AIFM passporting in Norway

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  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 non professional 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 non professional investors in its home State and that applicable Norwegian requirements for such marketing will be complied with, i.e. the preparation of a PRIIPs key information document and the conduct of a suitability test. AIFMs marketing AIFs to non professional investors in Norway must be a member of an independent, external complaints board.

Licensed 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. EuVECA funds can also be pre-marketed by so-called “sub-threshold” managers without a full license.

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.

Pre-marketing can be done both towards professional investors and non-professional investors, provided that the investment strategy or fund is meant to be marketed towards professional investors. Marketing can only be done towards non-professional investors after a separate application.

For 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.

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’.

• 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  and NOK 30,000, and annual fees are set at up to NOK 10,000 per fund. For 2024, the fee levels were as follows:Registration passporting under AIFMD (and UCITS): NOK 5,000
• Application for marketing of AIFs to retail investors: NOK 25,000
• Annual fees: NOK 7,000 per manager

Fees for 2025 has not been set as of publication.

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.