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The registry opens for registration on 1 October 2024
On 1 October 2024, the Register of Beneficial Owners opens for registration on The Brønnøysund Register Centre’s website (brreg.no). From this date, all companies that are obliged to register information about beneficial owners can register information.
The register is introduced as a measure against money laundering and other economic crime, and is part of the EU's 4th Anti-Money Laundering Directive which is implemented in Norwegian law.
As a starting point, the rules applies to all Norwegian companies, including subsidiaries of listed companies. Read more here.
Until now, companies subject to registration have only been obliged to obtain and hold information relating to their beneficial owners internally. When the central register opens for registration on 1 October, companies subject to registration will also be required to register such information in the central register by 31 July 2025.
Who are beneficial owners?
Beneficial owners are individuals who meet one or more of the following criteria:
Indirect ownership means that a natural person holds shares and/or voting rights via an intermediate company - typically a holding company. The company subject to registration must therefore, in certain cases, control such intermediate companies in order to identify the natural persons who ultimately owns/controls the company. This also applies for foreign owners.
To be a beneficial owner, a natural person must indirectly control more than 25% in the first level (the company subject to registration itself), then have control of 50% or more in subsequent levels (the intermediate company or companies).
Thus, in the case of several levels (holding companies), the following applies:
At the first level (the company subject to registration):
At all other levels above (intermediate companies) only:
The Anti Money Laundering Act
It is worth noting that the definition of beneficial owner in this context is somewhat different from the definition of beneficial owner in the Anti Money Laundering Act. The difference mainly concerns (i) identification via close family members and (ii) the approach to indirect control. In both of cases, fewer natural persons must be registered as beneficial owners than under the Anti Money Laundering Act. For the registration of beneficial owners, it is also irrelevant whether it is a politically exposed person (who must be identified under the Anti Money Laundering Act).
Sanctions
If the company does not register information about beneficial owners within the deadline 31 July 2025, the company may face an enforcement fine. If incorrect information is intentionally submitted, or if the company intentionally omit to collect, store or register information, this can be sanctioned with fines or imprisonment of up to one year.
How to identify beneficial owners?
Identifying beneficial owners can be a simple task for certain companies, and more demanding for others. Therefore, we have listed some examples as guidance:
Example 1
Only Person A is a beneficial owner in Selskap AS, as she owns 75% of the shares, while Person B's ownership share does not exceed 25%.
Example 2
Both Person A and Person B are beneficial owners in Selskap AS.
Person A's shareholding in Holding AS exceeds 50% and she is therefore also the beneficial owner of Selskap AS on an indirect basis.
Example 3
Person A and Person B are the beneficial owners of Company AS.
Person C is neither the beneficial owner in Selskap AS nor Holding AS, as his shareholding in Holding AS does not exceed 25%.
Example 4
Both Person A, Person B and Person C are beneficial owners in Selskap AS.
Person C is the beneficial owner on the basis of the agreement/articles, which gives him more influence than his shareholding indicates.
Example 5
Only Person C is a beneficial owner in Selskap AS.
Person A and Person B are beneficial owners in Holding AS. However, Holding AS does not have a large enough stake in Selskap AS for Person A or Person B to be beneficial owners on an indirect basis.
Person A's individual shareholding in Selskap AS is not sufficient either.
Example 6
Both Person A and Person C are beneficial owners in Selskap AS.
Person A is the beneficial owner in Selskap AS because she jointly owns 25.1%. The individual shareholding of 10% in Selskap AS and the indirect shareholding of 15.1% in Selskap AS as a result of control in Holding AS are combined.
Person A is also the beneficial owner of Holding AS.
Example 7
Mother is the only beneficial owner in Selskap AS.
Mother is the beneficial owner in Selskap AS because she has 50% ownership and voting rights in Holding AS.
Son 1 and Son 2 do not have voting rights of at least 50% or the right to appoint or dismiss half of the board in Holding AS, and thus do not have sufficient control in Holding AS to be beneficial owners in Selskap AS on an indirect basis.
However, Son 1 will be the beneficial owner in Holding AS, as his shareholding exceeds 25%.
Example 8
Only Person A is the beneficial owner in both Selskap AS and Holding AS.
Person A owns all shares with voting rights in Holding AS.
Person B and Person C are beneficial owners in Holding AS, as they have a sufficient shareholding.
Person B is not a beneficial owner in Selskap AS, as the shareholding in Holding AS does not give voting rights or the right to appoint or dismiss at least half of the board. In those cases, the shareholding as such is irrelevant.
Example 9
Both Person A and Person B are beneficial owners in Holding AS.
Only Person B is the beneficial owner in the remaining companies in the structure.
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