Beneficial owners in a limited company

A beneficial owner is a Norwegian or foreign person who meets one or more of these criteria:

• owns more than 25 percent of the business

• controls more than 25 percent of the voting rights in the business

• has the right to appoint or remove more than half of the board members in the business

  Example: In accordance with the agreement/articles of association, certain share classes may provide the right to elect a given number of the company’s board members

• influence/control in another way

  Example: Rights to decide or veto, or situations where the person’s recommendation is followed consistently by the majority shareholders or owners

A person is a beneficial owner on a direct basis, indirect basis or through an agreement/contract.

When there is no business between the person and the business subject to registration, the person is a beneficial owner on a direct basis.

Example:

When a person controls a sufficient share of a business (for instance a holding company) which in turn has sufficient control of the business obliged to register its beneficial owners, that person is a beneficial owner on an indirect basis.

To be a beneficial owner, a person must indirectly control more than 25% at the first level, and then hold direct or indirect control of 50% or more at each subsequent level.

At the first level, the following rules apply:

• ownership more than 25 percent
• voting rights more than 25 percent
• the right to appoint or remove more than half of the board
• influence/control in another way

At all the other levels below apply:

• voting rights 50 percent or more
• the right to appoint or remove at least half of the board

Businesses that are between the business subject to registration and the beneficial owners are called intermediate businesses.

All intermediate businesses between the business that must register and the beneficial owner must be registered.

A person can be a beneficial owner on an indirect basis in three different ways:

• through an intermediate business
• through intermediate businesses at several levels
• through consolidation/merging of rights

Most of the beneficial owners will be identified in the business’ documents, such as the memorandum and articles of association, the share register and shareholder agreements. Generally speaking, the information here will be sufficient to identify the beneficial owners.

The board is responsible for keeping information about the beneficial owners of the business.

• full name
• national identity number or d-number
  If a beneficial owner does not have a national identity number or d-number, you must state the date of birth
• country of residence
• all citizenships
• organisation number – where the basis is indirect

For individuals with a national identity number or d-number, several personal details will be retrieved from the National Population Register. For these individuals, you only need to enter the national identity number/d-number and surname.

You must also state whether the person is a beneficial owner due to ownership, voting rights, the right to appoint or remove board members, or any other form of control or influence. You must also register whether the control is direct, indirect or exercised through agreements.