News / 25.06.2021

Register of ultimate beneficial owners – New obligations for all Norwegian companies

Author(s) Peter L. Brechan

From 1 November 2021 all Norwegian companies and enterprises must obtain information concerning the individuals who directly or indirectly own or control more than 25% of the shares or votes in the company or have the right to appoint a majority of its board members (UBOs).

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Although it is not yet clear when the public registry will be operational, Norwegian companies are required to obtain information about its UBOs from 1 November 2021. We recommend companies to start such collection as soon as possible in order such information to be ready for filing by 1 November 2021. From experience it can take time to obtain relevant information, which must also be checked before filing.

Indirect ownership occurs when an individual that controls at least 50% of the votes or shares in intermediate companies or has the right to appoint at least half of the board members in intermediate companies.

The information to be obtained for the UBOs is:

  • name,
  • Norwegian birth number or D-number, or date of birth for those who do not have this,
  • country of residence, and
  •  citizenship

The regulations require that the Norwegian companies must obtain information from e.g. founding documents, articles of association, shareholder register or equivalent. Correspondingly, information must be obtained about any agreements or arrangements, typically shareholder agreements, that regulate the exercise of ownership rights. This also applies in relation to any intermediate companies.

Sufficient documentation that must be obtained to verify the information and make it possible to validate and understand why the relevant individual has been identified as UBO by the company subject to filing obligation.

Intermediate companies and individuals who are UBOs are obliged to provide the company in question with information relevant to identify ultimate beneficial owners.

All UBOs subject to filing must be notified in advance of this by the filing company.

Failure to participate in the duty to provide and file information is a criminal offence punishable by fines and imprisonment of up to one year.

Listed companies are exempt from the filing requirements, but must file name, home country and internet address of the marketplace on which it is listed and where information on ownership is available.