Buying a Norwegian Company: What to Check in a SAF-T File
Most Norwegian targets can hand you a SAF-T Financial file: an XML export of the full general ledger, produced in a few clicks from Tripletex, Visma, PowerOffice Go, Xledger and the other common systems. For a buyer that is a gift. It lets an adviser rebuild the monthly profit and loss and balance sheet from the source instead of from a retyped trial balance. But an export is only as useful as the checks you run on it. A file that covers the wrong periods, does not tie to the filed accounts or buries year-end entries in the monthly run-rate will give you a tidy databook built on the wrong numbers.
This is the checklist we run on every SAF-T file before a number goes into a databook. For background on the format and why it changes the engagement, start with SAF-T financial due diligence. This article assumes you already have the file and want to know what to test. If your target is in Sweden, the equivalent is our SIE4 due diligence checklist.
1. Confirm what the file actually covers
A SAF-T file opens with a header that tells you what you have been sent. Read it before anything else:
- AuditFileVersion and AuditFileCountry. Confirm it is a Norwegian SAF-T Financial file and note the schema version, because field availability differs between versions.
- Company registration number and name. This should be the organisasjonsnummer of the legal entity in scope. A group needs one file per company; there is no consolidated SAF-T file, so a missing subsidiary is easy to overlook.
- SelectionCriteria. The period start and end tell you which months are included. A SAF-T export is produced for a chosen period, so a file that stops before the latest closed month, or covers one year when the diligence period needs three, is common.
- Software name, version and creation date. A file generated before the last month was closed will not match the management accounts.
- DefaultCurrencyCode. Normally NOK. If the company also books in foreign currency, check how the currency detail is carried before you analyse revenue.
Ten minutes here saves a second data request a week into the engagement.
2. Prove the file is complete and internally consistent
The file contains both balances and the transactions behind them, so it can be tested against itself. Four tests catch almost every export problem:
- Control totals. The ledger entries section carries the number of entries and total debits and credits. Count the transactions and sum the lines: they should match, and debits should equal credits.
- Every transaction balances. The lines under each transaction should sum to zero. One that does not usually means a truncated export.
- Opening balance plus movements equals closing balance for every balance sheet account. Differences point to entries missing from the export.
- Years roll forward. The closing balance of one year should equal the opening balance of the next, account by account. When it does not, the earlier year was re-opened and adjusted after the new year began.
If these pass, you have a complete ledger. If they fail, stop and ask why before building anything on top.
3. Map the chart of accounts and use the master data
SAF-T carries two account references: the company's own account number and a standard account ID, in Norway normally the NS 4102 standard chart. Where the standard ID is populated cleanly, mapping into a databook structure is quick. Where the company runs its own numbering, or the standard ID is blank or applied loosely, we build the mapping by hand and confirm it with the seller before analysis.
The file also includes customer and supplier master data, and the transaction lines can reference them. That gives you customer concentration, revenue by customer and supplier spend straight from the ledger, without asking the seller for a separate analysis. If departments or projects are used, the analysis information on each line lets you split results by segment or site in the same way.
4. Tie it to the filed accounts and the authorities' records
Norwegian limited companies (AS) file annual accounts with the Register of Company Accounts in Brønnøysund, and they are public. Reconcile revenue, operating result, net result and equity in the file to the filed accounts for each closed year. Differences are normal, often late audit adjustments never posted back to the ledger, but each one needs an explanation because the buyer's lenders will read the filed accounts.
Three other reconciliations are specific to Norway and worth doing early:
- VAT returns. Compare output and input VAT in the ledger with the submitted VAT returns (MVA-meldinger). The VAT accounts should clear each period; a balance that grows can mean late filing or unresolved differences.
- Payroll reporting. Employers report payroll monthly through the a-melding. Payroll cost, withheld tax and employer's social security in the ledger should agree with what was reported. It is one of the fastest ways to find unbooked payroll costs.
- The tax account. Norwegian companies settle taxes through a tax account (skattekonto). Compare its statement with the ledger. Unpaid balances, including deferred payment arrangements, are debt-like and belong in net debt.
5. Read the posting dates and journal types
Each transaction carries several dates: the accounting period, the transaction date, the date it was entered into the system, and often the general ledger posting date. The gap between them shows how the books were kept, not just the result.
- Posting after period-end. Large entries registered weeks after a month or year closed, but dated inside it, deserve a question.
