Five-point action plan for increased transparency about shareholders

Do you know who owns the company you work for? And has your company reported ownership correctly? The Minister of Trade and Industry is implementing measures for more transparency, now is the time to ensure that your company’s reporting is done correctly.

Intricate structures can disguise the real owners of companies and contribute to hiding financial crime. The Norwegian Minister of Trade and Industry, Jan Christian Vestre, has put increased transparency about ownership on the agenda and launched a five-point action plan:

1. Improved reporting about groups of companies
2. Regulation for better access to the shareholder register
3. Regulation for insight into manager-registered shares
4. Establishment of a working group
5. Register of beneficial owners

Below you will find the most important information about each of the measures.

Note that the measures also aim to improve compliance with the current rules, so this is a good time to ensure that your own company reports and provides insight correctly.

1. Improved reporting about groups companies

“We have figures indicating that around 100,000 companies have not reported that they are part of a group,” (our translation) said the Minister of Trade and Industry at his transparency breakfast earlier this year. If so, there are many companies that have work to do to ensure that they report correctly.

To achieve rapid improvement, the Minister of Trade and Industry pointed out the need for both better information about the rules and an assessment of the regulations. He encouraged companies to review and register correct information.

Correct group reporting may now become more important due to the new group rules in the Working Environment Act, which came into force on January 1st, 2024. These rules, for example, give employees priority for positions throughout the group in case of downsizing. When applying the new rules, it will be crucial to have a complete overview of which companies are part of the group.

Are you wondering if your company has complied with the registration obligation? Today’s requirement for registration of group affiliation is regulated in the Enterprise Register Act, and you can check the Brønnøysund Register Centre if your company is registered as a part of a group (brreg.no).

2. Regulation for better access to the shareholder register

The Ministry will make it easier to access the shareholder register and thus the information about who owns the shares. The Minister of Trade and Industry points out that the actual transparency is not as great as the legal transparency. To address this, the Ministry is considering introducing deadlines and sanctions, and that access should be provided digitally.

The right to access is regulated in the Private Limited Liability Companies Act § 4-6 and the Public Limited Liability Companies Act § 4-5. The two legal provisions already have the authority to establish regulations with further provisions on the right of access, including deadlines for providing access and payment of fees.

3. Regulation for insight into manager-registered shares

The Minister of Trade and Industry points out challenges in gaining insight into manager-registered shares. For manager-registered shares, the manager is entered into the shareholder register instead of the foreign owner. This can make it difficult to determine who the real owner is.

The Minister of Trade and Industry does not delve into what he will do but points out that he will ensure that the right of access to manager-registered shares can come into force, making it possible to determine who the real owners are. This refers to a provision in the Public Limited Liability Companies Act on strengthened access to manager-registered shares, which has been passed but not yet enacted. When the provision comes into force, there is authority to issue a regulation with detailed provisions. Thus, it is not new ammunition the Minister of Trade and Industry is launching but a follow-up of what has already been decided.

4. Establishment of a working group

The Ministry has established a working group to provide recommendations on how to achieve greater transparency and what the framework should be. The working group is to provide its input by June 2024, and the work will be part of the basis for a consultation paper the Ministry is preparing.

Among other things, the working group will assess the balance between transparency about shareholders and other considerations such as privacy and security. The group will consider resource use, including costs imposed on duty entities as well as the use of public funds.

5. Register of beneficial owners

The Minister of Trade and Industry referred to the Minister of Finance working on a register of beneficial owners. This register was already adopted by law in 2019 and is, among other things, part of measures against money laundering and terrorism. However, there have been several challenges with the entry into force for some of the provisions of the law and the implementation of the new register.

The Minister of Trade and Industry referred to the Minister of Finance having sent a proposal for consultation and wanting to get the register up and running as soon as possible. In the Minister of Finance’s own press release from December 2023, it is explained that “A decision by the EU Court of Justice on public access to information in the register has created uncertainty and complicated the work on rolling out the register.” (our translation). The deadline for comments on the Ministry of Finance’s proposal to get the register operational was January 19, 2024.

Table of reference

Regjeringen, Pressemelding 19.01.2024. «Næringsministeren lanserer fempunktsplan for å skape større åpenhet om aksjeeiere».

Regjeringen, Åpenhet og aksjer 22.01.2024. “Næringsministerens presentasjon om åpenhet og aksjer”.