Norway International Update Q3 2025

Capital Markets

The Norwegian capital markets have shown signs of renewed activity. After a quiet start to the year, Q3 brough positive momentum with the recent listings of Sentia ASA and Dellia Group ASA, both met with good demand both in terms of over-subscription and solid first-day trading performance.

The quarter ended with a total of six IPOs on Euronext Oslo Børs and Euronext Growth, bringing the nine-month total to 13 listings, suggesting growing market confidence. Overall, IPO pipelines remain valuation-sensitive, favoring clear equity stories with predictable cash flows.

The timing of implementation of the EU Listing Act in Norway remains pending. The Ministry of Finance concluded its public consultation on 31 March this year, but there were no further announcements regarding the expected date of implementation. It is expected that the Listing Act will take effect in Norway during the course of 2026.

Outlook

Looking ahead to the final quarter of 2025, we anticipate continued activity in Norwegian M&A and capital markets. While there is still broader economic uncertainty and geopolitical developments, strong year-to-date performance and renewed capital market momentum proceed a constructive foundation for deal activity.

Key updates from Q3 and what to watch

Norwegian guidance on Country‑by‑Country Reporting (CbCR) updated

The Norwegian Tax Administration has clarified that received group contributions are not to be included in the “profit before tax” line in the CbCR for the 2024 income year. For calendar‑year groups, this applies to reports due by 31 December 2025.

Potential impact: by aligning the “profit before tax” figure more closely with economic performance, the clarification may help certain groups satisfy Pillar Two transitional safe harbour conditions, reducing the likelihood of full GloBE calculations in the short term.

Practical steps:

• Update CbCR templates and instructions to exclude received group contributions from the relevant line item.
• Reconcile CbCR data to statutory accounts and tax computations to ensure consistency.
• Check group‑wide positions: guidance and calculation practices can differ across jurisdictions; local filing rules prevail.

CJEU judgment: transfer pricing settlements can be subject to VAT

On 4 September 2025, the Court of Justice (Case C‑726/23, Arcomet Towercranes) held that annual transfer pricing settlements under a contract between a parent and its subsidiary—calculated as the portion of the subsidiary’s operating margin above a set threshold in line with OECD guidance—constitute consideration for identifiable intra‑group services and therefore fall within the scope of VAT (Article 2(1)(c) VAT Directive).

Decisive factors: a contractual relationship with reciprocal obligations; services conferring a specific advantage on the subsidiary; and a direct link between those services and the remuneration. Using an arm’s‑length, profit‑linked mechanism does not break that link where the mechanics are set in advance and the payment is neither voluntary nor uncertain. The case is distinguishable from passive shareholding with no managerial involvement.

Norway is not an EU member, and the judgment is not binding for Norwegian VAT purposes, but the reasoning is consistent with Norwegian VAT principles.

Practical steps for MNEs operating in Norway:

• Map all intra‑group “true‑up” or TP adjustment clauses and determine, per contract, whether any adjustments should be treated as remuneration for services (subject to VAT) or as price adjustments/discounts (reducing output VAT).
• Review invoicing procedures, time of supply, and exchange‑rate handling for year‑end settlements.
• Assess input VAT recovery, especially for entities with exempt activities or partial deduction; a net VAT cost may arise where input VAT is not fully deductible.
• Align TP and VAT policies, and ensure contractual wording reflects the intended VAT treatment; maintain documentation evidencing the nature of services and the link to consideration.

Outlook and immediate actions for Q4 2025

2026 National Budget:

• Expect negotiation‑driven changes following the 15 October presentation. Build scenarios for corporate income tax, withholding tax, wealth tax, and VAT parameters that could affect cash tax and compliance timelines.

Pillar Two readiness:

• Test transitional safe harbour eligibility and data availability; prepare for full GloBE computations where safe harbours do not apply.
• Confirm governance over data sources (CbCR, consolidated financials, local ledgers) and ensure audit trails.

VAT and transfer pricing:

• Implement a quarterly review of intra‑group settlements to avoid year‑end bottlenecks.
• Update finance system tax codes and approval workflows to capture any VAT on TP settlements correctly.
• Train relevant teams (tax, legal, accounting, shared services) on the revised treatments and documentation standards.

