With effect from 1 January 2022, certain changes were made to the Limited Liability Companies Acts, this time mainly in the Public Limited Liability Companies Act. Below is a summary of the most important changes.
Amendments to thePublic Limited Liability Companies Act:
- Requirements are introduced pursuant to § 4-4 to enter a digital address in the shareholder register for each shareholder. In practice, this will have to be solved in collaboration with the companies' VPS account operators, who will have to adapt their systems so that they can register a digital address in addition to the information already registered about the shareholders. Note for the sake of clarity that the public's right of access to the shareholder register does not include digital addresses - these must therefore be removed or skimmed before the companies publish a copy of the shareholder register.
- § 18-4 on the calculation of deadlines has been updated to clarify how to calculate the number of working days in provisions where the Public Limited Liability Companies Act sets deadlines. For deadlines that are calculated on working days, Saturday, a weekend or a day that according to the legislation is equated with a public holiday shall not be included in the calculation.
- § 18-5 on the use of electronic communication is repealed and together with some changes in § 1-7 this means that public limited companies can now use electronic communication without the consent of the shareholders. It is a requirement that the board informs the shareholders in a reasonable time before such a new method of communication is used. Public limited companies listed on the Norwegian regulated market (Euronext Oslo Børs / Euronext Expand) must nevertheless be aware of the requirement in the securities legislation to obtain consent from shareholders to change the method of communication.
- A supplement has been included in § 5-11b, according to which companies listed on a regulated market within 15 days of a general meeting being held shall publish the list of shareholders who have participated in the general meeting on the company's website.
It has been decided to extend § 4-5 on the right of access to the shareholder register with a right for everyone to ask the company for access to who owns nominee-registered shares. This also means a corresponding obligation for the company to obtain and store the information necessary to fulfil the disclosure requirement. The company may, for example, possess this information itself or may have to obtain such information elsewhere. The Ministry of Trade and Industry has been given the authority to lay down more detailed rules on access to nominee-registered shares and the retention of information through regulations.
The right to such access has not yet entered into force. We at AGP are monitoring the development and will provide further information on what this will mean for companies in later publications.
Amendments to the Private Limited Liability Companies Act:
- Minor linguistic changes in § 4-5 second paragraph regarding requirements for the content of the shareholder register, where it is specified what information is to appear for resp. individuals and companies that are shareholders. The changes do not entail any material changes to what information is required for each shareholder in the shareholder register.
The announcement from the Ministry of Trade and Industry with further reference to a complete overview of all changes in the share legislation from 1 January 2022 can be seen here.