How to start your business in Norway? Dr. Linmei Nie [email protected] 8 November 2015

CSDI - Centre for Sustainable Development and Innovation of Water Technology

Background •

Education: - Bachelor and Master in China in Hydraulic Engineering and Hydropower - PhD at NTNT in Trondheim on Urban Flooding Risk Management

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Working: - 1984-1997, China in a Hydropower plant and university - 1997- 2015, Norway at University, Govermental and research Insitute - 08.2015 - , started CSDI

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Areas Water, Hydropwer, Dam safety, Flooding, Climate change, Adaptation

CSDI - Centre for Sustainable Development and Innovation of Water Technology

What is an Entrepreneur? • • • •

A starter and creator A driver and in charge Accountable and responsible Assuming risk for the sake of profit, with passion, internal fuel and stamina

- Kristian Aartun, who started at ago 13 to work at a radio station and newspapers, and more .... Workshop on Entrepreneurship and Innovation, CPN and CCI. 25. October 2015

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Doing by yourself

CSDI - Centre for Sustainable Development and Innovation of Water Technology

Outline 1. 2. 3.

How to choose a form of an organization Registration process Introduction of CSDI and Plan for future development, in collaboration with CPN.

CSDI - Centre for Sustainable Development and Innovation of Water Technology

Part 1. How to choose a form of your organiztion?

CSDI - Centre for Sustainable Development and Innovation of Water Technology

Form of organization • • • • • • • • •

Sole proprietorship* * Limited company (AS)** Partnerships (ANS/DA) Cooperative societies (SA)* Association* Foundation* Public limited company (ASA) Norwegian-registered foreign enterprises (NUF) European Company (SE)

More information: https://www.altinn.no/en/Start-and-Run-aBusiness/Before-start-up/Choosing-anorganisational-structure-/.

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Enkeltpersonforetak ** Aksjeselskap (AS) ** Ansvarlig selskap (ANS/DA) Samvirkeforetak (SA)* Forening * Stiftelse * Allmennaksjeselskap (ASA) Norskregistrert utenlandsk foretak (NUF) Europeisk selskap (SE-selskap)

Mer: https://www.altinn.no/no/Starte-og-drivebedrift/Forberede/Velgeorganisasjonsform/

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1. Sole proprietorship (SP) •

A sole proprietorship (Enkeltpersonsforetak) is a form of incorporation in which a 'physical person' is liable for a business. This means that he or she is financially liable for all the enterprise's liabilities and obligations.

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The owner of a sole proprietorship is not obliged to set aside funds for the enterprise, since he or

she is personally liable in any case.

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The owner decides everything to do with the enterprise. There are no separate acts of law regulating sole proprietorships.

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Basic requirements: - The owner must in general be of age (18 years). - He or she does not have to be a resident of Norway. However, the enterprise is required to have an

address in Norway. - Exceptions: (1) 15 years - The guardian may with the consent of the County Governor give

permission that a minor who has turned 15 years, may operate a specific business activity. The minor may only conduct business in a sole proprietorship.

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What name can you choose? Generally, these requirements apply when choosing the name for your enterprise/incorporation:

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At least three letters from the Norwegian alphabet Only certain defined symbols can be used in addition to letters

The name cannot correspond to the name of the country, county or municipality alone The name cannot be identical to a registered name The name must not be potentially misleading or provoking The names must always include an indication of form of incorporation(AS, DA, SA etc.) In the case of sole proprietorships, your last name/family name must be included in the full name of

registration Obs: 1. *In addition to the formal name of the enterprise you may choose to use a separate marketing name (virksomhet) 2. Even if you meet the above requirements and the name has been approved by the Register of Business Enterprises, other business owners can complain to the Norwegian Industrial Property Office (NIPO) if the name you have chosen can be confused with their enterprise name or trademark. It is also in your own interest to choose a name that is unique and avoid confusion with other business enterprises. 3. More information of the names: https://www.altinn.no/en/Start-and-Run-a-Business/Before-start-up/Requirements-for-thename/What-name-can-you-choose/.

