What Is a Holding Company and When Is It Worth Setting One Up?
What Is a Holding Company and When Is It Worth Setting One Up?
ive had an AS for four years and more and more profit is staying in the account. I want to invest in another company, but I dont know if I should set up a holding company first and report everything through Altinn? How do I go about it?
Do you run an AS and wonder whether a holding company could help you accumulate and reinvest profits more safely? In this article, we explain how this structure works, what tax benefits it offers, and when an additional company actually makes economic sense.
What Is a Holding Company?
A holdingselskap (holding company) is not a separate legal form. Most often, it is an ordinary Norwegian AS whose main purpose is to own shares in other companies.
A typical structure looks like this:
You as a private individual -> Holding AS -> Operating AS
A holding company can own one operating company or several companies conducting different types of business. However, each AS remains a separate legal entity with its own organisation number, bank account, accounting records, and reporting obligations.
A holding company cannot own an ENK, because an ENK belongs directly to a private individual. If you run a sole proprietorship, you will first need to convert from ENK to AS.
How Does a Holding Company Affect Taxes?
The key benefit is fritaksmetoden (the exemption method). Under its rules, qualifying dividends and gains from the sale of shares received by Norwegian AS companies benefit from special tax treatment.
| How money is transferred or received | Taxation in 2026 |
|---|---|
| Dividend from Operating AS directly to a private individual | 37.84% after taking the shielding deduction into account |
| Dividend from Operating AS to Holding AS | Usually an effective 0.66% |
| Dividend within a group, where the holding company owns more than 90% of the shares and voting rights | 0%, if the group conditions are met |
| Gain from the sale of qualifying shares by Holding AS | Generally 0% |
The 0.66% rate results from taxing 3% of the dividend at the corporate income tax rate of 22%. For a dividend of NOK 1,000,000, the tax in the holding company will therefore usually be NOK 6,600.
A holding company primarily defers personal tax. When you later pay money out from Holding AS to your private assets as a dividend, tax will apply at a rate of 37.84% in 2026, after taking the applicable shielding deduction into account. We discuss ways of withdrawing funds privately in more detail in the article how to withdraw money from an AS company.
The exemption is particularly important when selling a business. If Holding AS sells the shares in Operating AS, the gain can remain in the holding company without personal tax and be reinvested. However, if Operating AS sells machinery, contracts, real estate, or other assets, the resulting income is generally subject to 22% tax.
Fritaksmetoden does not cover all instruments or all foreign companies. Investments outside the EEA, among others, require specific analysis. Losses on shares covered by the exemption are not tax-deductible.
When Is It Worth Setting Up a Holding Company?
| Your situation | Does a holding company usually make sense? | Main reason |
|---|---|---|
| The company regularly generates surplus funds | Yes | You can reinvest funds before paying personal tax |
| You plan to sell shares in Operating AS | Yes | Gains from the sale of qualifying shares may be exempt |
| You want to run several different businesses | Yes | You can separate operations and risk between separate AS companies |
| You have several shareholders | Often yes | Each shareholder can have their own holding company and decide independently on private dividends |
| You withdraw almost all profits for private expenses | Usually no | Personal tax will only be deferred |
| The company has low profits and you do not plan investments or a sale | Usually no | Administration costs may outweigh the benefits |
A holding company also makes it possible to move a properly approved dividend outside the company carrying the operational risk. However, after the payment, Operating AS must retain adequate equity and liquidity, meaning the funds needed to meet its obligations.
How Much Does It Cost to Set Up and Maintain a Holding Company?
The simplest option is to plan the structure from the beginning:
- You set up Holding AS.
- Holding AS sets up or subscribes for shares in Operating AS.
- You own the shares in the holding company, and the holding company owns the shares in the operating company.
Each AS must have share capital of at least NOK 30,000. Electronic registration of one AS costs NOK 6,825 in 2026, so the registration fees for two companies total NOK 13,650. The AS registration must be submitted to the Register of Business Enterprises within 3 months of signing the memorandum of association.
A holding company also creates ongoing costs. You need separate accounting, an annual tax return, financial statements, and shareholder reporting. You can find the specific dates in our overview of reporting and tax deadlines in Norway.
If Operating AS is already active and has gained significant value, do not transfer its shares to a new holding company without prior analysis. Such a transaction may be treated as a sale of shares and trigger tax on their increase in value to date. Safely adding a holding company above an existing AS requires a properly planned reorganisation.
FAQ - Frequently Asked Questions
Summary
- Holding AS owns shares in the operating company and makes it possible to separate investments from ongoing operational risk.
- The greatest benefit is the ability to reinvest dividends and gains from the sale of qualifying shares without immediate personal tax.
- A holding company is usually worthwhile when there are regular surplus funds, a planned company sale, or several projects, but it creates additional costs and obligations.
If you need help assessing whether it is worthwhile and setting up a holding company, call us: +47 21 38 38 21. We will help you choose a structure that suits your company's plans.
Article author: Marcin - marcin@efirma.no