AIFMD

Norway implemented the EU Alternative Investment Fund Managers Directive (AIFMD) into its national legislation through the Norwegian Act on the Management of Alternative Investment Funds (the “AIFM Act”). The AIFM Act applies to alternative investment fund (AIF) managers (AIFMs).

By definition, AIFs are collective investment undertakings that are not undertakings for collective investment in transferable securities (UCITS), and which raise capital from a number of investors with a view to investing that capital for the benefit of those investors, in accordance with a defined investment policy.

The majority of the AIFM Act’s provisions apply only to AIFMs. However, the obligations imposed on AIFMs indirectly extend to the activities of the AIFs they manage.

Internal or external management

The AIFM Act permits AIFs to be managed either internally, through a corporate body (ie, the board of directors for limited companies), or externally, where the AIF appoints an external AIFM to be its manager.

Licensing and registration exemption

All AIFMs are required to obtain a licence, subjecting them to comprehensive supervision under the AIFM Act by the Financial Supervisory Authority of Norway (FSAN). Exceptions exist for “sub-threshold AIFMs”, which can register with the FSAN and comply mainly with the anti-money laundering regime and certain disclosure obligations.

To qualify as a sub-threshold AIFM, the AIFM cannot manage AIFs with aggregated assets under management equal to or exceeding an amount in NOK equivalent to:

• EUR500 million, when the portfolios comprise unleveraged AIFs with no redemption rights exercisable for investors during a five-year period following the initial investment; or
• EUR100 million, for AIFs other than those mentioned above.

These sub-threshold AIFMs do not enjoy passporting rights in the European Economic Area (EEA) and cannot market to retail (non-professional) investors in Norway, meaning that sub-threshold AIFMs may only market AIFs to professional investors in Norway or to investors outside of Norway subject to local law, unless they are authorised under the European venture capital funds (“EuVECA”) regime. In addition, sub-threshold Norwegian AIFMs may generally only manage Norwegian funds.

Supervision

The FSAN is responsible for supervising both licensed and registered AIFMs operating in Norway.

Growth and Trends

Despite its modest size on the global stage, Norway’s asset management market has experienced consistent growth in recent years, including an uptick in assets under management and the emergence of new asset management firms and funds.

As of the end of 2025, assets under management (AUM) for Norwegian AIFMs reached NOK396.3 billion, representing an increase of approximately NOK40 billion from the end of 2024 (approximately 10% increase over the previous year), according to the FSAN’s annual report for 2025. The establishment of new funds and increased investments in existing funds contributed roughly equally to the increase. The number of AIFMs reporting to the FSAN increased to 241, up by 16 management firms.

There is a trend towards establishing more Norwegian fund structures, with figures showing an increase of 36 Norwegian AIFs from 2024 to 2025. Where Norwegian managers establish their funds outside Norway, Luxembourg and, increasingly, Ireland are the preferred EEA jurisdictions, while the use of jurisdictions such as Jersey and Guernsey has declined over the past years. There has also been growth in the number of service providers in areas ranging from fund administration and depositary services to compliance and risk management.

Given the steadily increasing number of AIFs and the growth in AUM, Norway continues to be a compelling jurisdiction for alternative funds, managers and investors.

ESG

ESG considerations continued to play an important part in several aspects of alternative asset management in 2025. At the same time, however, there are signs that investor demand for the most sustainability-committed products has softened.

The FSAN requires specific documents to approve the marketing of AIFs to investors in accordance with the AIFM Act. Part of this marketing is to provide information in relation to the EU Sustainable Finance Disclosure Regulation (SFDR). For example, SFDR Article 7 requires AIFMs to provide investors with information about whether the fund will take principal adverse impacts (PAIs) on sustainability factors into consideration. If not, the AIFM must give a clear and reasoned explanation as to why it does not take PAIs into consideration.

On a fund level, reporting on PAI mandates the collection of data from portfolio investments.

As relevant data has become more widely available, regulators have tightened their scrutiny of AIFMs, citing “missing data” as their sole reason for not assessing PAIs.