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Registration •

You must register your company in the Brønnøysund Register Centre (BRC). If you register with the Coordinating Register for Legal Entities only, nobody will assess the name you choose for your enterprise.

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Register with the Register of Business Enterprises (RBE), you risk that the name under which your business is known will not be approved in the Register of Business Enterprises. Not only that, but others may register with the Register of Business Enterprises before you do and have first claim to a name that can be confused with yours.

* If you have found a particularly good and catchy name, it may also be wise to seek immediate protection by registering your entity with the Register of Business Enterprises.

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Sole proprietorship (SP) Advantages • • •

No requirement for set aside fund for your company Less formalities than other types, such as AS You decide everything in the company

Disadvantages • • • • •

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Personal liability for debts Net profit is liable for tax (including salaries) Net loss can apply for tax deduction You must cover your sick money (e.g. salary) by your own (*check the rules!) You cannot apply for the national rules for travel refund (reiseregning), only the real cost will be refunded. Make your own agreement regarding working insurance in case of accidents, pension, etc.

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Form of organization • • • • • • • • •

Sole proprietorship* * Limited company (AS)** Partnerships (ANS/DA) Cooperative societies (SA)* Association* Foundation* Public limited company (ASA) Norwegian-registered foreign enterprises (NUF) European Company (SE)

More information: https://www.altinn.no/en/Start-and-Run-aBusiness/Before-start-up/Choosing-anorganisational-structure-/.

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Enkeltpersonforetak ** Aksjeselskap (AS) ** Ansvarlig selskap (ANS/DA) Samvirkeforetak (SA)* Forening * Stiftelse * Allmennaksjeselskap (ASA) Norskregistrert utenlandsk foretak (NUF) Europeisk selskap (SE-selskap)

Mer: https://www.altinn.no/no/Starte-og-drivebedrift/Forberede/Velgeorganisasjonsform/

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2. Limited company /Aksjeselskap (AS) •

In a limited company, (none of ) the owners (share holders) have any personal liability for the enterprise's liabilities. In principle, the owners of a limited company (the shareholders) can only lose the share contributions each has made to the company. Creditors can only file claims against the company.

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Limited companies must have as a minimum a share capital of NOK 30,000 in total. The share capital contributions must be confirmed by an auditor or a financial institution.

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It is possible to establish the share capital by assets (contribution) other than cash: (1) Only assets that can be recognized in the accounts can be used as a contribution. (2) It is required that these assets are needed in the business. * The timing of the valuation may be no earlier than four weeks prior to the formation. * A single person can also create a Limited company. it is basically regarded as an ordinary employment relationship where ordinary employer duties are applicable.

CSDI - Centre for Sustainable Development and Innovation of Water Technology

Foundation of a limited company •

Those preparing to start a new corporation (founders) must undergo some formal procedures before operations begin. The purpose of the formal requirements is that finance, rights and responsibilities are clearly agreed among the founders, and customers and suppliers are provided satisfactory security.

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A limited company is founded by the founders creating, dating and signing a memorandum of association which shall include statutes, composition of the board, leadership and choice of auditor.

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The limited company is established when all the founders have signed the memorandum of association. There is no requirement that the founders must meet to sign the document. The memorandum of association may well be forwarded between the founders.

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Preparing to register a limited liability company (AS) •

Before you can register a limited liability company, a share capital of at least NOK 30,000 must have been paid into a share capital account, and a confirmation from a bank must be attached during registration.

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The following documents must be enclosed to complete registration: - Memorandum of opening assembly - Constitution/Vedtekter of company/association - Confirmation from a bank/financial institution or auditor that the share capital has been paid in. - Memorandum of a board meeting, including if it is decided not to have an auditor. - Auditor's declaration of acceptance of the assignment

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If the share capital is to include anything other than Norwegian money (non-cash contributions), an opening balance must be prepared. The auditor shall describe and confirm the non-cash contributions. A valuation of the non-cash contributions will normally be required. The assets/non-cash contributions can be valued four weeks prior to the date of incorporation at the earliest.

