When you are about to start a limited company, you will sooner or later face the same choice: incorporate the company yourself from scratch, or buy a shelf company that is already registered.
Both routes end with the same result – you end up with an ordinary Norwegian AS. The difference lies in time, cost and how much you have to do yourself along the way. For some people the answer is obvious. For others it is worth doing the maths before deciding.
In short
Incorporate an AS yourself if you have a couple of weeks to spare, want the lowest possible cost, and want full control over the name and articles of association from day one. Buy a shelf company if you need an organization number now – for example to sign a contract, bid on a tender or open a bank relationship quickly – and are willing to pay a little extra to save the time it takes to wait for registration.
What is the actual difference?
When you incorporate an AS yourself, you create the company from scratch. You prepare the memorandum of association and articles of association, pay in the share capital, and submit the incorporation to the Register of Business Enterprises via Altinn. The company does not exist as a separate legal entity until registration is complete – which also has practical consequences for who is liable for agreements you enter into in the meantime, see who is liable for contracts before a company is registered.
When you buy a shelf company, you instead take over a company that someone else has already incorporated and registered – but that has had no activity. You take over the shares, and then the name, purpose, board and address are changed so the company fits your business. The organization number is the same as before the purchase; that is the only thing that cannot be changed. You will find a more thorough walkthrough of the concept in what is a shelf company, and when is it worth it.
In short: incorporation is about building something new. A shelf company is about taking over something that already exists, and adapting it.
Time: how much faster is a shelf company?
This is usually the main reason people consider a shelf company in the first place.
With ordinary incorporation you have to go through the whole process: signing incorporation documents, paying in and confirming share capital, and then processing at the Register of Business Enterprises. Even with digital submission via Altinn you depend on all parties signing in time, the bank confirming the payment, and processing not being backlogged. Total time from when you start until the company is registered therefore varies – but it is normally a matter of a few days to a couple of weeks.
When buying a shelf company, the registration itself is already done. Once customer due diligence is complete and the documents are signed, you can in practice start using the company immediately – the organization number already exists. What still takes time is usually what takes time anyway: the bank's own customer due diligence before an account can be opened, and processing of name, board and address changes at the Register of Business Enterprises.
In other words: a shelf company removes the waiting time for the incorporation itself, but not necessarily all waiting time around the bank and register changes.
Cost: what do the two options actually cost?
If you incorporate yourself, you mainly pay two things:
- Registration fee to the Register of Business Enterprises (changes from time to time – check the current rate with the Brønnøysund Register Centre before you decide)
- Share capital of at least NOK 30,000, which is not really a cost in the usual sense – the money stays in the company and belongs to you as owner
When you buy a shelf company, the provider's fee comes in addition to this. At Stift there are two main models to choose from:
- Simple takeover, where you pay the fee on takeover and handle any outstanding balance by agreement
- Full settlement, where the fee and outstanding balance are settled at the same time, so you end up with a company with no outstanding items
See current prices and what is included under order a shelf company.
The simple picture is that incorporating yourself is normally cheapest in straight kroner. What you pay extra for with a shelf company is not the company itself – it is time, predictability and someone else having done the groundwork.
Risk and history: what are you actually taking over?
This is the point most people ask too few questions about.
A good shelf company should be completely without history: no activity, no employees, no entered agreements, no unpaid obligations. The share capital should be correctly paid in and documented. In other words, there should in practice be nothing to "inherit" beyond the company form itself and the organization number.
The risk arises when this is not the case – either because the company has actually had some activity, or because the documentation is incomplete. Therefore, regardless of who you buy from, you should always:
- ask for written confirmation that the company has no activity or obligations
- be shown the memorandum of association, articles of association and confirmation of paid-in share capital
- check the company yourself against public registers before you sign
If you incorporate yourself, you do not have this problem at all – by definition the company has no history before you create it. That is a real advantage of self-incorporation that is easy to forget when time pressure is the main theme of the assessment.
When does it pay off to incorporate an AS yourself?
