US Company Formation from Norway (2026): NOKUS and the US LLC, the Shareholder Model, Wealth Tax, Exit Tax, the 1971 US–Norway Treaty and the AS-Owned Delaware Subsidiary

Norwegian companies have deep ties with the USA: offshore energy service firms in Houston, seafood exporters selling salmon to American supermarkets, maritime software, and a growing group of Oslo and Bergen start-ups raising from US investors. Norwegian individuals ask about US LLCs too, often after reading that an LLC "pays no tax".

Norway's tax system has firm answers for each of these. For companies, the participation exemption (fritaksmetoden) makes a Delaware corporation the natural subsidiary. For individuals and some companies, the NOKUS rules can tax a Norwegian owner on a low-taxed foreign company's profits as they arise, and Norway's tax appeals board has applied NOKUS to a Delaware LLC. The shareholder model, wealth tax and exit tax shape the rest. This guide goes through each, with the old but still useful 1971 US–Norway treaty, and goes further than our Nordic overview.

In short: Norwegians can own 100% of a US LLC or C-Corporation, formed remotely. Norway taxes ordinary income at 22%. Dividends to individuals are taxed under the shareholder model at an effective 37.84% above the shielding deduction. A Norwegian AS owning a US corporation can usually receive dividends almost tax-free under fritaksmetoden. A US LLC that pays no US tax can be a NOKUS company if Norwegians control it, and in treaty countries such as the USA, NOKUS applies where the income is mainly passive. Shares in US companies count for wealth tax. The US–Norway treaty limits US withholding on dividends to 15% and exempts interest and royalties. With UCB, a Delaware corporation with EIN is $358 and a Wyoming LLC with EIN is $249, all-in.

The Norwegian rules that matter

Ordinary income and the shareholder model

Norway taxes ordinary income at 22%, and employment and self-employment income also pay bracket tax (trinnskatt) and national insurance. Dividends and gains on shares received by individuals are multiplied by 1.72 before the 22% rate, giving an effective 37.84%, after a shielding deduction (skjermingsfradrag) based on the cost of the shares and a risk-free rate.

Fritaksmetoden

A Norwegian AS that receives dividends from, or sells shares in, another company is generally exempt, with 3% of dividends taxed as income (an effective 0.66%). For companies outside the EEA, such as US companies, the exemption requires that the AS owns at least 10% for at least two years, and that the company is not resident in a low-tax country. A US corporation paying 21% federal tax plus state tax is normally not low-tax.

NOKUS

Under the NOKUS rules (Tax Act sections 10-60 to 10-68), Norwegian owners of a foreign company that is at least 50% Norwegian-controlled and resident in a low-tax country (where the tax on its profit is less than two-thirds of the Norwegian tax on the same profit) are taxed each year on their share of its profits, whether or not anything is distributed. Where Norway has a tax treaty with the country, as with the USA, NOKUS applies only if the company's income is mainly passive, such as interest, dividends, royalties or similar capital income.

Wealth tax

Norwegian residents pay wealth tax on net wealth above a threshold, at about 1.0% (1.1% on the highest wealth). Shares in US companies, and money in US accounts, count, with the same valuation discount as other shares. Founders of growing US companies should plan for the wealth tax on their shares even if they receive no dividends.

Exit tax

Individuals who move out of Norway are taxed on unrealised gains in shares above a threshold. Since 2022 the deferral no longer lapses after a set number of years. A Norwegian founder who moves to the USA with a valuable Delaware company should plan before the move.

How Norway treats a US LLC

Norway classifies foreign entities under its own rules. A US LLC with limited liability for all members usually resembles an AS and is treated as a company; a multi-member LLC whose members manage the business and whose operating agreement resembles a Norwegian partnership can be treated as transparent (deltakerlignet). The outcome depends on the facts.

If the LLC is a company for Norwegian purposes:

• A disregarded LLC pays no US tax, so it is a company in a low-tax position, even though the USA itself is not a tax haven.
• NOKUS then applies if Norwegians control it and its income is mainly passive. Norway's tax appeals board (skatteklagenemnda) considered exactly this for a Delaware LLC that was a partnership in the USA, and agreed that its income was mainly passive.
• An active trading or services LLC is outside NOKUS because of the treaty, but its distributions are taxed under the shareholder model, without any US tax to credit.
• If the LLC is managed from Norway, it can be a Norwegian tax resident and pay 22% on its profits.

Example: a consultant in Stavanger

These are illustrative figures, not a client case, at NOK 10.6 to the dollar.

Eirik is a subsea engineering consultant in Stavanger who works for Houston-based operators, earning US$180,000 (about NOK 1.9 million) a year.

• As an enkeltpersonforetak (sole trader), his profit is taxed as personal income, with bracket tax and national insurance.
• Through a Norwegian AS, the AS pays 22% on its profit, and he pays the shareholder model rate on dividends above the shielding deduction.
• Through a US LLC run from Stavanger, the LLC is probably a Norwegian-resident company because it is managed from Norway, so it pays 22% like an AS, without the familiarity of an AS for banks and the tax office. If he works in Houston for weeks at a time, the LLC may also have US-taxable income.

He uses an AS. His Houston clients are happy to pay a Norwegian AS that has a US W-8BEN-E on file.