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The company must be registered in the Register of Business Enterprises before it commences business activities, and three months after the memorandum of association has been signed at the latest.

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Other issues •

Sole shareholder company - A single person can own all the shares in a company, being the only board member or general manager and the only employee. - When a shareholder is employed in its own limited company, it is basically regarded as an ordinary employment relationship where ordinary employer duties are applicable.

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There are strict rules regarding how much of the shareholders can withdraw money from the company in the form of dividend. Shareholders, who work for the company themselves, can take out ordinary pay for the work they do.

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3. Cooperative society/Samvirkeforetak (SA) •

A cooperative society must always be formed by at least two persons and shall always have at least two members. The promoters can be both physical persons and legal entities.

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Registration of cooperative societies in the Register of Business Enterprises is mandatory, and notification must be sent within three months after signature of the memorandum of association. The company cannot take on any obligations before it is registered in the Register of Business Enterprises, unless otherwise provided by the memorandum of association or by law.

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The name of the enterprise shall include the word 'samvirkeforetak' ('cooperative societies') or the abbreviation 'SA'.

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European cooperative societies are regulated by the Act relating to European Cooperative Societies (the ‘SCE Act’). The act makes it easier for cooperative societies to move their head office to another EEA State without having to first dissolve and reincorporate the enterprise。

CSDI - Centre for Sustainable Development and Innovation of Water Technology

4. Association/ Forening • • •

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An association is an independent organisation for the promotion of one or more objectives of a humanitarian, social or nature. Associations can be either open or closed to the general public. An association is normally founded by at least two founders that create and sign on the memorandum of association and statutes for the association. An association must have at least two members, united in pursuance of common objectives. The members participate in making decisions, but do not own the association‘s capital assets, and cannot under any circumstances receive any dividend from the association. Only non-profit organisations registered in the Register of Non-profit Organizations can participate in the 'grassroots share' scheme or apply for a VAT refund from the VAT refund scheme. In order to register with the Register of Non-Profit Organizations, the association must have a board. CPN

5. Foundation/ Stiftelse •

A foundation is formed when assets are made independently available, by means of a will, donation or other legal disposition, for a particular objectives of an idealistic humanitarian, cultural, social, educational, financial or other nature.

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A Foundations must have an initial capital of at least NOK 100,000. In the case of commercial foundations other than holding foundations, the minimum requirement for initial capital is set to NOK 200,000.

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Foundations must have a board.

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The documentation must be created, signed and dated by the founders, not more than three months before registration: - Minutes of opening assembly - Memorandum of a board meeting, including if it is decided not to have an auditor. - Constitution/Vedtekter of company/association - Confirmation from a bank/financial institution or auditor that the share capital has been paid in. - Auditor's declaration of acceptance of the assignment

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Part 2. Registration

CSDI - Centre for Sustainable Development and Innovation of Water Technology

Register for the Register of Business Enterprise • Sole proprietorships that operate resale of purchased goods or have more than five employees • Limited companies (AS) and Public limited Companies (ASA) • General partnership (ANS) and general partnerships with shared liability (DA)

• Cooperative societies (SA) • Associations and foundations engaged in business activities • Foreign enterprises conducting business in Norway (NUF) • Enterprises that are subject to a duty to register pursuant to a specific act of law (housing cooperatives, housing associations, savings banks, commercial banks, insurance companies and students welfare organisations) • Jointly owned properties comprising nine or more units • Limited partnerships (KS) • European Companies (SE), European Cooperative Societies (SCE) and other enterprises with limited liability

• Municipal enterprises (KF) and county administration enterprises (FKF) • Inter-municipal companies (IKS) • Regional health trusts (RHF) and health enterprises (HF) • State enterprises (SF)

* Sole proprietorships without an obligation to register in the Register of Business Enterprises, can register voluntarily.

