NORWAY Law and Practice Contributed by: Karoline Ulleland Hoel, Sigurd Opedal, Ole Henrik Wille and Daniel Nygaard Nyberg, Wikborg Rein Advokatfirma AS
The EFTA Court held an oral hearing on 1 April 2025, with a decision expected in 6–8 months. If ESA’s posi - tion is upheld, it could open the door to full acqui - sitions of various Norwegian financial institutions, including by private equity funds, contingent upon relevant regulatory bodies deeming such entities fit for qualified ownership stakes. Withholding Tax on Liquidation Proceeds for Foreign Shareholders Under the current Norwegian tax regime, liquidation proceeds distributed from a Norwegian entity are not taxable for foreign shareholders (unless the shares are owned as part of a taxable business in Norway). A gov - ernment-appointed expert committee has proposed introducing withholding tax on liquidation proceeds to foreign shareholders, albeit it remains uncertain if and when such rules will be introduced. If introduced, they will affect the level of taxation when exiting invest - ments in Norway through liquidation, although certain exemptions are expected for corporate shareholders resident in the EEA. EU Directives and Regulations To comply with its obligations under the EEA Agree - ment, Norway must adopt and implement certain EU Directives and Regulations. The Norwegian PRIIPs Act, implementing Regulation (EU) No 1286/2014 (PRIIPs), entered into force on 1 October 2024. At the same time, Regulation (EU) 2019/1156 on facilitat - ing cross-border distribution of collective investment undertakings (CBDF) was implemented in the Norwe - gian AIF Act. To address the shortcomings of ELTIF 1.0, “ELTIF 2.0” was adopted by the EU on 10 January 2024. In June 2025 the Ministry of Finance proposed amend - ments to the Norwegian AIF Act to transpose ELTIF 2.0. ELTIF 2.0 introduces changes aimed at making ELTIFs more attractive to investors, particularly by easing requirements for ELTIFs marketed only to pro - fessionals, increasing investment flexibility, and facili - tating access for non-professional investors. The AIFMD II entered into force in the EU on 15 April 2024 and significantly expands AIFMD I by allowing direct lending funds access to the Norwegian market. The FSAN is currently drafting proposals for regula -
tions transposing AIFMD II, though the implementa - tion date in Norway remains uncertain. The EU sustainable finance framework has nota - ble impacted private equity funds and transactions, also in Norway. However, in a recent FSAN report on investment firms and funds managers’ compliance with the Sustainable Finance Disclosure Regulation (SFDR), the FSAN noted insufficient compliance and highlighted that several firms had misinterpreted or overlooked various requirements. In April 2024, the European Parliament adopted the EU Listing Act, amending the EU Prospectus Regu - lation, the EU Market Abuse Regulation and Direc - tive and MiFID II and MiFIR. In February, 2025, the Ministry of Finance proposed regulations transposing the amendments to the Prospectus Regulation and the Market Abuse Regulation in Norway. However, pending completion of the EU legislative process, it remains unlikely for the Listing Act to enter into force in Norway before early 2026. Regulation (EU) 2019/2033 and Directive (EU) 2019/2034 (IFR/IFD) were included into the EEA Agreement on 14 March 2025. In June, 2025, the Ministry of Finance proposed a new bill for the imple - mentation of IFR/IFD in Norway. IFR/IFD will introduce more lenient and proportionate rules that are better adapted to investment firms. IFR/IFD must formally enter into force in the EEA Agreement before the new regulations may enter into force in Norway. The Digital Operational Resilience Act (EU 2022/2554) (DORA) entered into force in the EU on 17 January 2025 with the aim of strengthening and harmonising key requirements relating to digital operational resil - ience for financial entities. The Norwegian DORA Act, which transposes DORA into Norwegian law, entered into force on 1 July 2025. As of 1 October 2024, all Norwegian registered enti - ties must register their Ultimate Beneficial Owners in the Brønnøysund Register under the Norwegian Act on the Beneficial Owners Registry, incorporating Directives (EU) 2015/849 and 2018/843. A ten-month phase-in period ended 31 July 2025, after which non- compliance may result in coercive fines.
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