Register for Ultimate Beneficial Ownership (NO0053)

• What’s in the 2019 Action PlansBeneficial Ownership Register (August 1, 2020)

Background: It is important to obtain knowledge about who has beneficial ownership in companies. Information about shareholders is currently publicly available, but there is not necessarily transparency about the underlying beneficial owners. It is important to clarify who should have access to information about beneficial owners and what kind of information should be provided. Investigate, send for consultation and promote proposals for a publicly accessible register with information about the beneficial owners in Norwegian companies. Status quo or problem/issue to be addressed: Parliament has asked the government to bring a proposal for a Norwegian public ownership registry to ensure transparency of ownership in Norwegian businesses and to strengthen efforts against tax crime, corruption and money laundering. It is understood that such a registry should follow the Financial Action Task Forces’ recommendations from 2012 on international standards for combating money laundering and combating the financing of terrorism and the proliferation of WMD, as well as EU regulations in this area. Government has appointed a commission to consider changes to Norwegian legislation in order to follow the Financial Action Task Forces’ recommendations and the EU’s fourth Money Laundering Directive. The committee second interim report, which includes an assessment of how ultimate beneficial ownership shall be made public, will be presented in autumn 2016. The report will be sent for general consultation and input from civil society will be considered. In parallel with this work, the Ministry of Trade, Industry and Fisheries and the Ministry of Finance will work together to facilitate access to information on beneficial ownership in Norwegian limited liability companies. A consultative document with various solution proposals was sent for consultation in winter 2016. Main Objective: The purpose is to increase access to information about who owns and who has a controlling interest in Norwegian companies, as well as to follow up on our international obligations through the Financial Action Task Forces and our EEA membership. Openness about who owns companies are an important tool to combat corruption, money laundering, tax evasion and other economic crimes, while also helping to promote economic efficiency. Brief Description of Commitment (140 character limit): Investigate, send for consultation and promote proposals for a publicly accessible register with information about the ultimate beneficial owners in Norwegian companies. Relevance: A publicly accessible register with information about (direct) shareholders and ultimate beneficial ownership will facilitate access to information that is relevant to combat economic crime, both for public bodies, private actors and civil society. Ambition: A publicly accessible register with information about direct shareholders and ultimate beneficial owners of Norwegian companies will strengthen the work of public authorities and civil society in their efforts to combat economic crime and will make it easier for banks and other actors who have reporting obligations under the money laundering legislation.

9. Register for ultimate beneficial ownership

Commitment Text:

Background: It is important to obtain knowledge about who has beneficial ownership in companies. Information about shareholders is currently publicly available, but there is not necessarily transparency about the underlying beneficial owners. It is important to clarify who should have access to information about beneficial owners and what kind of information should be provided. Investigate, send for consultation and promote proposals for a publicly accessible register with information about the beneficial owners in Norwegian companies.

Status quo or problem/issue to be addressed: Parliament has asked the government to bring a proposal for a Norwegian public ownership registry to ensure transparency of ownership in Norwegian businesses and to strengthen efforts against tax crime, corruption and money laundering. It is understood that such a registry should follow the Financial Action Task Forces’ recommendations from 2012 on international standards for combating money laundering and combating the financing of terrorism and the proliferation of WMD, as well as EU regulations in this area. Government has appointed a commission to consider changes to Norwegian legislation in order to follow the Financial Action Task Forces’ recommendations and the EU’s fourth Money Laundering Directive. The committee second interim report, which includes an assessment of how ultimate beneficial ownership shall be made public, will be presented in autumn 2016. The report will be sent for general consultation and input from civil society will be considered. In parallel with this work, the Ministry of Trade, Industry and Fisheries and the Ministry of Finance will work together to facilitate access to information on beneficial ownership in Norwegian limited liability companies. A consultative document with various solution proposals was sent for consultation in winter 2016.

Main Objective: The purpose is to increase access to information about who owns and who has a controlling interest in Norwegian companies, as well as to follow up on our international obligations through the Financial Action Task Forces and our EEA membership. Openness about who owns companies are an important tool to combat corruption, money laundering, tax evasion and other economic crimes, while also helping to promote economic efficiency.

Brief Description of Commitment: Investigate, send for consultation and promote proposals for a publicly accessible register with information about the ultimate beneficial owners in Norwegian companies.

Relevance: A publicly accessible register with information about (direct) shareholders and ultimate beneficial ownership will facilitate access to information that is relevant to combat economic crime, both for public bodies, private actors and civil society.