In the third quarter of 2025, we are once again seeing that geopolitical tensions continue to dominate headlines within the shipping segment. The escalation of the Houthi conflict in the Red Sea is still causing major disruptions to traditional trading routes, and new rounds of sanctions against Russia from the US, UK, and EU are continuing to try getting a grip on the ever-growing shadow fleet. Meanwhile, the ongoing trade war between the US and China is intensifying, with new US tariffs targeting Chinese-owned and -built vessels set to take effect from October 2025.

On the regulatory front, green initiatives continue to gather momentum. First out is the EU, where, for the very first time, shipping companies that have had vessels calling EU ports during the 2024 calendar year must surrender emission allowances equivalent to their vessels’ emissions by no later than 30 September 2025 under the EU ETS Regulations. Due to several regulatory issues, many players are struggling to meet their obligations by this deadline, and it will be interesting to follow the aftermath and to see whether EU is open to making certain changes to its regulations to make it easier for the industry to be compliant.

Additionally, there is heated debate around the IMO’s proposal for new regulations (the IMO Net-Zero Framework) published in April 2025, which has been met with significant criticism from some of the industry’s largest players, who argue that the targets are too aggressive and that major changes are required before the legislation is adopted. The IMO Net-Zero Framework is scheduled for adoption at the IMO’s next meeting in October 2025.

This third quarter has also seen several well-known shipping companies either disappear or announce their exit from the Oslo Stock Exchange. This includes Flex LNG Ltd., Avance Gas, and CoolCo which follows in the footsteps of Belships ASA, who delisted in April 2025. While the delisting reasons vary, a common theme appears to be that Norwegian and/or double stock exchange listings are no longer as attractive as it used to be due to increased regulatory requirements.

Despite various headwinds, certain shipping segments have continued to surge ahead in the third quarter, led by a red-hot tanker market with spot rates around USD 100,000 per day for the largest vessels (VLCCs). Many expect tanker rates to remain high, driven by historically low newbuilding volumes and stable or rising demand for modern tonnage. Most shipping segments have been highly profitable in recent years, with strong transaction activity across everything from offshore to car carriers. Although this quarter was somewhat quieter than previous ones, we expect transaction volumes – both in terms of M&A but also within traditional vessel sales and purchases and new building segments – to quickly pick up again, going into the next and final quarter of the year.

The EU Securitisation Regulation was finally transposed into Norwegian law in August 2025, which implies that we now have a legal framework for securitisation in Norway. As an introduction to what securitisation is, securitisation is a transaction where a portfolio of receivables is separated from the original lender and thereafter trenched into separate portfolios of securities. The EU Securitisation Regulation includes, among other things, requirements for due diligence, risk retention, and transparency for parties involved in securitisations, criteria for granting credit, rules for the sale of products to non-professional clients, a prohibition against re-securitisation, requirements for special purpose entities for securitisation, and conditions and procedures for securitisation registers. The regulation also establishes a specific framework for simple, transparent, and standardised securitisations (STS securitisations). The purpose of the regulation is to facilitate a common European market for securitisations and enable banks to free up capital that can be used to grant new loans.

There are two types of securitisations covered by the EU Securitisation Regulation. The first type is an actual sale of a receivables portfolio to a special purpose vehicle, resulting in the original lender removing the assets and liabilities of those receivables from its balance sheet. The SPV funds the acquisition of the receivables portfolio by issuing securities to one or more investors. The other type of securitisation is synthetic securitisation where the receivables portfolio itself is not transferred, but the risk associated with the portfolio is transferred to a third party. The transfer of receivables as part of a securitisation transaction is primarily used for funding purposes, while synthetic securitisation is used for capital management purposes. 

Securitisation has not been widely used in Norway in the past, and the previous securitisation framework in Norway was discontinued after the old Financial Institutions Act was replaced by the new one in 2016 (Nw: Finansforetaksloven). Wiersholm assisted on a majority of the securitisation transactions that were carried out under the previous regime. The EU Securitisation Regulation was resolved in 2017 and entered into force in the EU in 2019 but was not transposed into Norwegian law until August 2025. As such it remains to be seen whether it will become an important source of financing for the relevant market participants.

The Norwegian rules implement the EU regulation as is, but with a few additional requirements and adjustments: (i) The entity administering the receivables portfolio on behalf of the SPV must be a bank or another financing institution (Nw. Finansforetak), (ii) the borrowers must be informed of the transaction no later than three weeks before it is implemented (but no consent requirement), (iii) reporting obligations in accordance with the debt reporting act (Nw. Gjeldsinformasjonsloven) and (iv) complaints committee proceedings.  

