AIFM passporting in Norway

1. EEA AIFMs

The main concepts of the AIFMD were implemented into Norwegian law when the Norwegian AIFM Act came into force in July 2014. 

AIFMs authorised in their EEA home State may exercise passport rights for management and marketing in Norway in relation to most types of AIFs, on a services and/or branch basis. 

Regardless of whether an existing passport to do management business under another single market directive (such as UCITS) is held, EEA AIFMs are required to make a separate notification to their home State competent authority if intending to manage or market an EEA AIF on a passported basis in Norway. The home State competent authority will send the management passport notification to the Financial Supervisory Authority of Norway(“FSAN”) on behalf of the EEA AIFM. 

An EEA AIFM wishing to market a Norwegian AIF or EEA AIF 1 Subject to the Norwegian AIF or EEA AIF not being a feeder AIFM to a master AIF managed by a Non-EEA AIFM or the master AIF being a Non-EEA AIF.  to professional investors in Norway may do so if its home State competent authority has submitted a passport notification to the FSAN to market the AIFM, and may commence its distribution activities in Norway from the date of notification by the home State competent authority to the FSAN.   

It is possible for an EEA AIFM to market a Norwegian AIF or EEA AIF to nonprofessional investors in Norway. Such marketing requires a separate approval of the FSAN. The EEA AIFM must submit an application to FSAN documenting that the AIF may be marketed to nonprofessional investors in its home State and that applicable Norwegian requirements for such marketing will be complied with, i.e. the preparation of a key investor information document and the conduct of a suitability test. AIFMs marketing AIFs to nonprofessional investors in Norway must be a member of an independent, external complaints board.   

In June 2022, the Norwegian Parliament has implemented Regulation (EU) 2019/1156 and Directive (EU) 2019/1160 on cross border distribution and harmonisation of pre marketing rules. The legislation will be effective as of 1 January 2023. 

2. Pre marketing by both EEA AIFMs 

EEA AIFMs may commence pre marketing AIFs which are not yet established or established but not yet compliant with the applicable marketing procedures, to potential professional investors in Norway, provided that the Norwegian Financial Supervisory Authority (NSF) receives a pre marketing notification letter within two weeks of starting such pre marketing activity.  

The information provided to potential professional investors within the context of the pre marketing activity should not enable such investors to commit to acquiring units or shares of the pre marketed AIF or amount to a subscription form or similar document, whether in draft or final form.  

a period of 18 months after the start of the pre-marketing of the AIF, the AIFM may not rely on reverse solicitation in the jurisdiction where the pre-marketing has been notified and applicable local legislation on marketing shall apply. 

3. Third country AIFMs

A Non-EEA AIFM may market a Non-EEA AIF or an EEA AIF in Norway to professional investors by use of the Norwegian private placement regime. Reference is made to the ‘CMS Guide to Private Placement of Funds’.

4. Fees

Norway charges one-off fees for AIFMD passport notifications, marketing applications and annual fees for having registered an AIF in Norway. Fees for notifications and marketing applications are set by regulation between NOK 5,000 (approx. EUR 450) and NOK 30,000 (approx. EUR 2700), and annual fees are set at up to NOK 10,000 per fund (approx. EUR 900). The FSAN has not set legally binding final fee levels, but has in the consultation leading up to the regulation indicated the following fee levels:  

  • Registration passporting under AIFMD (and UCITS): NOK 5,000 (approx. EUR 450) 
  • Application for marketing of AIFs to retail investors: NOK 20,000 (approx. EUR 1,800) 
  • Annual fees: NOK 7,000 per fund (approx. EUR 600) 

EEA AIFMs passporting into Norway on a branch basis are required to pay periodic fees on the regulated activities conducted in Norway, calculated by the FSAN in accordance with certain mechanisms decided by the Ministry of Finance based on the branch’s relative share of the FSAN’s activities.