Responsible institution: Ministry of Finance

Supporting institution(s): Ministry of Trade, Industry and Fisheries; Tax Justice Network; Money Laundering Law Committee, others

Start date: 2015 .. End date: November 2017

Context and Objectives

This commitment is pertinent to having publicly available information on the ultimate owners of companies registered in Norway. In a broader effort to combat tax evasion, corruption, and money laundering, in 2015, the Norwegian parliament (Storting) asked the government to develop a proposal for a registry of ultimate beneficial ownership (UBO).[Note: The parliamentary decision is available in Norwegian at https://www.stortinget.no/nn/Saker-og-publikasjonar/Vedtak/Vedtak/Sak/?p=61945. ] Recent EU agreement on a revision of the EU 4 Anti-Money Laundering Directive is likely to include a mandatory UBO register.[Note: See http://taxjustice.no/ressurser/eu-vedtok-apenhet-om-eiere-i-selskaper. ] This revision is relevant to Norway, since it is a member of the European Economic Area.

The commitment’s intention is to develop and consult on the proposals for a publicly accessible register of ultimate beneficial owners (UBO) of Norwegian companies. The commitment text refers to the 5 June 2015 decision in Parliament to ask the government to establish a UBO registry based on international standards (Financial task force 2012 and relevant EU directives).[Note: The parliamentary decision is available in Norwegian at https://www.stortinget.no/nn/Saker-og-publikasjonar/Vedtak/Vedtak/Sak/?p=61945. ] However, the commitment text does not specify how the UBO registry will be set up.

Preparatory work on establishing the UBO register is critical. The stated ambition (i.e., the eventual establishment of a publicly accessible UBO registry) has the potential to dramatically increase the level of access to information on company ownership, and to reduce corruption and tax evasion.[Note: Interview with Sigrid Klæboe Jacobsen, director of Tax Justice Network – Norway, 1 December 2017.] Currently, Norway has a registry of shareholders. In many cases, however, it does not indicate who the ultimate owners of shares are.[Note: A searchable version of the shareholder registry is available from https://investor.dn.no/?&_ga=2.229826396.139344687.1513380456-2122819295.1513380456#!/NorgesAksjer/. ] Also in existence is a register of assets, economic interests, and public positions of cabinet members and members of the Storting.[Note: The register is available from https://www.stortinget.no/no/Stortinget-og-demokratiet/Representantene/Okonomiske-interesser/. ] This commitment could be critical in deciding to provide public access to information about who owns and controls Norwegian companies, and is clearly relevant to the OGP value of access to information.

Among the action plan’s nine commitments, this is the only one that involves a CSO, namely, the Tax Justice Network (TJN).

Completion

The Commission on the Money Laundering Act published a consultation paper with proposals for a UBO registry in December 2015[Note: The consultation paper from 2015 is available (in Norwegian) from https://www.regjeringen.no/no/dokumenter/horing---okt-apenhet-om-informasjon-om-eiere-i-aksjeselskaper/id2468940/. ] (prior to the action plan), and its second report in December 2016.[Note: NOU 2016:27. Available (in Norwegian) from https://www.regjeringe n.no/no/dokumenter/horing---hvitvaskingslovutvalgets-utredning-nou-2016-27/id2525022/. ] The proposals are currently being discussed in the Ministry of Finance and Ministry of Trade, Industry, and Fisheries.[Note: According to the government’s self-assessment, and further expressed via telephone by commitment PoC Kristina Wilhelmsen, Ministry of Finance, 30 November 2017.] This commitment is not on time, given the action plan deadline of November 2017.

The Commission on the Money Laundering Act has suggested that a new registry not be open to the public, and that companies on the Oslo stock exchange be exempted.[Note: See https://www.regjeringen.no/no/aktuelt/utvalg-foreslar-ny-hvitvaskingslov/id2524658/, and NOU 2016:27, https://www.regjeringe n.no/no/dokumenter/horing---hvitvaskingslovutvalgets-utredning-nou-2016-27/id2525022/.] These recommendations seem to be based on the minimum requirement of the relevant EU directive, rather than the 2015 decision of Norway’s parliament. Stakeholders and Parliament have not been satisfied with what they consider a lack of progress in the government’s work on the UBO registry. They also see the commission’s proposal as a major setback to the 2015 decision in Parliament.[Note: Interview with Sigrid Klæboe Jacobsen, director of Tax Justice Network – Norway, 1 December 2017.] In its final proposal for a new Money Laundering Act, the commission argues that a UBO registry covers a wider area than the Money Laundering Act and the commission’s mandate.[Note: Chapter 12.5 in NOU 2016:27, available (in Norwegian) from https://www.regjeringe n.no/no/dokumenter/horing---hvitvaskingslovutvalgets-utredning-nou-2016-27/id2525022/.] This implies that its proposals for a registry are based on the mandate related to considering revisions to the Money Laundering Act, and not the parliamentary decision. If this is the case, the question is why the government considers the reports from the commission as important benchmarks for an eventual UBO proposal. Transparency International Norway has voiced its concern about this issue.[Note: See http://taxjustice.no/ressurser/stor-sttte-for-apenhet-om-eiere (in Norwegian).] TJN has not been consulted during implementation, although it is listed as an 'actor involved' in the action plan.[Note: Interview with Sigrid Klæboe Jacobsen, director of Tax Justice Network – Norway, 1 December 2017.] The Ministry of Finance has participated in meetings called by TJN, but has neither invited nor consulted the organization.[Note: Ibid.]

