Corporate lawyers in Iceland

Corporate and company law covers how businesses are set up, owned and run: choosing a company form, articles of association, the duties of boards and managers, shareholder agreements and disputes, mergers, acquisitions and the sale of companies.

The legal framework

• Private Limited Companies Act No. 138/1994: the private limited company (einkahlutafélag, ehf.), by far the most common form in Iceland.
• Public Limited Companies Act No. 2/1995: the public limited company (hlutafélag, hf.), used for larger and listed companies.
• Partnerships Act No. 50/2007: partnerships (sameignarfélag, sf.), where partners are personally liable.
• Act on Registration of Beneficial Owners No. 82/2019: every company must register who ultimately owns or controls it.

Setting up and registering a company

Companies are registered with the Register of Enterprises (Fyrirtækjaskrá) at Iceland Revenue and Customs (Skatturinn). Registration requires articles of association, paid-in share capital and details of the board and managers, who need an Icelandic ID number (kennitala). Foreign owners can set up companies on the same basis. More in starting a business in Iceland.

Running the company

The board is responsible for the company's organisation and must act in the interests of all shareholders. Board members and managers can be held personally liable for losses they cause through negligence, and directors must react when the company becomes unable to pay its debts.

A shareholder agreement is the best way to settle in advance how decisions are made, how shares can be sold and what happens if owners fall out. Minority shareholders also have statutory protections against abuse by the majority.

When to contact a corporate lawyer

A company lawyer is useful when you start a business with partners, bring in investors, buy or sell a company or shares, face a dispute between owners, or as a board member need advice on your duties. For staff and tax matters, see employment law and tax law.