NORWAY Law and Practice Contributed by: Daniel Nygaard Nyberg, Karoline Ulleland Hoel, Ole Andenæs and Jens Fredrik Bøen, Wikborg Rein Advokatfirma AS
managed by non-Norwegian AIFMs to non-profes - sional investors. An additional fee, set annually and distributed among supervised entities, will be billed. In 2024 this annual fee was NOK7,000 for each AIF under supervision. 4.5 High Net Worth or Retail Investors In Norway, managers have access to several distri - bution channels when targeting high net worth indi - viduals. Subject to obtaining retail-specific marketing authorisations, managers may market AIFs (both reg - ulated and unregulated products) to HNW and retail investors. Such products are usually marketed directly and via private wealth units of banks and wealth man - agers, offering access to asset classes such as private equity, real estate, and hedge funds. Investment firms and asset managers (eg, Pareto, ABG Sundal Collier and Arctic Securities) also offer and arrange alternative investment products for quali - fied or high net worth investors. 4.6 Private Placements Save for true reverse solicitation scenarios, all fund marketing must be carried out in reliance on so-called passporting rights (only available to certain EU/EEA managers) or one of Norway’s private placement regimes, as further detailed in 3.1 Origin of Promot- ers/Sponsors of Alternative Funds , 4.3 Marketing of Alternative Funds to Investors and 4.4 Rules Con- cerning Marketing of Alternative Funds , and may only be carried out within these regimes. In addition, sponsors marketing vehicles broadly should consider whether their offering might trigger prospectus requirements, particularly if marketing to retail investors. 4.7 Compensation and Placement Agents The use of compensation and placement agents var - ies depending on the specific situation and the AIF’s specific needs. Generally, AIFMs seek help to raise capital, but there are limited regulatory requirements on the AIFM’s part with respect to using it, other than ensuring that the agents are appropriately authorised (if required) and ensuring that remuneration models comply with the relevant rules on inducements.
The provision of assistance in relation to placements of financial instruments, such as units in funds, is often regarded as an investment service, subject to the licensing requirements set forth in the laws imple - menting MiFID II. Furthermore, advice provided to a company with respect to its capital structure or busi - ness strategy (eg, pre-M&A advice) may be regarded as an ancillary service, provided that the advice is general in nature and that no individual recommen - dation to transact in a certain financial instrument is made. 4.8 Tax Regime for Investors Investors are generally subject to the ordinary income tax regime. Foreign Investors Foreign shareholders in Norwegian limited compa - nies are normally only subject to withholding tax on dividends if they invest as shareholders in a Norwe - gian limited company, and there are even significant exemptions for EU/EEA investors, as well as relief under applicable double tax treaties. Furthermore, money accrued from the sale of shares or liquidation proceeds is not subject to Norwegian withholding tax. Foreign limited partners in a Norwegian limited part - nership are in principle taxable and must file Norwe - gian tax returns, but they are often largely exempt from tax under the Norwegian participation exemption ( fritaksmetoden ) (assuming the AIF invests in qualify - ing shares) and they may be able to get further relief under an applicable tax treaty. Norwegian Investors Norwegian investors are subject to the ordinary income tax regime on their investments in AIFs. Ordinary corporate investors are often largely tax exempt (3% of dividends may be taxed leading to an effective taxable rate of 0.66%) on such invest - ments under the Norwegian participation exemption ( fritaksmetoden ), and any taxable income (eg, inter - est income or income/gain on non-qualifying invest - ments) is subject to 22–25% net tax. The tax approach depends on whether the Norwegian investor invests as a shareholder or limited partner, but the overall ulti - mate tax burden is often largely the same (with certain important exceptions, eg, in secondary transactions
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