Certain parts of the Regulation to the Register of Beneficial Ownership Act came into force on October 1, 2024. The Regulation now requires many legal entities, including most limited liability companies (“LLCs”) and Norwegian registered foreign businesses (“NUFs”), to register their beneficial owners in the Brønnøysund Register. Sanctions can be imposed on entities that fail to complete the registration by July 31, 2025. In this blog, we explain how to comply with the new requirements.
Who are considered beneficial owners of an entity?
The term beneficial owner refers to individuals who own or control entities; Norwegian and foreign individuals are covered. Furthermore, the term encompasses not only those with direct governance over the entity. Individuals who exercise indirect ownership or control, for example, through another entity, are also included.
In summary, individuals who meet one or more of the following criteria will be considered beneficial owners:
- Holds more than 25 % of the entity’s shares.
- Can control more than 25 % of the voting rights in the entity.
- Has the right to appoint or remove more than half of the entity's board of directors.
- Exercise another form of control over the entity.
Also read: Composition of boards in Norwegian companies
Do you need legal assistance?
We have extensive expertise in helping Norwegian and foreign companies do business in Norway. Contact us today!
What is the required information when registering beneficial owners in an entity?
The beneficial owners' full name, country of residence, citizenship, and national identity number/d-number must be registered electronically in Altinn. If a person does not possess a national identity number or a d-number, it is sufficient to register the date of birth.
Additionally, the entity must provide a detailed justification explaining why the individuals are considered beneficial owners. In cases where an individual has become a beneficial owner because of indirect control or ownership through another entity, the organization numbers of this entity must also be registered.
Also read: How to register a company in Norway?
What is the deadline, and what are the risks if you fail to meet these obligations?
Injunctions and sanctions for insufficient registration will not be imposed before July 31, 2025. However, we recommend that you begin the process already now.
If the reporting obligation is not met by July 31, 2025, you will receive a notice from the Brønnøysund Register Centre with a deadline for rectification. If the deadline for rectification is missed, the entity may be subjected to daily progressive fines without further notice. Specific individuals, including board members and the managing director, may also be held personally liable for the fines and may be subject to criminal penalties.
Also read: Business in Norway - Avoid sanctions and penalty charges
Do you need help registering the beneficial owner of your entity?
The management of the registered entity is responsible for registering its beneficial owners. However, the Regulation allows others to conduct the practical aspect of the registration. If you are unsure how to proceed or if the new regulation applies to you and your entity, we are happy to assist you with this process.
Do you need legal assistance?
We have extensive expertise in helping Norwegian and foreign companies do business in Norway. Contact us today!
