ECOVIS FiSolutions

UBO register Norway: Which requirements companies will have to meet in the future

12.03.2025

By 31 July 2025, companies and legal entities must provide details for the UBO register (Ultimate Beneficial Owner) in Norway. Who exactly has to register? What exceptions are there, and how does registration work? Ecovis provides answers to these and other questions.

Background to the UBO register Norway

EU countries have already established a standardised UBO register for all member countries, although the level of public access and implementation might vary. To align with EU standards, Norway implemented its own UBO register on 1 October 2024.

This aims to mandate businesses and other types of legal entities to identify themselves and provide UBO information to the state-operated register, the Brønnøysund Register Centre. The authority has given all affected organisations a reasonably long timeframe (from 1 October 2024 to 31 July 2025) for completing the initial registration.

At the moment, only the public authorities have full access to the register’s total inventory. In addition, media covered by section 2 of the Media Liability Act and non-governmental organisations aiming to prevent the misuse of a company’s structure can also have access.

Who must comply?

Most enterprises registered in Norway are required to provide UBO information to the new register, including:

• Private limited companies (AS)
• Public limited companies (ASA)
• Partnerships
• Cooperatives
• Certain foundations
• Norwegian-registered foreign businesses (NUFs)

However, exemptions exist for some types of companies, e.g. listed companies, non-commercial associations, mutual funds etc. NUFs whose main companies are resident in an EEA country and have already registered UBO information there only need to confirm this in the submission.

We support you with daily administrative tasks, such as UBO registration.

Ding Xu, Partner/CPA, ECOVIS Ardur Tax AS, Oslo, Norway

Who is a beneficial owner?

A beneficial owner is a natural person, either Norwegian or foreign, who owns or controls an organisation in terms of holding shares or via other means. A person is a beneficial owner if he/she meets one of the following criteria:

• A person who owns more than 25% of the business
• A person who controls more than 25% of voting rights
• A person who has the right to appoint or remove more than 50% of board directors
• A person who has influence or control in another way. For example, via an agreement, rights to decide or veto

If the company does not have a beneficial owner, it must also confirm this to the UBO register.

How to register?

UBO registration is carried out via the Norwegian electronic dialogue portal Altinn.no. A person with a registered role in a company, such as chairperson of the board or CEO, will automatically receive access to submit to the UBO register. External advisors such as authorised accountants, auditors and lawyers can also be given access for submission if approved by the company.

For further information please contact:

Ding Xu, Partner/CPA, ECOVIS Ardur Tax AS, Oslo, Norway
Email: ding.xu@ecovis.no

EU Mobility Directive Luxembourg: Milestone for cross-border corporate transactions

10.03.2025

With a new law, Luxembourg is improving corporate mobility. This is a milestone in Luxembourg company law and strengthens the country’s position as a hub for cross-border corporate transactions. The Ecovis consultants explain the changes.

On 23 January 2025, with a two-year delay, the Luxembourg Parliament passed a new law to implement Directive (EU) 2019/2121 amending Directive (EU) 2017/1132 on cross-border conversions, mergers and divisions (the Mobility Directive).

Key legislative changes

The law modifies two key Luxembourg statutes:

• The amended law of 10 August 1915 on commercial companies
• The amended law of 19 December 2002 on the trade and company register, accounting and financial statements

By implementing the Mobility Directive, Luxembourg is introducing a harmonised framework for cross-border transactions while ensuring robust stakeholder protection and legal certainty.

Introduction of a dual-regime system

The new law establishes two distinct regulatory regimes:

1. General regime – Governs domestic mergers, divisions and conversions, as well as cross-border transactions involving non-EU Member States or non-standard Luxembourg legal entities.
2. Specific regime – Applies to intra-EU cross-border mergers, divisions, and conversions involving Luxembourg companies structured as a société anonyme (SA), société à responsabilité limitée (SARL), or société en commandite par actions (SCA).

This structured approach enhances legal clarity while allowing continued flexibility for companies engaged in cross-border transactions beyond the EU.

Companies should work with an experienced auditing and consulting firm to implement the new laws.

Arnaud Yamalian, Managing Director, Approved Statutory Auditor, ECOVIS IFG Audit SA, Luxembourg

Key features and benefits

1. Expanded scope for cross-border transactions Previously, only cross-border mergers had a unified legal framework within the EU. The new law extends this harmonisation to cross-border conversions and divisions, making Luxembourg an even more attractive jurisdiction for business mobility.
2. Strengthened stakeholder protections
   1. Shareholders: Minority shareholders now have the right to withdraw under specific conditions, ensuring fair treatment.
   2. Creditors: Enhanced safeguards mitigate risks for creditors during cross-border restructurings.
   3. Employees: Improved consultation and participation rights strengthen the position of employees.
3. Introduction of a double control of legality Luxembourg notaries play a pivotal role in verifying compliance, ensuring fraud prevention, and overseeing the legality of transactions at both the departure and destination stages.

Challenges and future developments

Luxembourg’s delayed implementation of the Mobility Directive (originally due by 31 January 2023) highlights the complexity of aligning national laws with EU mandates. Despite the added administrative requirements, the law ensures increased legal certainty for companies. The pending adoption of Bill No. 8225 to amend the Labour Code will further refine the employment law aspects of the directive, providing additional clarity on workers’ rights and participation.

Conclusion

The implementation of the Mobility Directive represents a major step forward for Luxembourg’s corporate landscape, solidifying its reputation as a prime jurisdiction for cross-border corporate restructurings. Companies planning mobility transactions should proactively assess their compliance with the new legal requirements and engage with stakeholders to ensure smooth execution.

For further information please contact:

Arnaud Yamalian, Managing Director, Approved Statutory Auditor, ECOVIS IFG Audit SA, Luxembourg
Email: arnaud.yamalian@ecovis-audit.lu

12th ECOVIS Regional Partner Meeting of the Americas

03.03.2025

From 20th – 22nd February, Ecovis partners gathered in Asunción, Paraguay, for the 12th ECOVIS Regional Partner Meeting of the Americas.

The program included presentations and discussions on the local economy, business opportunities, and regional business development and marketing strategies.

We were honored to welcome guest speakers Vice Minister of Trade and Services, Rodrigo Maluff, and Director of the National Directorate of Tax Revenue of Paraguay, Juan Olmedo, who provided insights on doing business in Paraguay. The meeting concluded with updates on Ecovis people and culture initiatives.

Beyond the business discussions, this gathering was about strengthening our network and shaping the future of Ecovis in the Americas. Attendees had the opportunity to connect, explore the local sights, enjoy fantastic Paraguayan cuisine and share plenty of laughs.

A huge thank you to our hosts at Ecovis Paraguay, Romny Colman and Jose Cardenas, as well as everyone who contributed to making this event such a success. We look forward to building on these connections and collaborations in the future.