Norwegian administrative practice on ownership assessments is in breach of EEA law

The EFTA Court, in judgment E-24/24, concluded that the Norwegian administrative practice that requires notification and approval of acquisitions at thresholds other than those stipulated in the CRD IV Directive and the Solvency II Directive is in breach of EEA law. Furthermore, it is contrary to EEA law to have a practice that restricts owners from holding more than 20-25 percent of the shares in banks or insurance companies, without an individual assessment of the owner’s suitability, but solely based on a presumption against ownership above certain levels. More information can be found in our newsletter at the following link: https://wiersholm.no/en/newsletters/norwegian-rules-on-ownership-assessment-for-financial-institutions-in-breach-of-eea-law/

Membership in the guarantee scheme for non-life insurance for insurance companies operating on a cross-border basis

The Ministry of Finance has presented a legislative proposal to amend the Financial Institutions Act, which entails that the guarantee scheme for non-life insurance will cover insurance claims in the event of bankruptcy of insurance companies operating cross-border business in Norway. As a result, insurance companies operating on a cross-border basis into Norway shall be members and pay contributions to the guarantee scheme, in addition to Norwegian insurers and Norwegian branches of EEA insurers.

Proposal for the implementation of the crowdfunding regulation

The Ministry of Finance has published its legislative proposal on the implementation of the Crowdfunding Regulation ((EU) 2020/1503) into Norwegian law. The Crowdfunding Regulation generally provides fully harmonized rules, and therefore the scope for national adjustments is limited. Nevertheless, the legislative proposal contains certain important clarifications, discussed in our newsletter (available at the following link, Norwegian only: Ny lov om folkefinansiering av næringsvirksomhet på trappene – Advokatfirmaet Wiersholm).  

IPO activity has reopened, but remains selective. Year-to-date, there have been two IPOs on the main market, Euronext Oslo Børs: Sentia ASA was listed on 13 June, followed by Dellia Group ASA on 29 September after a well-covered offering. Both transactions were met with strong demand—Sentia’s and Dellia’s bookbuilding processes were more than 14x and 10x oversubscribed, respectively—with solid first-day trading performances, signaling improving, but still cautious, risk appetite. Activity is also picking up on Euronext Growth Oslo, where Ace Digital AS was admitted to trading on 30 September. Overall, IPO pipelines remain valuation-sensitive, favoring clear equity stories with predictable cash flows.

Listing Act

The EU Listing Act has been in force in the EU since late 2024, marking a significant step towards simplifying and streamlining the rules for companies seeking to raise capital on public markets. In Norway, national implementation is still pending. The Ministry of Finance concluded its public consultation on 31 March this year, but there have been no further announcements regarding the expected date of implementation. It is anticipated that the Listing Act will take effect in Norway during the course of 2026. Market participants continue to monitor developments closely, as the new framework is expected to bring greater flexibility and reduce compliance burdens for listed companies going forward.

1.1 European Commission plans to postpone EUDR for a second year amid IT concerns

The EU Deforestation Regulation (EUDR) may face another one-year delay. The EUDR was initially scheduled to apply from December 2024 but was later postponed to the end of 2025. The regulation is now likely to be postponed to December 2026, according to a letter from the EU Environment Commissioner Jessika Roswall to the European Parliament and the Council.

The EUDR is considered a cornerstone of the EU Green Deal, designed to curb deforestation and forest degradation caused by global supply chains. The regulation requires that raw materials and products traded within the EU or exported from the EU, have not contributed to deforestation or forest degradation after 2020, and that they are legally produced. This must be documented through a due diligence statement. The set of rules applies to the commodities soy, beef, palm oil, wood, cocoa, rubber and coffee, as well as some of their derived products, such as chocolate or leather.  

On 23 September 2025, the EU Environment Commissioner announced that the European Commission is considering delaying the entry into application of the EUDR until December 2026, pushing back its start date for the second year in a row. The Commission has cited technical concerns with the IT system responsible for managing compliance data as the reason for the proposed postponement. As no formal legislative proposal has been submitted, the existing application dates remain 30 December 2025 for large in-scope companies and 30 June 2026 for small and micro enterprises.

