implementation of the Division applies to section 53 accordingly, cf. still, the third paragraph in the section here.
The decision about sharing to specify how the Foundation's assets, rights and obligations to be distributed between the foundations participating in Division. The companies Act section 14-11 applies.
section 55. The transmutation of other than trusts rules of this chapter applies to: a) wealth values as by agreement, testament, trusts or other private law outline is transferred to a made up another Foundation or form of entity (individual, Association, company, public institution etc..), with the provision about how wealth value to be used. This does not apply rights covered by servituttloven;
b) wealth values that are collected for a specific purpose;
c) asset values that belong to a Union, when it follows from the Union legal rules that the Association does not have the free disposal of the funds.
The rules in this chapter also applies to public funds (funds that public body has set aside for specific purposes by appropriation or tax injunction) to the extent that the competent authority determines.
Application for conversion after the first and the second paragraph can be put forward by the obligation rests on, or the that otherwise prevails over the funding issue.
Chapter 7. Civil liability and criminal liability. Investigation section 56. Liability the Foundation may require that a Board Member, person with tasks in the body as mentioned in section 36, General Manager, auditor and investigates replaces loss as they intentionally or negligently have done Foundation during the performance of their duties.
Liability for this paragraph can be mitigated by damaged replacement law § 5-2.
§ 57. Decision to promote the claim on behalf of the Foundation Board decides whether it should be promoted damages on behalf of the Foundation against them as is mentioned in section 56.
If the replacement requirement applies one or more Board members, determines the other Board members about the requirement to be promoted. The requirement applies to all members of the Board or as many Board members that the Board is not vedtaksført under section 32 first sentence, can claim promoted by the person or the body that chooses the Board.
Foundation audit can in any event promoting liability claims against the Board members on behalf of the Foundation.
section 58. Punishment Creates, Board Member, person with tasks in the body as mentioned in section 36, General Manager and accountant who wilfully or negligently contravenes a provision given in or pursuant to the law here, punishable by fines or under aggravating conditions with imprisonment for up to one year.
Leading employee who is granted the authority to make decision on behalf of the Foundation within the specific issues, and who intentionally or negligently contravenes a provision given in or pursuant to the law here in the exercise of its authority, punishable by fines or under aggravating conditions with imprisonment for up to one year.
The aging time limit for access to travel criminal case is five years.
section 59. Investigation Foundation the authority may decide to investigate the creation of a Foundation, the management of the relationship or closer to the specified by the management or the financial statements. Foundation audit will provide the Foundation or in case the investigation otherwise it will include, the opportunity to make a statement before the decision taken.
Foundation audit may conduct the investigation himself, or appoint one or more granskere to conduct the investigation on behalf of the Foundation audit. The Foundation's management will ensure that the Foundation audit, possibly granskeren, given the opportunity to make the necessary investigations of the Foundation, and that they be given the necessary information or other assistance. Special appointed investigating have confidentiality after the administrative law § § 13 flg.
It should be written account of the investigation. The account should be sent the Foundation and others who are affected by the investigation.
Foundation the authority may order the Foundation totally or partially to cover the public interest expense by the investigation.
Chapter 8. The effective-and transition rules. Changes in other laws § 60. Entry into force the law applies as of the time the King decides. 1 § 61. Transition rules For foundations that are created before the law takes effect, apply the law with the following exceptions and special rules: a) the requirement in section 14 the first paragraph that the foundations should have a basic capital of at least 100,000 dollars by the creation, does not apply to trusts created before the law takes effect.
b) employed as mentioned in § foundations 4 second paragraph letters a and b, and that at the time the law takes effect, have a basic capital of less than 200 000 dollars, at the latest within five years after the entry into force have raised because the capital to at least this amount, cf. § 22 first period. Foundation audit can on application make exceptions from the first sentence.
Foundations that are created before the law comes into force shall no later than two years after the entry into force be reported to the Foundation the authority in accordance with section 11 the first paragraph. § 12 the first paragraph letters a and b also applies.
d) Statutes that are not in accordance with the law, shall at the latest within two years after the entry into force be brought in accordance with this. Changes that are needed to bring the Statute in accordance with the law, to be conducted under the rules of Chapter 6, yet with the exception of section 46.
e) Loans or collateral that is contrary to section 20, to be wound up or be brought in accordance with the provision no later than two years after the entry into force of the law.
f) Trusts that are created before the law takes effect, shall be organized in accordance with the rules in Chapter 4 at the latest within two years after the entry into force.
g) as it is Transforming hit decision on or sought the County about before the law takes effect, be carried out according to the rules of the Act 23. in May 1980, Nr. 11 about the foundations and chapter VI.
h) up to 1. January 2009 can Foundation audit fail to announce the decision about the termination of a foundation by the rules in section 52 second paragraph, if the audit finds that the objective of the Foundation's creditors are adequately taken care of without such announcement or by limited announcement. All creditors with known address to anyway as far as possible have special notice.
in the) King can give closer to the transition rules.
section 62. Changes in other laws from the time the law will take effect the following changes are made in other laws: 1.-2. Law 23. in May 1980, Nr. 11 about the foundations, etc..
3. - - -
4. In law 21. June 1985 No.. 78 on the registration of the enterprises made the following changes:--5. In the law 10. June 1988 No. 40 about financing business and financial institutions made the following changes:--9. In law 17. July 1998 No. 56 accounting etc. (accounting) made the following changes:------
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