New rules on access to shareholder registers and information about owners of nominee-registered shares in Norwegian companies

On 1 February 2025, a new regulation (FOR-2024-11-17-2804) regarding access to shareholder registers and information about nominee-registered shares entered into force. The new rules complement the companies' statutory obligation to make the shareholder register available to anyone, cf. section 4-6 of the Norwegian Private Limited Liability Companies Act (the "Private Companies Act") and section 4-5 of the Norwegian Public Limited Liability Companies Act (the "Public Companies Act"), and the new rule in the Public Companies Act on the right to request information about the owners of nominee-registered shares (new section 4-5 second paragraph of the Public Companies Act, which entered into force on the same date).

A summary of the main points of the new regulation follows below.

Access to shareholder registers:

• Anyone has the right to access the shareholder register, cf. the Private Companies Act section 4-6 / the Public Companies Act section 4-5 first paragraph. As a general rule, the regulation stipulates that companies shall grant access by sending an electronic copy via email, but they must also offer access through other channels if requested. However, the company can refuse such a request if there is a valid reason for it. In assessing whether there is a "valid reason," factors that can be considered include whether fulfilling the request would require significant resource use by the company, incur significant costs, require a particular license, or pose a data security risk.
• Companies with shares registered in the Central Securities Depository (VPS) that offer a searchable access solution to the shareholder register (a so-called "public shareholder portal") may provide access via such an access solution. If anyone requests the company for access, the company may reject the request by referring to the access solution. The reference must be made in such a way that the person requesting access can easily find the access solution.
• It shall be granted access to all information registered in the shareholder register except for digital addresses, national identity numbers, bank account numbers, and historical information. For companies keeping a manual shareholder register, access shall be provided as it was when the request was received by the company, and for companies keeping the shareholder register in the VPS, access shall be provided as it was in the VPS at the end of the settlement day on the previous business day.
• Access to the shareholder register shall, as a general rule, for companies keeping a manual shareholder register, be granted within three business days from the date the access request was received by the company, and for companies keeping the shareholder register in the VPS, be granted within one business day from the time the access request was received by the company.
• As a general rule, access shall be provided free of charge.

The shareholder register shall be available at general meetings:

• The board shall ensure that the shareholder register is available at general meetings of the company. For companies keeping its shareholder register in the VPS, the shareholder register shall be as it was on the record date for the general meeting. The company decides how the availability shall be arranged, which in practice means that the obligation can be fulfilled by granting access to shareholders who request it during the meeting.
• In companies with nominee-registered shares, a notification that an owner of nominee-registered shares will attend the company's general meeting shall, if relevant, be presented.

Information about owners of nominee-registered shares:

• From 1 February 2025, section 4-5 second paragraph of the Public Companies Act grants anyone the right to request access to information about owners of nominee-registered shares. This right differs from the general right to access the shareholder register as the company does not have access to information about beneficial owners holding shares through nominees. Upon a request for access, the company must identify the owners of nominee-registered shares by requesting the nominee to disclose information about the beneficial owners, after which the company shall disclose the information to the requesting party. This may in practice entail additional costs for the company.
• The company may require its actual costs to be covered in connection with the access request. Furthermore, the regulation provides detailed rules about the access process, including the obligation to inform about the coverage of actual costs, deadlines, preparation of a compiled summary, and the accuracy of the information.

Periodic disclosure of owners of nominee-registered shares:

Companies with nominee-registered shares are required to annually disclose to the public a list of the beneficial owners of such shares, their country of residence, and the number of shares owned by each person. The list shall be made available free of charge no later than six weeks before the annual general meeting. The list may be made available by the company publishing information on its website on how the list can be obtained, and it shall be made available to the requesting party within three days from the date of the request.

Link to the regulation.