Self-incorporation normally suits best when:
- you have a few weeks and no urgent deadline
- you want the lowest possible total cost
- you want full control over name, purpose and articles of association from day one, without having to change anything afterwards
- the company structure is simple, and you do not need an organization number before the bank and registers have in any case processed the case
When does it pay off to buy a shelf company?
A shelf company is normally most relevant when:
- you are about to sign a contract, bid on a tender or meet an application deadline that requires a registered AS now
- you need an organization number to open a bank relationship or establish a supplier relationship quickly
- you are carrying out a restructuring, acquisition or group establishment where a ready-made registered company simplifies the process
- the value of getting started faster is greater than the extra cost of the provider's fee
Comparison: incorporate an AS yourself vs. buy a shelf company
| Topic | Incorporate AS yourself | Buy a shelf company |
|---|---|---|
| Time | Depends on signing and processing time – normally a few days to a couple of weeks | Takeover can often happen on the same day documents are signed |
| Organization number | Available only after registration | Already exists on takeover |
| Cost | Lowest – only registration fee and share capital | Higher – provider's fee comes on top |
| History/risk | None, since the company is brand new | Should be verified in writing, but should in principle be zero |
| Flexibility on name/purpose | Full control from the start | Set up on takeover, but can be changed |
| Best when | You have time and want to keep cost low | You need an AS quickly – contract, tender, bank, deadline |
More than one owner? Don't forget the shareholders' agreement
Regardless of whether you incorporate yourselves or take over a shelf company together with others, you should consider a shareholders' agreement as soon as the company has more than one owner. The articles of association cover the company-law framework, but say little about how you will actually work together, what happens if someone leaves, or how share sales should be handled. You will find a thorough walkthrough in what is a shareholders' agreement, and do you need one when starting a Norwegian limited liability company.
How to incorporate an AS yourself – step by step
- Prepare the memorandum of association and articles of association, including name, purpose, share capital and board composition.
- Pay in the share capital to an account opened for the purpose, and get confirmation from the bank.
- Sign the incorporation documents digitally together with the other incorporators.
- Submit the incorporation to the Register of Business Enterprises via Altinn, with necessary attachments.
- Wait for processing. When the company is registered, you receive an organization number and can start using the company.
How to buy a shelf company – step by step
At Stift, the takeover follows these steps:
- Fill in details about the buyer and desired changes for the company.
- Customer due diligence, where we confirm identity and beneficial owners.
- Documents prepared – transfer and company documents are set up.
- Digital signing by the parties.
- Takeover registered, and you gain control of the company.
See the full process and prices under order a shelf company, or contact us if you are unsure what suits you.
Common misconceptions
"A shelf company is always much more expensive in total." Not necessarily. The fee comes on top, but the share capital is the same either way, and you save costs linked to your own time and any delay.
"Incorporating yourself is always slow." Digital incorporation via Altinn often goes faster than people expect, especially if all parties are ready to sign and the capital is confirmed as paid in straight away.
"A shelf company always has some kind of history." Not if it is set up correctly. A genuine shelf company is incorporated solely for resale and should never have had ordinary activity.
"I can't change anything about a shelf company." You can change name, purpose, board and address after takeover. The only fixed thing is the organization number.
Conclusion: which choice suits you?
The question is rarely what is right in itself, but what is right for your situation now.
If you have time and cost is what matters most, self-incorporation is normally the best choice. If you have a deadline, a contract or a bank process that cannot wait, the extra cost of a shelf company is usually money well spent – as long as you choose a serious provider and get the documentation in place.
Related articles
- What is a shelf company, and when is it worth it?
- Who is liable for contracts before a company is registered?
- What is a shareholders' agreement, and do you need one when starting a Norwegian limited liability company?
Stift helps you get started quickly
At Stift you can take over a ready-made registered AS with prepared documents, completed customer due diligence and an orderly takeover process – without ordinary incorporation time.
Unsure whether a shelf company is right for you, or whether you should incorporate yourself? Contact us and we will help you assess what suits you best.
