NORWAY Law and Practice Contributed by: Harald Sætermo, LexOslo
tal national functions or national security interests. The scope is target-specific and may include businesses in areas such as defence, telecommunications, digi - tal infrastructure, energy, transport, finance, space or other critical infrastructure, depending on the target’s role. Under the current ownership control rules, notifica - tion is required where an acquirer obtains a qualified ownership interest in an undertaking subject to the Security Act, generally at least one third of the share capital, ownership interests or voting rights, or sig - nificant influence by other means. The filing is made to the competent ministry or, where the undertaking does not fall within any ministry’s area of responsibil - ity, to the Norwegian National Security Authority. The regime applies to both Norwegian and foreign acquir - ers, although foreign ownership, state links, connec - tions to high-risk jurisdictions and access to sensitive assets will often be relevant to the assessment. The authorities may approve the transaction, impose conditions or prohibit it if it presents a not insignifi - cant risk to national security interests. They may also intervene outside the mandatory filing regime where a transaction or activity threatens national security. Amendments to the Security Act adopted in 2023 have partly entered into force. In particular, the basis for making undertakings subject to the Act, or to the ownership control rules in Chapter 10, has been expanded to include undertakings of decisive or sig - nificant importance to national security interests, even without a direct link to a fundamental national func - tion. However, key Chapter 10 changes to the owner - ship control regime – including a 10% filing thresh - old, additional filing triggers, notification obligations for sellers and target undertakings in certain cases, a standstill obligation and restrictions on sharing sensi - tive information before closing – have not yet entered into force at the time of writing (July 2026). Investors should therefore verify the current position before signing and closing sensitive transactions. Proposed Investment Control Act A government-appointed committee has also recom - mended that Norway consider introducing a separate Investment Control Act, noting that the current Nor -
wegian system is relatively narrow and fragmented. If pursued, such reform may result in a broader and more systematic sector-based screening regime for foreign investments, more closely aligned with Euro - pean FDI screening developments. Regulated Sectors Separate approval or licensing requirements may apply in regulated sectors, including financial ser - vices, petroleum, energy and hydropower, fisheries and aquaculture. Norway is not an EU member state but participates in the EU internal market through the EEA Agreement. This supports a generally open investment regime, subject to proportionate restric - tions based on national security or sector-specific regulatory objectives. 2.2 Procedure to Obtain Approval and Sanctions for Non-Compliance Norway does not have a single foreign investment authority for all foreign acquisitions. The investor must first determine whether the target is subject to the Norwegian Security Act or to sector-specific approval rules. This is normally assessed through due diligence into the target’s activities, licences, public-sector con - tracts, security classifications, customers, ownership structure and assets. For acquisitions covered by the ownership control rules in the Security Act, the notification is submit - ted to the ministry responsible for the relevant sec - tor or, if no ministry is responsible, to the Norwegian National Security Authority. The filing should describe the acquirer, the target, the transaction, the ownership chain and the security relevance of the target’s activi - ties. The authority may request further information. The review is based on national security considera - tions. The authority considers whether the acquisition may create a not insignificant risk that national securi - ty interests will be threatened. Under the current rules, the authority must normally inform the acquirer within 60 working days whether the acquisition is approved or referred to the government for further considera - tion. If further information is requested within the stat - utory period, the timeline may be suspended until the acquirer’s response is received.
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