Limited companies are registered in the corporate register of the Director of Internal Revenue. Initial data must be submitted to business registries and registration fees paid. Cash, debit card or deposit can be paid (see tariff).
The turnaround time for filing a corporation is generally about ten to twelve business days from the date of filing of data to a business register if it is satisfactory and payment (or payment receipt) is included with the data. You can send a scanned copy of basic data to the email address email@example.com It is not necessary to submit original copies of the data.
The minimum share capital shall be ISK 4,000,000. At least half shall be paid at the establishment of the company, never less than ISK 4,000,000. If the share capital is paid for other than cash, confirmation must be obtained from a lawyer or a certified public accountant that the property in question exists. The founders of a limited liability company shall be the two members. A company’s shares are in the hands of two or more parties.
The social security number will be created when registering a company. The ÍSAT number (Icelandic Industry Classification) is registered with an organization according to information from the founders about the company’s main activities.
Initial documentation required for registration is in addition to the Notice Form, Initial Agreement, Initial Meeting, Articles of Association and Notice of Real Owners.
Here you can find a sample of the necessary basic data in a word document. You can edit and customize to your own needs, then print and sign.
- Approved – Signed by majority of the Board.
- Founding agreement – signed by the founders, if the founder of a legal entity has to state that it is signed on behalf of the legal entity.
- Inaugural meeting – signed by the founders
- Announcement of establishment of a limited company – RSK 17.20 – Notice form must be signed by all directors.
- Announcement of real owners – RSK 17.27 – Actual owners together with the attorney or majority of the board shall sign the notification.
Take care to ensure:
- The notification form is filled in according to the basic data.
- Handwriting samples are correct.
- All signatures are correct.
Incorporation of joint stock companies
According to XX. a section of the Companies Act can be formed joint-stock companies. A joint-stock company is the type of joint-stock company in which one or more members (guarantors) bear direct and unlimited liability for the company’s obligations, while other members (shareholders), one or more, bear limited liability on the basis of contributions that make up a share in the company. The guarantors may be shareholders but it is not obligatory.
When establishing a joint-stock company, the same rules generally apply as when establishing a joint-stock company, for example, the minimum share capital is ISK 4,000,000. and that the founders must be two or more. However, the approved joint-stock companies are different from the statutory joint-stock companies because the following points need to be stated in the joint-stock companies:
- Name, social security number, position and address of the guarantor,
- whether the guarantor is required to submit share capital and, if so, how much,
- rules governing the influence of the guarantor in the affairs of the company and its part in the division of profits and losses,
- whether any members enjoy special rights or obligations in the company.
Collaborative companies that engage in investment activities may also decide that the guarantor, one or more jointly, can serve as a board member if it is not elected, as well as the CEO’s duties or entrust to others, and write the company’s company.
If the guarantor is a legal entity, a certain person acts on his behalf. It is therefore important that in the initial documentation it is stated who is the representative of the guarantor if he is a legal person.
If a board is elected, the guarantor must always sit on the board, if the guarantor is a legal entity, he must nominate a person in his place.