The Norwegian Beneficial Owners Register opens up – what does this mean for asset managers?


Building with man on bridge. Photo.

Remaining part of the Norwegian Register of Beneficial Owners Act enters into force on 1 October 2024

Parts of the Register on Beneficial Owners Act (the Beneficial Owners Act) pertaining to the obligation to identify and collect information regarding beneficial owners came into force on 1 November 2021. On 1 October 2024 the remaining parts will come into force. This means that the Norwegian register of beneficial owners (the Beneficial Owners Register) will open for registrations from that same date. Companies and entities that are subject to the requirement to register beneficial owners will however have until 31 July 2025 to comply.

This newsletter takes a closer look at what this will mean in practice for asset managers.

Who is a beneficial owner under the Beneficial Owners Act?

The Beneficial Owners Act refers to the definition of a beneficial owner in the Norwegian Anti-Money Laundering Act. The regulation to the Beneficial Owners Act (the Beneficial Owners Regulation) further includes a provision that a beneficial owner under the Beneficial Owners Act shall be a physical person (Norwegian or foreign) that directly or indirectly, with respect to the relevant legal person or association: (i) owns more than 25 % of the capital, (ii) controls more than 25 % of the voting rights, (iii) has the right to appoint or remove more than half of the board (or similar governing body) members, or (iv) controls it in another way. The Beneficial Owners Regulation's definition of beneficial owners is slightly narrower than that of the Norwegian Anti-Money Laundering Act definition, which is unfortunate since is limits the practical use of the register. 


At the outset, all companies, legal entities and associations who are either registered in Norway or operating in Norway, will have to identify and register their beneficial owners unless they are explicitly exempt. 

Two specific exemptions are relevant for the asset management and funds industry: (i) the exemption for securities funds (UCITS), and (ii) the exemption for companies listed on a regulated market (these must register as such but may refer to the relevant marketplace for the information itself). 

Notwithstanding the above, the Beneficial Owners Act will in general terms encompass the Norwegian asset management and investment funds industry. 

Norwegian fund managers (both UCITS and alternative investment funds) will for example be in-scope themselves. 

With respect to the funds, alternative investment funds established as Norwegian limited liability companies will also be in-scope. For these funds, the Financial Supervisory Authority of Norway (FSAN) has stated in a circular (circular 4/2022, the Circular) that the manager will be a beneficial owner. In addition, even if this is unusual, there may be other beneficial owners meeting the thresholds for capital or votes, alternatively having controlling rights in the fund agreements. 

Alternative investment funds established as Norwegian limited partnerships (Nw.: indre selskaper) must also assess whether they have beneficial owners based on the same criteria as alternative investment funds established as limited liability companies. FSAN takes the view in the Circular that also the general partner of the relevant fund (Nw.: hovedmann) will be a beneficial owner.  As the general partner as a rule will be a legal person, it must therefore be determined whether the general partner has any beneficial owners. Depending on how the relevant fund is organized, board members of the general partner or the beneficial owners of the fund manager could also be beneficial owners of the general partner. 

To the extent the portfolio companies themselves or any holding companies established for the purpose of holding one or more investments are established as Norwegian limited liability companies these will also be in-scope. 

The Beneficial Owners Act refers to entities and associations "operating in Norway". There is limited guidance on what constitutes "operating in Norway". Non-Norwegian managers merely marketing into and admitting investors from Norway, would in our view not be covered by this. In our view, neither would non-Norwegian managers managing alternative investment funds established as Norwegian limited liability companies or Norwegian limited partnerships (but the funds themselves would be in-scope and the managers could be beneficial owners of the funds as described above). 

Confidentiality issues

A number of Norwegian alternative investment funds are established as limited partnerships (Nw.: indre selskaper) with a general partner (Nw.: hovedmann) where typically representatives of the manager serve as directors. As mentioned above, in these structures, the general partner will have to identify and register its beneficial owners in the Beneficial Owners Register. Managers should take care to ensure that there are no confidentiality clauses in the relevant fund documents that restrict the managers' representatives from complying with the Beneficial Owners Act.

Access to the Beneficial Owners Register

At the outset there will be public access to information in the Beneficial Owners Register, with the exception of personal identification numbers and information pertaining to minors. Also, it is possible to apply for an exemption from public access in certain situations where the registered individual will be at risk from public access. 

Certain practical issues and timing

Companies and legal entities who are subject to the Norwegian Register of Beneficial Owners will all have to register regardless of whether or not they have beneficial owners or if beneficial owners cannot be identified. Companies and entities that do not have beneficial owners or who have been unable to identify beneficial owners shall simply register a blank form in the register. 

To make sure all affected parties have time to identify and obtain relevant information, there will be a ten-month phasing time until 31 July 2024. The register will however be open for registrations from 1 October 2024 for those companies and entities who have non-complex structures and do not need this additional time

Do you have any questions?

If you have any questions relating to the scope of the Beneficial Owners Act and its application for asset managers or if you need legal guidance related to the registration, we are here to assist.