Investment regulation – Norway

20.03.2021

Holding restrictions

All restrictions that discriminated against foreign investors were abolished by 1 January 1995.

Although the Act of 1994, article number 79, that governs the acquisition of business undertakings was abolished in June 2002, according to the Norwegian Public Limited Liability Companies Act § 4-10, CBL may not hold any equity instruments through its Norwegian domestic link with Citibank Europe PLC, if such instruments are beneficially owned by Norwegian individual residents or by legal entities that are incorporated in Norway. In these circumstances, clients are not allowed to hold such financial instruments in CBL.

Within the limits established by Norwegian regulations, foreign investors can purchase shares in Norwegian companies and primary capital certificates issued by savings banks.

Under amendments to the Norwegian ownership rules for financial institutions, any person or entity who intends to acquire 10% or more of the shares or voting capital in a Norwegian financial institution, or to increase its acquisition thereof to 20%, 25%, 33% or 50%, must notify the Ministry of Finance and obtain authorisation in advance of the desired acquisition. The authorities may take up to three months to assess applications.

Clients may wish to seek independent legal advice on the interpretation of all Norwegian holding restrictions.

Restrictions on investing in financial institutions

Under amendments to the Norwegian ownership rules for financial institutions, any person or entity who intends to acquire 10% or more of the shares or voting capital in a Norwegian financial institution, or to increase its acquisition thereof to 20%, 30% or 50%, must notify the FSAN and obtain authorisation in advance of the desired acquisition. The authorities may take up to three months to assess applications.

Clients may wish to seek independent legal advice on the interpretation of all Norwegian holding restrictions.

Restrictions on investing in an exchange or securities register

Ownership is not allowed of shares that represent a larger proportion of the share capital or cast more votes pursuant to the regulation that applies for an exchange or a securities register, including the at any time prevailing consolidation rules. Acquisition of rights to ownership will be regarded as acquisition. Any person or entity who intends to acquire a qualified holding of 10% or more, with a limitation of 20% (with some exceptions) must notify the FSAN and obtain authorisation in advance of the desired acquisition.

Restriction on voting rights of an exchange or securities register

Voting restrictions is limited to 20% of the share capital or maximum 30% of the voting shares represented at the general meeting with exemptions given under sub section 2 and 3 in the Stock Exchange Act section 35 and Securities Register Act section 5.

Disclosure requirements

For details of the local domestic disclosure requirements, please refer to the Disclosure Requirements.