- Manual journals. Journals are typed by source, such as supplier invoices, customer invoices, bank and general ledger. Filter the manual journals for the last two weeks of each year and the first weeks of the next.
- Period versus date. An entry booked into a period that does not match its transaction date is often a correction. Know which entries are operational and which are adjustments before you calculate a run-rate.
None of this is a red flag on its own. Many owner-managed companies close their books with an outside accountant after year-end. The point is to separate the two before the numbers go into a databook.
6. Separate year-end entries from the run-rate
Some Norwegian companies post accruals only at year-end, so monthly costs look lower for eleven months and jump in the last one. The usual candidates:
- Holiday pay (feriepenger). Holiday pay is earned in one year and paid the following June, normally at 10.2% of gross pay, or 12% where employees have a fifth week, with more for employees over 60. The liability, plus employer's social security on top, should build up during the year. If it is only booked in December, LTM EBITDA at any other month-end is overstated and needs a pro-forma accrual.
- Bonuses and other payroll accruals. Same pattern, same fix.
- Proposed dividend and group contributions. Under Norwegian accounting rules a proposed dividend and a group contribution are commonly booked as liabilities at year-end. They are equity movements, not operating items, and they affect the net debt and equity bridge. Keep them out of EBITDA.
- Inventory counts and depreciation. Some companies true these up once a year.
This also matters for the peg: monthly working capital swings at year-end for reasons unrelated to trading, so a peg set on unadjusted months will be wrong. Our Nordic working capital work starts by restating the monthly balances for these entries. If the target reports under Norwegian GAAP and the buyer needs IFRS, this is also where the bridge starts, as covered in our SAF-T note.
7. Trace owner and related-party flows
In founder-owned Norwegian companies, the line between owner and company is often thinner than in a sponsor-backed target. Every entry is in the file, so search for them directly:
- Shareholder accounts. Receivables from or liabilities to the owner. Norwegian company law restricts loans from the company to shareholders, so a receivable from the owner needs an explanation, not just a reclassification.
- Personal costs through the company. Cars, travel, property and family salaries that a new owner will not continue are normalisation adjustments to EBITDA.
- Management fees and intra-group charges. Recharges between the target and the owner's other companies may stop or change after completion.
If the target is part of a group running more than one ledger, Xledger versus Visma in Norwegian groups explains what to expect when the entities sit on different systems.
What to request alongside the SAF-T file
The file does most of the work, but not all of it. For each legal entity in scope, ask for:
- SAF-T Financial exports for every year in the diligence period, plus the current year to the latest closed month
- The filed annual accounts for each closed year, and the auditor's report where there is one
- Submitted VAT returns and a-melding summaries for the same period
- The tax account (skattekonto) statement
- Bank statements at each year-end and the latest month-end
- Accounts receivable and accounts payable ageing at the same dates
- Confirmation of the reporting basis and any planned IFRS reporting
Our due diligence data request checklist has the full list.
How long this takes
With the files in hand, the seven checks take us about a day per legal entity, and they run in parallel with building the databook. That is why a first-cut databook on a Norwegian target lands in 48 to 72 hours. You can see the output in our sample FDD databook, and the wider offer is on our Norway transaction advisory page.
Frequently asked questions
What is a SAF-T Financial file?
SAF-T Financial is the standard XML export of accounting data used in Norway. It contains the chart of accounts, opening and closing balances, customer and supplier master data, and every journal entry for the period selected. Most Norwegian accounting systems can produce one.
Is a SAF-T file enough for financial due diligence?
It is enough to rebuild the ledger, the monthly profit and loss and the balance sheet. It is not enough on its own: you also need the filed annual accounts, VAT and payroll reporting, the tax account statement, ageing reports and management's explanations of adjustments.
What are the most common problems in SAF-T files?
The file covering the wrong periods, prior years adjusted after the next year opened, year-end accruals such as holiday pay that distort monthly results, a blank or loosely applied standard chart mapping, and differences from the filed accounts caused by late audit adjustments.
Do I need one SAF-T file per company in a group?
Yes. SAF-T files are produced per legal entity. For a Norwegian group, request one file per company for every year in scope, and do the consolidation and eliminations in the databook.
Norwegian target on your desk? Send the data room index or the SAF-T file itself. We will run these checks and tell you what the first-cut databook will cover within 72 hours. Discuss a deal.