Approval of Articles of Association Amendments

Circular
Approval of
Articles of Association Amendments

CIRCULAR:
8/2016
DATE:
13.05.2016
THE CIRCULAR APPLIES TO:
Banks
Credit Institutions
Financing Companies
Insurance Companies
Pension Companies
Holding Companies in Financial Groups
Payment Institutions
E-money Institutions
Financial Foundations

FINANS TILSYNET
Postboks 1187 Sentrum
0107 Oslo

Approval of Articles of Association Amendments 2 | Finanstilsynet

Approval of Articles of Association Amendments Finanstilsynet | 3 The Financial Enterprises Act, which came into force on 1 January 2016, introduces new rules regarding the approval of amendments to the articles of association for financial enterprises and financial foundations. This circular concerns applications for amendments to the articles of association under the Financial Enterprises Act. This circular replaces Circular 8/2013.

Under the Financial Enterprises Act, a number of amendments no longer require approval from the Financial Supervisory Authority. Only amendments specified in Regulation on Approval of Amendments to Articles of Association in Financial Enterprises and Financial Foundations § 2 must be submitted to the Financial Supervisory Authority for approval.

Applications for approval of amendments to the articles of association under Section 7-10 of the Financial Enterprises Act must specify which rule in the Regulation on Approval of Amendments to Articles of Association in Financial Enterprises etc. the amendment is linked to.

When applying for amendments to the articles of association, a printout of the general meeting minutes/board minutes where the amendment was discussed and adopted must be attached. If it is not clear from the minutes which paragraphs of the articles of association are being amended and what the amendment consists of, this must be elaborated on in the application itself. It must be stated both what the old wording was and what the new wording is.

For amendments to the articles of association that require approval from the Financial Supervisory Authority, the approval from the Financial Supervisory Authority must be in place before the enterprise registers the new approved articles of association in the Brønnøysund Register Centre.

Enterprises do not need to attach a full set of old and new articles of association, as the Financial Supervisory Authority no longer stamps articles of association with an approval stamp.

FINANS TILSYNET
Postboks 1187 Sentrum
0107 Oslo
POST@FINANSTILSYNET.NO
WWW.FINANSTILSYNET.NO