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Registration of an incorporation

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Video: https://www.youtube.com/watch?v=oj0CirGzU78

CSDI - Centre for Sustainable Development and Innovation of Water Technology

Learn more •

Registrering av bedrift og valg av selskapsform: https://www.youtube.com/watch?v=W_FuAAeg3Mw.

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Hvordan etablere bedrift, del 2: Registrering av foretak:* https://www.youtube.com/watch?v=oj0CirGzU78.

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Etablererkurs, del 3: Merverdiavgift: https://www.youtube.com/watch?v=bvrOp5j5u9w.

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Etablererkurs, del 4: Forretningsplan: https://www.youtube.com/watch?v=AhTS5njmuj0.

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Etablererkurs, del 5: Forpliktelser (regnskap og skatt): https://www.youtube.com/watch?v=AoKd2kXxoPs. www.atinn.no

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https://www.altinn.no/en/Start-and-Run-a-Business/

CSDI - Centre for Sustainable Development and Innovation of Water Technology

Part 3. CSDI

CSDI - Centre for Sustainable Development and Innovation of Water Technology

About CSDI •

Centre for Sustainable Development and Innovation of Water Technology (CSDI).

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CSDI is a non-profit organization based in Norway. It was established in June 2006 as a sole proporietorship; terminated during 09.2008-05.2015, re-started in 2015.

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Primary goal of CSDI is to contribute to societal safety and better quality of life through sustainable development and innovation and dissemination of water technologies in the areas of Stormwater management, Flood Risk management, Renewable energy (mainly Hydropower), Environmental protection (water quality and pollution control) and Material science (Hydraulic material and nanomaterials) and contribute to the collaboration between China with Norway and EU countries.

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www.csdi.no (under development)

CSDI - Centre for Sustainable Development and Innovation of Water Technology

CSDI ORGANIZATION CSDI BOARD

Executive group

Advisory group – Partners and networking

WATER

Stormwater

Renewable energy

Environment

Material

CSDI - Centre for Sustainable Development and Innovation of Water Technology

Hydropower development in Norway

CSDI - Centre for Sustainable Development and Innovation of Water Technology

Climate change, flood risk assessment and management

CSDI - Centre for Sustainable Development and Innovation of Water Technology

Modelling the drainage capacity of hydraulics structures

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a+b+c

Stormwater management BMP in cold climate d a. 17.02.2011

b. 23.03.2011

c.12.06.2011

d.31.07.2011

Laborotory testing and construction of SK brush Polyurea SK polyurea tensile test

Step 3. Primer & brush polyurea

CSDI - Centre for Sustainable Development and Innovation of Water Technology

ACTIVITIES • • • •

Coordinate and participate in R&D projects; Provide training courses within our expertise areas; Organise seminars and workshops within our focal areas. Establish networking for both advanced and young professionals and university students;

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Establish a multicultural exchange base for visiting professionals and students staying in Norway

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Plan of the next step • • • • • • •

H2020 proposal for 2016 and 2017 Proposals to RCN

Apply support from IN Municipaliyies and Norwegian Water Participatate in on-gping projects Particiate and organise seminars Extend our networks

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TEAM UP • We expect more CPN menbers and scientists in other assciations to use CSDI as a template to develop you ideas and career at different levels.

CSDI - Centre for Sustainable Development and Innovation of Water Technology

CSDI - Centre for Sustainable Development and Innovation of Water Technology

Thank you very much for your attention. We look forward very much to collaborate with you on proposals.

Contact: Dr. Linmei Nie Director for CSDI E-mail: [email protected] Phone: +47 93625108; Web: www.csdi.no

CSDI - Centre for Sustainable Development and Innovation of Water Technology