There seems to have been no further discussion of the UBO register in the two ministries. The IRM researcher has searched the OEP for the term 'eierskapsregister' (UBO in Norwegian), and limited the search to the two ministries involved (Ministry of Finance and Ministry of Trade, Industry, and Fisheries) for the period 1 January 2016 to 15 December 2017. This resulted in twelve hits. The titles of those documents suggest, however, that none concerning the development of the UBO were sent between the two ministries during the current action plan period to date.[Note: Among the 12 hits, seven were related to two recent instances of debate in Parliament. In those instances, the two ministries communicated about how to answer a question from a Member of Parliament. Four are related to communication with the UK Chancellor. The remaining document is from 2015, but was archived in June 2016. A control search of OEP related to the same ministries in the same time period, but with the term ‘beneficial ownership,’ generated 19 hits. Seven concerned communication with the Financial Action Task Force on Money Laundering (FATF). The English term ‘beneficial ownership’ is used in the Norwegian version of the action plan. ] Although not conclusive evidence, the IRM researcher believes that, had a registry for ultimate beneficial ownership been given a higher priority by the government, document traces would have been (considerably) larger.

Next Steps

It is recommended that the remainder of this commitment be implemented within the remaining period of the action plan. The commitment covers a very complex area in which big economic interests could benefit from a lack of transparency regarding ownership. With reference to the 2015 parliamentary decision to establish a UBO registry that is transparent and open to the public,[Note: See https://www.stortinget.no/nn/Saker-og-publikasjonar/Vedtak/Vedtak/Sak/?p=61945. ] it is recommended that:

· The government clarify whether or not the commission’s mandate on the Money Laundering Act is narrower than that entailed in the 2015 parliamentary decision on UBO.

· Going forward, the Ministry of Finance should ensure better stakeholder involvement.

✪ 9. Register for ultimate beneficial ownership

Commitment Text:

Background: It is important to obtain knowledge about who has beneficial ownership in companies. Information about shareholders is currently publicly available, but there is not necessarily transparency about the underlying beneficial owners. It is important to clarify who should have access to information about beneficial owners and what kind of information should be provided. Investigate, send for consultation and promote proposals for a publicly accessible register with information about the beneficial owners in Norwegian companies.

Status quo or problem/issue to be addressed: Parliament has asked the government to bring a proposal for a Norwegian public ownership registry to ensure transparency of ownership in Norwegian businesses and to strengthen efforts against tax crime, corruption and money laundering. It is understood that such a registry should follow the Financial Action Task Forces’ recommendations from 2012 on international standards for combating money laundering and combating the financing of terrorism and the proliferation of WMD, as well as EU regulations in this area. Government has appointed a commission to consider changes to Norwegian legislation in order to follow the Financial Action Task Forces’ recommendations and the EU’s fourth Money Laundering Directive. The committee second interim report, which includes an assessment of how ultimate beneficial ownership shall be made public, will be presented in autumn 2016. The report will be sent for general consultation and input from civil society will be considered. In parallel with this work, the Ministry of Trade, Industry and Fisheries and the Ministry of Finance will work together to facilitate access to information on beneficial ownership in Norwegian limited liability companies. A consultative document with various solution proposals was sent for consultation in winter 2016.

Main Objective: The purpose is to increase access to information about who owns and who has a controlling interest in Norwegian companies, as well as to follow up on our international obligations through the Financial Action Task Forces and our EEA membership. Openness about who owns companies are an important tool to combat corruption, money laundering, tax evasion and other economic crimes, while also helping to promote economic efficiency.

Brief Description of Commitment: Investigate, send for consultation and promote proposals for a publicly accessible register with information about the ultimate beneficial owners in Norwegian companies.

Relevance: A publicly accessible register with information about (direct) shareholders and ultimate beneficial ownership will facilitate access to information that is relevant to combat economic crime, both for public bodies, private actors and civil society.

Responsible institution: Ministry of Finance

Supporting institution(s): Ministry of Trade, Industry and Fisheries; Tax Justice Network; Money Laundering Law Committee, others

Start date: 2015 ..  End date: November 2017

Editorial note: This commitment is clearly relevant to OGP values as written, has transformative potential impact, and is substantially or completely implemented and therefore qualifies as a starred commitment. 

