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Stricter requirements for transparency in share ownership

A new Norwegian regulation on transparency in share ownership came into effect on 1 February 2025, focusing on nominee-registered shares. This regulation is part of the government's efforts to ensure greater transparency and trust in the business sector. In this article, we explain the background of the rules and highlight some practical points companies should be aware of.
| Article | Written by Henning Øvrebø and Malin Tønseth
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Fundamental requirement for transparency in ownership

The new regulation addresses transparency in the shareholder register, shareholder ledger, and nominee-registered shares. It aims to improve compliance with existing requirements in the Norwegian Limited Liability Companies Acts, which stipulates that the shareholder ledger and shareholder register must be «available to anyone.» The law requires that public limited companies (ASA) and private limited companies (AS) maintain an overview of their shareholders in a shareholder register either at a central securities depository or in a shareholder ledger. The public has long had the right to access a company’s shareholder register and shareholder ledger, but it may present practical challenges. For companies with a shareholder register in Euronext Securities Oslo, the Norwegian Central Securities Depository (ES-OSL, previously known as «VPS») it has been difficult to get insight in owners behind nominee-registered shares, where non-Norwegian owners can have a nominee listed as the owner without disclosing the actual owner.

Access to the shareholder register and shareholder ledger

The new rules tighten the requirements for companies to provide access to the shareholder register and shareholder ledger:

  • Companies with a shareholder register in ES-OSL must send a copy within one business day of receiving a request for access.
  • Companies with a shareholder ledger must send a copy of the information within three business days of receiving a request for access. The deadline is extended to ten business days if there are fewer than 12 requests from the same person within a six-month period.
  • Access to the shareholder ledger or shareholder register must be provided free of charge, and companies can use access solutions from ES-OSL.

All Norwegian companies with shares registered in Euronext Securities Oslo, the Norwegian Central Securities Depository (ES-OSL (previously known as "VPS")) must make publicly available a list of all owners of nominee-registered shares in the company at least six weeks before the annual general meeting.

Availability of the shareholder register at general meetings

  • Companies with a shareholder ledger must ensure that the ledger is available at general meetings.
  • Companies with shares registered in ES-OSL must ensure that the shareholder register as of the registration date is available at the general meeting.
  • In companies with nominee-registered shares, any notification that the owner of nominee-registered shares will attend the general meeting must be presented.

Access to information about owners of nominee-registered shares

The regulation sets specific requirements for access to information about owners of nominee-registered shares:

  • Anyone can request access to owners of nominee-registered shares.
  • The company can require reimbursement for its actual costs in connection with the access request and must inform the requester that the costs may be significant. The claim for cost coverage must be submitted within two business days after receiving the access request.
  • Companies must obtain information from nominees and compile a consolidated list of owners of nominee-registered shares, including their country of residence and the number of shares. The list must be dated with the completion date.
  • The deadline for access is six weeks. The list does not need to be complete if information is missing.

Other requirements:

  • How access should be provided: Sending information via email is the main rule. Companies that have registered shares in ES-OSL can provide access via a searchable access solution for the shareholder register. Companies can refuse alternative channels if they entail costs or resource use.
  • Updated information: Companies with a shareholder ledger must provide access as it was at the time of the access request. Companies with shares registered in ES-OSL must provide access at the end of the settlement day of the previous business day.
  • Annual overview: All companies with shares registered in ES-OSL must make publicly available a list of all owners of nominee-registered shares at least six weeks before the annual general meeting. The company’s website must indicate where the list can be ordered, and ordering must be free of charge.