Nordia Law

From the 1 October 2024 companies and other legal persons can register information about their beneficial owners.

Note that it is mandatory to register the beneficial owners latest by the 31 July 2025.
If not registered in time coercive fines will apply.

The main rule is that all Norwegian companies must collect, document and identify all beneficial owners. A beneficial owner in a Norwegian limited liability company is typically a person, directly or indirectly, meeting one or more of the following criteria:

• owns more than 25 percent of the business
• has the right to appoint or remove more than half of the board members in the business
• influence/control in another way

The documentation can typically be made by collecting the shareholder register for the company. If the shares are held by another company, shareholder registers all the way to physical persons must be collected (note that on this stage the shareholding must be 50% or more).

Be aware that e.g. closely related persons can be identified with a beneficial owner. In addition, the company must collect and hold personalia on the beneficial owner(s) together with a copy of a valid ID (typically a passport).

On the beneficial owner the following must be submitted to the Norwegian Register of Companies (Norw: Brønnøysundregistrene):

• full name
• national identity number or d-number
  • If a beneficial owner does not have a national identity number or d-number, you must state the date of birth
• country of residence
• all citizenships
• organisation number – when it is indirect ownership or control

You must indicate whether you are the beneficial owner due to ownership, voting rights or the right to appoint or remove board members, or control/influence in any other way.

Please note that even when the Norwegian company in the end is owned by a listed company, and does not have any beneficial owner, the Norwegian subsidiary of the listed company must hold documentation of the ownership all the way up to the listed company. As to the listed company, the Norwegian company must hold information on the listed entity’s name, country of origin and internet address where the company is listed.

Similarly, other companies that do not have a real beneficial owner must document and justify this in a written document.

New beneficial owners must be reported without delay and no later than 14 days.

Documentation that forms the basis for the registration of a beneficial owner must be kept for 5 years after the registrable entity has ceased to exist, sold its shares, etc.

Companies that are required to register but do not have a beneficial owner must report that they do not have a beneficial owner. We recommend that documentation showing that the company does not have a beneficial owner are kept in the same manner as for companies that have beneficial owners, e.g. a copy of the shareholder register.

More information can be found here (public information).

If you have questions or need more detailed information do not hesitate to contact us.

Best regards,

Espen Egseth
Partner

Email: espen.egseth@nordialaw.com
Cell phone: +4792881550