Commitment Aim:

The commitment’s intention was to develop and consult on the proposals for a publicly accessible register of ultimate beneficial owners (UBO) of Norwegian companies. The commitment text refers to the 5 June 2015 decision in parliament to ask the government to establish a UBO registry based on international standards (Financial task force 2012 and relevant EU directives).[Note37: The parliamentary decision ( in Norwegian), https://www.stortinget.no/nn/Saker-og-publikasjonar/Vedtak/Vedtak/Sak/?p=61945. ]

Status

Midterm: Limited

The Commission on the Money Laundering Act published a consultation paper with proposals for a UBO registry in December 2015[Note38: The consultation paper from 2015 (in Norwegian), https://www.regjeringen.no/no/dokumenter/horing---okt-apenhet-om-informasjon-om-eiere-i-aksjeselskaper/id2468940/. ] (prior to the action plan), and its second report in December 2016.[Note39: NOU 2016:27. (in Norwegian), https://www.regjeringe n.no/no/dokumenter/horing---hvitvaskingslovutvalgets-utredning-nou-2016-27/id2525022/. ] The proposals were discussed in the Ministry of Finance and Ministry of Trade, Industry and Fisheries.[Note40: According to the government’s self-assessment, and further expressed via telephone by commitment PoC Kristina Wilhelmsen, Ministry of Finance, 30 November 2017.]

The Commission on the Money Laundering Act has suggested that a new registry not be open to the public, and that companies on the Oslo stock exchange be exempted.[Note41: Commission suggestion, https://www.regjeringen.no/no/aktuelt/utvalg-foreslar-ny-hvitvaskingslov/id2524658/, and NOU 2016:27, https://www.regjeringe n.no/no/dokumenter/horing---hvitvaskingslovutvalgets-utredning-nou-2016-27/id2525022/.] Stakeholders and parliament have not been satisfied with what they consider a lack of progress in the government’s work on the UBO registry. They also see the commission’s proposal as a major setback to the 2015 decision in parliament.[Note42: Interview with Sigrid Klæboe Jacobsen, director of Tax Justice Network – Norway, 1 December 2017.] For more information, please see the 2016–2017 IRM midterm report. 

End-of-Term: Complete

This commitment was completed at the end of the action plan. On 28 June 2018 the government submitted a law proposal (Prop. 109L) to parliament which, at the time of writing this report, is for consideration in the parliamentary finance committee.[Note43: The law proposal, https://www.regjeringen.no/no/dokumenter/prop.-109-l-20172018/id2604993/ This was also confirmed in a telephone interview with Director of Department Marianne Irgens, Ministry of Finance, 28 September 2018.] The proposal states that the register should be open to the public[Note44: The issue of public accessibility of the register as compared to accessible only for those with “legitimate interest” has been one of the main uncertainties before the government came forward with its proposal, see for instance this Q&A session in Parliament May 2018 (in Norwegian only), https://www.stortinget.no/no/Saker-og-publikasjoner/Sporsmal/Skriftlige-sporsmal-og-svar/Skriftlig-sporsmal/?qid=72359 ] and be free of charge.[Note45: The proposal, https://www.regjeringen.no/no/dokumenter/prop.-109-l-20172018/id2604993/sec1 and information about it on the government website, https://www.regjeringen.no/no/dokumenter/prop.-109-l-20172018/id2604993/ (both in Norwegian only).] While civil society acknowledges that this represents a major step forward, it has certain limitations that frustrate CSOs working in this policy area.[Note46: Telephone interview with Sigrid Klæboe Jacobsen, director of Tax Justice Network – Norway, 28 September 2018.] This includes a threshold criteria meaning that only shareholders holding more than 25 percent of the shares will be obliged to register, and that companies on Oslo stock exchange will likely be exempted. These limitations have been criticized by stakeholders, but the fact that a proposal has been submitted is nevertheless seen as a major step forward.[Note47: Ibid.]

Did It Open Government?

Access to Information: Did Not Change

To establish a UBO registry in Norway is seen as a potentially transformative change. Achieving agreement in the government on the issue of public and free of charge accessibility of information on company ownership is seen as a major milestone. However, since the law has not yet been passed and the UBO registry is yet to be established, this commitment has not yet led to changes in practice.

Carried Forward?

According to government officials, the government intends to include a commitment in the fourth action plan for establishing a UBO registry once the parliament has passed and/or amended the existing proposal.[Note48: The draft action plan (in Norwegian), https://open.regjeringa.no/files/2018/10/Innspill_forpliktelser_handlingsplan4.pdf. Additional information in telephone interviews with PoC Tom Arne Nygard, KMD, 25 and 28 September and 2 October 2018, and with Marianne Irgens, Ministry of Finance, 9 October 2018.]