US C-Corp formation from Norway

US tax position

A US corporation pays 21% federal tax on its profits plus state tax, and files Form 1120 and Form 5472 every year (see the 21% corporate tax explained and the C-Corp guide for non-residents). Under the treaty, its dividends to Norway are withheld at 15%, for individuals and companies alike. The 1971 treaty has no 5% rate for corporate shareholders.

Example: a seafood exporter's US company

Take an illustrative case: a Norwegian salmon exporter, an AS from Ålesund, sells to US supermarkets through importers and wants its own US sales company in New Jersey, with stock in cold storage and three salespeople.

• It forms a Delaware corporation, registered in New Jersey, which buys fish from the AS at arm's-length prices, sells to retailers and pays US tax on its margin.
• Dividends to the AS are withheld at 15% in the USA. Under fritaksmetoden, 97% of the dividend is exempt in Norway, after the two-year, 10% holding test. The US withholding is a real cost, so the subsidiary often reinvests instead.
• Interest on an intercompany loan from the AS is exempt from US withholding under the treaty, subject to US interest deduction limits.

See US subsidiary for a foreign company.

Energy service companies in Houston

Norwegian offshore and energy service firms often set up a Texas or Delaware corporation with a Houston office. The US company employs local engineers and sales staff, and pays US tax on its own profits. Royalties for technology licensed by the Norwegian AS are exempt from US withholding under the treaty. See Texas LLC for non-residents.

Start-ups

Norwegian start-ups raising from US investors usually need a Delaware C-Corporation at the top. A flip, exchanging AS shares for Delaware shares, can trigger Norwegian tax for individual founders unless structured carefully, and the founders' Delaware shares count for wealth tax. See raising US investment as a foreign founder.

US LLC formation from Norway

US tax position

A single-member LLC with a non-resident owner pays no US income tax if the owner works from Norway and the LLC has no US office, employees or dependent agents (see effectively connected income explained). It files Form 5472 with a pro forma Form 1120 every year, and the penalty for missing it is $25,000 (see Form 5472 explained).

When an LLC fits

• US rental property, where an LLC protects the owner. Rental income is US-source and taxed in the USA. Ask your Norwegian adviser whether the LLC is transparent or a company for Norway, and whether NOKUS reaches it, because rent can be passive income (see real estate investment LLC for foreigners).
• A small US contracting entity owned by an AS, with an active business, for US clients who insist on a US vendor.

Avoid using an LLC to hold investments such as US shares or bonds. That is exactly the passive income NOKUS targets.

The US–Norway treaty

The treaty dates from 1971 and was last amended in 1980. It is older than most US treaties and lacks some modern features:

It limits US tax on business profits to a US permanent establishment. Claim it on Form W-8BEN or W-8BEN-E (see W-8BEN-E vs W-8BEN explained). Norwegians are eligible for the E-2 treaty investor visa.

Which state

• Delaware for a subsidiary or start-up.
• Texas for energy service companies in Houston.
• New Jersey, New York or Massachusetts for seafood and maritime companies near the ports.
• Wyoming for a small LLC owned by an AS.

See best state for non-residents and the state selector.

What it costs

UCB's prices include state fees and the first year of registered agent service:

• Delaware corporation with EIN: $358.
• Texas LLC with EIN: $504.
• Wyoming LLC with EIN: $249, or $348 with a US bank account application.

A Delaware corporation costs $578 a year to keep active. A Wyoming LLC costs $121 a year, or $421 with the annual federal return. A US business address with your own suite number is $60 a year. See what a US LLC costs every year.

Documents and banking

For an AS, a firmaattest from Brønnøysundregistrene in English and a board resolution. For an individual, your Norwegian passport and proof of address. US banks accept Norwegian owners readily. See US business bank accounts for non-residents.

Mistakes to avoid

• Holding investments in a US LLC that falls under NOKUS.
• Expecting the treaty's 5% rate for corporate shareholders, which the 1971 treaty does not have.
• Running a US LLC from Norway and forgetting it may be Norwegian-resident.
• Forgetting wealth tax on shares in a growing US company.
• Moving to the USA without planning for exit tax.
• Missing Form 5472 in a year when no US tax was due.

Frequently asked questions

Does NOKUS apply to my US LLC? It can. A Norwegian-controlled US LLC that pays no US tax and earns mainly passive income has been treated as a NOKUS company. Active businesses are generally outside NOKUS because of the treaty.

How are dividends from a US corporation taxed in Norway? For individuals, under the shareholder model at about 37.84% above the shielding deduction, with credit for US tax. For an AS meeting the conditions, 97% exempt under fritaksmetoden.

Is there a US–Norway tax treaty? Yes, from 1971. Dividends 15%, interest and royalties 0%.

Do US shares count for Norwegian wealth tax? Yes, with the same valuation rules as other shares.

Does my US LLC pay US tax? Not if it has no US office, staff or agents. It files Form 5472 and a pro forma 1120 every year.

How UCB can help

We form US corporations and LLCs for Norwegian owners and AS companies remotely: the state filing, EIN, registered agent, US business address and bank application. We prepare W-8BEN-E treaty forms, and each year we file the US returns through our US tax filing service. See our formation, EIN and bank account package, and the Sweden and Denmark guides.

Setting up a US company from Norway? WhatsApp us at +1 315 961 2956 or email enquiries@ucbsolutions.com.