Regulatory Alerts2016-05-13
Approval of Articles of Association Amendments
The Norwegian Financial Supervisory Authority issued this circular to implement new regulations under the Financial Enterprises Act effective January 1, 2016, which significantly narrow the scope of articles of association amendments requiring regulatory approval. The document mandates that applicants must explicitly cite the relevant regulation and provide detailed comparisons of old and new text, along with relevant meeting minutes, for any changes listed in the approval regulation. Furthermore, it establishes that regulatory approval must be secured before entities register their amended articles in the Brønnøysund Register Centre.
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