Beneficial Owners

In recent years, the importance of adequate access to information regarding beneficial owners has been emphasised, both internationally and in Norway. The Register on Beneficial Owners Act was implemented in two stages: initial provisions took effect in 2021, and the full regime became operational on 1 October 2024, with a transitional period for registration until 31 July 2025.

Most Norwegian companies and legal entities, including AIFs and AIFMs, have now filed their beneficial ownership information, while non-compliant entities face compulsory fines.

The Norwegian AIF landscape is varied, with private equity and venture capital funds, fund of funds, shipping and offshore-related funds, and real estate funds standing out as the predominant alternative fund types. Hedge funds also maintain a notable presence. Family offices in Norway have become more common, managing substantial assets and frequently diversifying into alternative investments, reflecting a global trend.

Evergreen and hybrid fund structures, which offer periodic liquidity rather than a fixed closed-end lifespan, are a growing feature of the global alternative funds industry. Their prevalence in Norway varies by strategy. Open-end, evergreen structures are well established among hedge funds and similar liquid-strategy vehicles, which typically operate with ongoing subscriptions and redemptions. In other asset classes, such as private equity and real estate, AIFs are still mostly structured as traditional closed-end vehicles, reflecting the predominantly professional/institutional investor base and constraints on redemption mechanics under Norwegian corporate law.

Hybrid features appear, however, to be becoming more prevalent. In particular, the growth of the secondary market, and of GP-led transactions, has expanded the scope for continuation vehicles, which extend holding periods for selected assets while offering investors a liquidity option. True evergreen retail-facing vehicles are yet to gain traction, partly due to the restrictive Norwegian marketing regime for non-professional investors (see 4.4 Rules Concerning Marketing of Alternative Funds).

The regulatory framework governing fund vehicles in Norway primarily falls into two main categories: UCITS and AIFs, each with its own distinct set of regulations and compliance obligations.

UCITS are generally less suited to alternative investment strategies due to regulatory constraints, such as bi-monthly redemption requirements and limitations on investment types. By contrast, AIFs offer greater flexibility, making them the preferred choice for implementing alternative investment strategies.

Domestic AIFs are typically established as limited partnerships (indre selskap) or private limited companies (aksjeselskap). Norwegian limited company structures share many similarities with the limited company funds seen in the largest fund jurisdictions, although without the same flexibility in terms of variable capital. For liquid, open-end strategies, funds may alternatively be established as a special fund (spesialfond), a national fund type regulated under the Securities Funds Act.

It is also common for Norwegian investment teams to establish their funds in Luxembourg and, increasingly, Ireland, while the use of jurisdictions such as Jersey and Guernsey has declined in recent years.

It should be mentioned that the AIFM Act does not apply any restrictions on the legal structure that a fund may adopt. AIFMs may, however, only be organised as a limited company.

As a party to the EEA Agreement, Norway is bound by EU legislation relevant to the single market, including financial regulatory and asset management legislation such as the AIFMD. The principal regulatory framework in Norway is the AIFM Act, which integrates the provisions of the AIFMD.

Where a regulated type of fund product is not chosen, the AIFM Act does not regulate AIFs on a product level. Accordingly, there are no general product restrictions for AIFs. However, there may be other regulatory restrictions that limit a fund’s investment strategies in Norway, such as the credit monopoly (as further detailed in 2.5 Private Credit).

The AIFM’s Regulatory Status and Fund Structure

The regulatory landscape primarily depends on the AIFM’s regulatory status and the selected fund structure.

Sub-threshold managers

Norway has implemented the AIFMD thresholds, allowing for light-touch regulation of managers of smaller funds that are not mutual funds (in simple terms, closed-end funds with less than EUR500 million and open-end funds with less than EUR100 million).

Managers in this category are exempt from FSAN authorisation and are subject to a simplified registration process. They are also not subject to full compliance with the AIFM Act, unless they have opted in to the authorisation regime. Notably, these managers cannot market AIFs in other EEA states under the pan-European marketing passport, nor can they market to retail investors in Norway. They may, however, elect to opt in to the authorisation regime, thereby accessing the same rights and obligations as authorised managers.

