A. Legal Status

In Norway, agents act as representatives on behalf of their suppliers, without bearing any risk for their transactions. Distributors, however, deal in their own name and at their own risk. Only commission agents deal in their own name.

Agents are compensated regularly in the form of commissions from their suppliers for sales, which they have coordinated. Distributors, on the other hand, earn income based on profits from the resale of their products. Unlike agents, distributors legally own the goods involved and such ownership can be significant in cases of bankruptcy or the right to return unsold goods.

The legal rights of a trade agent is regulated by the Act of 19.06.92 no. 56 on Trade Agency, and the rights of a commission agent through the Act of 30.06.16 no. 1 on Commission Agency, whereas the legal status of a distributor is not codified, but laid down through court practice and legal theory.

The agency acts are in principal declaratorical, unless otherwise is directly stated in the respective acts.

B. Registration Requirements

There are in principle no statutory or other requirements for registration as an agent/distri-butor or registration of such agreements in Norway, except for the general obligation to register a sole dealer or a company in the company register and to register in the VAT register (in principle only for distributors).

However, after the Agreement on European Economic Area came into force in the beginning of 1994, it may be necessary to notify certain distribution agreements to conform to the Rome Treaty.

C. Restrictions on Duration

There are no restrictions as to the duration of agency or distribution agreements, in Norway.
However, the period of notice is for trade agents at least one month during the first year of the agreement period, and thereafter one additional month for each started year, up to six months. The parties may agree that the trade agents shall have a period of notice not longer than three months, and the parties may also agree to a longer period of notice, subject to termination by the supplier.

The parties may also agree to a specific period of duration. In such cases, no period of notice is required.

D. Compensation on Termination

Upon termination of an agency agreement, an agent has the right to termination compensation on the condition and to the extent that:

1. The agent has supplied the supplier with new customers or substantially increased sales to the existing customers, and the supplier will continue to benefit from this, and that

2. Termination commission is reasonable based on a consideration of all relevant circumstances, among others, the agent's loss of commission from agreements with customers mentioned under 1.

The same shall apply if the agency agreement terminates due to the death of the trade agent.

The termination commission is limited to an amount corresponding to one year's average commission.

This regulation is preseptorical to the benefit of the trade agent.

The right to termination commission is void when the supplier legally and with immediate effect cancels the agency agreement (the agent's substantial failure to perform in accordance with the agreement). This also applies if the trade agent terminates the agreement without any misconduct from the supplier, or such termination is not being reasonable due to the agent's age, sickness or similar conditions, or the agent according to agreement with the supplier, transfers his rights and obligations to a third party.

E. Article 85 Restrictions

There are in principle no restrictions on the grant of sole/exclusive rights to agents/distri-butors in Norway. However, detailed regulation of resale of products from the distributor may violate Norwegian law, and be regarded as unbinding.

As mentioned above, after the agreement on the European Economic Area came into force, our regulation was altered to conform to EU regulations.

F. Special Requirements for Foreign Companies

Contracts between foreign suppliers and Norwegian agents/distributors should be evaluated by a Norwegian lawyer, as such contracts, especially if not regulated in the contract itself, most commonly will be subject to Norwegian law.

Our Agency Act of 1992 states that Norwegian law shall apply, regardless of any choice-of-law clauses, if the relationship without any such clause, would be governed by Norwegian law. This is contradictory to what is the situation for distributors.

Prepared by:

Hans Chr. Steenstrup


The information contained in this brief is given in good faith, and is believed to be correct. However, no responsibility for errors or omissions shall be attached to this law firm and to Euro-American Lawyers Group. The information is provided for guidance only for use of member firms of Euro-American Lawyers Group and their clients, and shall not be relied upon in substitution for advice from the member firm in the relevant jurisdiction.