NORWAY Law and Practice Contributed by: Markus Nilssen, Vanessa Kalvenes and Marcus Cordero-Moss, BAHR
2025. The new legislation will allow Norwegian financial institutions to securitise financial assets under the same legal framework as other finan - cial institutions in the EU. From the outset, the Securitisation Regula - tion only provided for simple, transparent and standardised (STS) designation for traditional securitisations. However, in April 2021, the EU passed Regulation (EU) 2021/557 and Regula - tion (EU) 2021/558 amending the Securitisation Regulation and the CRR to also provide an STS framework for synthetic securitisation transac - tions. On 7 September 2021, the Ministry of Finance published a consultation paper on new legislation to implement these two regulations in Norway. The consultation paper was prepared by the FSAN and follows on from the Norwe - gian Parliament’s adoption, on 23 April 2021, of the new legislation to implement the Securitisa - tion Regulation in Norwegian law. It is expected that this legislation will enter into force simul - taneously with the legislation implementing the Securitisation Regulation. 6.2 SPEs Norwegian corporate or similar law is not par - ticularly well-suited to facilitate the use of Nor - wegian SPEs in securitisation transactions. Based on feedback received in the legislative hearing, the Ministry of Finance assumed in its legislative proposal that Norwegian financial institutions will likely prefer to use SPEs regis - tered outside of Norway in securitisation trans - actions, for instance SPEs registered in Ireland or Luxembourg. Consequently, amendments to Norwegian corporate or similar law have not been proposed or adopted at this stage. 6.3 Transfer of Financial Assets There are no specific requirements to ensure a transfer of financial assets is valid and enforcea -
ble by the transferee against the transferor under Norwegian law. However, legal perfection rules must be observed to ensure protection against the transferor’s creditors. In case of transfer of monetary claims, the debtor to such claims must be notified, as further described below. Legal charges must be established pursuant to the terms of the Norwegian Pledge Act. Cer - tain requirements must be fulfilled for the legal charge to be valid between the parties. Notably, it is not permitted to establish a “floating” charge over all of the chargor’s assets. Furthermore, the chargor may not grant security over less than the chargor’s entire ownership in the charged asset. Transfers of mortgages may need to be regis - tered in order to be legally perfected. 6.4 Construction of Bankruptcy-Remote Transactions As outlined in 6.1 Insolvency Laws , the securi - tised financial assets would, as a general rule, not form part of the originator’s insolvency estate as they do not “belong to” the insolvent originator following a true sale of the assets. To ensure that the underlying assets are bankruptcy remote, it is key that the substantial risks associ - ated with them are transferred to the SPE. Fur - ther, the overriding claw-back provisions in Nor - wegian insolvency legislation must be observed. 6.5 Bankruptcy-Remote SPE See 6.1 Insolvency Laws .
7. Tax Laws and Issues 7.1 Transfer Taxes
There is no stamp duty or other documentary taxes on the transfer of financial assets. Certain fees must be paid for registering title transfers
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