Fully licensed managers

These managers are subject to the rights and responsibilities under both the AIFMD and the AIFM Act. These include benefiting from the EU passporting regime, as well as marketing to retail investors subject to further specific authorisation from the FSAN. For unregulated AIFs, both Norwegian and EEA licensed AIFMs must seek additional approval from the FSAN before marketing to retail investors in Norway.

Regulated fund types

Norway identifies seven key regulated funds: UCITS, national funds, special funds, EuVECAs, EuSEFs (European social entrepreneurship funds), ELTIFs (European long-term investment funds) and money market funds (MMFs).

• UCITS: Largely mirroring the UCITS Directive, these funds cater to both professional and retail investors.
• National funds: Alternative securities funds diverging from standard UCITS guidelines, especially concerning investment and diversification.
• Special funds: A national funds subset, having more latitude concerning investment strategies and redemptions, albeit with marketing rules for non-professional investors. Post the implementation of the AIFMD in Norway, these are less prevalent than unregulated AIF structures due to their comparative inflexibility.
• EuVECAs, EuSEFs and ELTIFs: Norway has incorporated the three EU regulations governing these AIF sub-categories. For these regulated funds, at least 70% of their capital should be channelled into designated qualifying assets, in line with each fund’s objective. This stipulation stands in contrast to “unregulated” AIFs, which do not have such binding investment limits.
• MMFs: Norway has incorporated the EU regulation governing money market funds established, managed or marketed in the EEA, including such funds taking the form of UCITS or AIFs.

AIFMs are subject to several disclosure and reporting requirements, which introduce transparency requirements, such as requirements regarding pre-contractual information, annual reports and reporting obligations.

Fully licensed managers are subject to statutory disclosure requirements to both investors and competent authorities, including with respect to pre-investment disclosures and ongoing disclosures. The AIFM Act imposes certain requirements with respect to ongoing reporting to investors, and requires periodic reporting to the competent authorities.

While there is a legislative backbone for disclosures, market factors also dictate the nature and extent of these communications. Institutional entities, especially insurers and pension funds, frequently demand more rigorous ESG and financial disclosures, surpassing mere legal prerequisites.

SFDR and Taxonomy Regulation

In addition, all managers marketing funds in Norway, irrespective of their licensing status, are subject to the rules implementing the SFDR and the Taxonomy Regulation, which came into force on 1 January 2023. While these rules do not impose specific investment constraints as such, the industry’s evolving preference for ESG and sustainability-driven products suggests managers will embed ESG more comprehensively in their investment and risk management processes, in addition to the specific reporting requirements under the SFDR.

The EU’s “Omnibus I” package, simplifying sustainability reporting under the CSRD, CSDDD, EU Taxonomy and Accounting Directive, entered into force on 18 March 2026, with member states required to transpose the CSRD changes by 19 March 2027. In Norway, only the “Stop-the-Clock” Directive has been implemented, delaying sustainability reporting for certain companies by two years (to fiscal years 2027 or 2028, depending on company size/type).

Securities Financing Transactions Regulation (SFTR)

Additionally, the Securities Financing Transactions Regulation (SFTR) came into force in Norway on 1 August 2024. Mandatory SFTR transaction reporting for Norwegian AIFMs commenced on 1 November 2025.

Norwegian alternative fund structures are generally taxed under the ordinary Norwegian corporate income tax regime. There are some specific tax rules relating to special funds and national funds that are not discussed further in this report.

AIF – Limited Company

AIFs established as limited companies (corporate funds) in Norway are ordinarily subject to 22% tax on net income. However, they are largely tax exempt on dividends and gains from qualifying share investments (including shares in companies established in the EU/EEA and some types of investments outside the EU/EEA, subject to certain limitations). This is due to the Norwegian participation exemption (fritaksmetoden).

Dividend distributions from corporate funds to foreign investors are subject to up to 25% withholding tax, but EU/EEA-based corporate investors are largely exempt, and tax treaties may provide relief. Additionally, repayment of paid-in capital may be distributed tax-free before taxable dividends.