The Norwegian Government has recently decided that Norway will incorporate the regulation into the EEA Agreement, but will exclude agricultural products such as beef and soya, as well as exports to countries outside the EEA, as this falls outside the scope of the EEA Agreement. A proposal for the national implementation of the EUDR was submitted for public consultation, with a consultation deadline of 30 September 2025. At the same time, the Norwegian Government has announced that they explore how the objectives of the EU regulation best can be achieved through national rules for the parts not covered by the EEA Agreement.

1.2 EFRAG publishes Exposure Drafts of simplified European Sustainability Reporting Standards

On 31 July 2025, theEuropean Financial Reporting Advisory Group (EFRAG) published revised and simplified Exposure Drafts of the European Sustainability Reporting Standards (ESRS) under the CSRD, launching a public consultation to gather feedback from stakeholders across the EU’s corporate reporting ecosystem. These updates are a direct response to the European Commission’s Omnibus initiative and its formal request in March 2025 for critical simplifications to the ESRS adopted in 2023. The overarching goal is to make sustainability reporting under the Corporate Sustainability Reporting Directive (CSRD) more manageable for companies, while maintaining high standards of relevance and alignment with the ambitions of the European Green Deal.

The new drafts mark a significant reduction in complexity. EFRAG based its revisions on extensive feedback from both companies already reporting under the CSRD and those preparing to comply, drawing on over 800 survey responses and numerous stakeholder consultations. The most significant changes are:

• The number of data points has been reduced by 57%
• The length of the standards has been reduced by 55%
• The double materiality assessment has been simplified
• Overlapping reporting requirements have been reduced
• Language has been clarified
• The structure has been improved
• Voluntary disclosure points have been eliminated

The public consultation period closed on 29 September 2025. Stakeholders, including preparers, auditors, investors and national authorities, were encouraged to review the revised drafts and submit their comments. The Norwegian Ministry of Finance also encouraged Norwegian stakeholders to provide input. To support inclusive dialogue and robust feedback, EFRAG is organizing outreach events throughout September and October, with final technical advice due to be delivered to the European Commission by 30 November 2025.

1.3 The Norwegian Government shares insights from its evaluation of the Transparency Act with the EU

As the EU moves to streamline its sustainability framework, including proposed adjustments to the Corporate Sustainability Due Diligence Directive (CSDDD), the Norwegian Government submitted a non-paper to the European Commission to share insights from its recent evaluation of the Norwegian Transparency Act. The regulations share several key similarities.

The Norwegian Transparency Act is a relatively new law that came into effect on 1 July 2022. The purpose of the Act is to promote businesses’ respect for fundamental human rights and decent working conditions, and to ensure the general public access to information. The Act imposes obligations on businesses, including a duty to provide information and to carry out due diligence assessments that must be disclosed in a report on the consecutive year no later than 30 June of each year.

According to the paper, the Norwegian Government highlights that the CSDDD must continue to align with the UNGP and the OECD guidelines, and that it is important to avoid creating a new regime parallel to these international standards. Moreover, the Norwegian Government emphasizes the importance of maintaining the principle of risk-based, proportionate, and ongoing due diligence assessments. These principles are at the core of the OECD Guidelines and the UNGP and are also key elements explicitly mentioned in the Norwegian Transparency Act.

The paper also provides an analysis of a report on Norwegian enterprises’ experiences with the Transparency Act so far, which formed part of the evaluation’s knowledge base. The report shows that the obligation to carry out due diligence assessments has already led to concrete improvements in several companies’ supply chains, as well as improved supply chain knowledge through the identification of significant risks. However, the report also highlights challenges in complying with the Transparency Act, including increased administrative burdens from paperwork and reporting, difficulties maintaining transparency when collaborating on improvements with suppliers, different interpretations and practices regarding the due‑diligence obligation, and a need for guidance from the authorities regarding this duty.

1.4 Norway lowers price cap on Russian oil

On 5 September 2025, Norway decided to lower the price cap on Russian oil as part of the new sanctions imposed by the European Union against Russia. The price cap was reduced from 60 to 47.6 dollars per barrel, which took effect on 3 September 2025.

In the press release, the Norwegian Foreign Minister stated that reducing Russia’s income from oil exports and increasing the pressure on the Russian economy makes it harder for the Russian authorities to continue their illegal warfare in Ukraine.

Norway has adopted all EU sanction packages against Russia, with only a few exceptions and national adjustments. The sanctions are implemented in the Norwegian Regulations of 15 August 2014 No. 1076 relating to restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty, independence and stability of Ukraine.