AIF – Limited Partnership

AIFs established as limited partnerships in Norway are tax transparent for Norwegian tax purposes. They therefore trigger Norwegian tax and reporting obligations for the limited partners (investors), which is why they are not the preferred choice of foreign investors. However, investors will be largely tax exempt on the underlying dividends and gains from qualifying share investment (they benefit from the Norwegian participation exemption through the partnership).

There is typically no Norwegian withholding tax on distributions to or from Norwegian limited partnerships, which often makes this type of AIF more tax effective than limited company structures.

Norwegian legislation has strict rules on which entities may originate loans, and the regulatory regime is often referred to as a credit monopoly. While the upcoming implementation of the AIFMD II will introduce a broad range of new opportunities for loan origination activities by, among other things, allowing direct lending funds access to Norwegian markets (as further detailed under “Future exemptions” in this section), existing Norwegian legislation still imposes strict limitations regarding which entities may undertake loan-originating activities.

As a starting point, lending and other forms of financing by extension of credit, as well as the intermediation and facilitation of such activities, are defined as “financing activities” under Norwegian law and can only be carried out by institutions duly licensed in Norway or EEA-based credit or financial institutions that have the benefit of EEA “passporting rights”, unless an exemption applies.

Financing activities cover both the provision of credit in the primary market (loan origination) and the acquisition of loans in the secondary market. On the other hand, investments in bonds (whether on the primary or secondary market) are generally held not to constitute financing activities. Similarly, operational leasing, as opposed to financial leasing, and investments channelled through structured equity also do not generally qualify as licensable financing activities.

Notwithstanding the Norwegian implementation of AIFMD II, funds cannot invest in consumer credit loans, and Norwegian AIFs cannot themselves originate consumer loans. Certain Norwegian investors can, however, gain indirect exposure to consumer receivables through the acquisition of non-performing loan portfolios by licensed finance companies.

On 1 August 2025, the Norwegian licensing regime was further amended to accommodate the provision of credit through securitisation structures, implementing the EU Securitisation Regulation, which is expected to facilitate the provision of credit to Norwegian borrowers through structures falling within the scope of that regulation.

Beyond these specific gateways, other AIFs (outside the ELTIF, EuVECA and EuSEF regimes) cannot originate or invest directly in loan portfolios without either falling within one of the exemptions described below (notably reverse solicitation or the intra-group financing exemption) or awaiting the AIFMD II loan-origination regime set out under “Future exemptions” (below).

General Exemptions to Financing Activities

Additionally, there are certain general exemptions to what constitutes a financing activity.

Exemptions for regulated fund structures

Although there is no general exemption under the AIFM Act for unregulated AIFs, certain regulated fund structures, notably EuSEFs, EuVECAs and ELTIFs, have the benefit of originating loans to eligible borrowers under each regime. This represents an exemption from the credit monopoly referred to above. The exemption only applies if the funds are able to comply with the investment conditions as imposed by the regulations.

Future exemptions

AIFMD II introduces a new regulatory framework for credit funds, which will enable further AIFs to offer financing activities in Norway. Among the most significant changes in the revised directive is the introduction of so-called “loan-originating AIFs”, broadly encompassing AIFs that originate loans as their main activity. New requirements will apply to AIFMs that manage loan-originating AIFs. Moreover, new rules will also apply to AIFMs that manage any AIF that “originates a loan”, even if loan origination is not the AIF’s main activity.

AIFMD II was adopted on 15 April 2024, with member states required to transpose the directive by 16 April 2026. On 8 October 2025, the Ministry of Finance sent the FSAN’s proposal for Norwegian implementation of AIFMD II for public consultation, with the consultation deadline expiring on 9 January 2026. Notably, the FSAN has proposed that Norway should exercise the national discretion under AIFMD II to prohibit loan origination and credit services to consumers by AIFs. The implementation timeline in Norway still remains uncertain.

Other relevant exemptions

There are other general exemptions that funds and entities might avail themselves of, where the most relevant exemptions in most cases are:

• conducting financing activities on an isolated or one-off basis (where financing is not otherwise part of the financier’s business model);
• lending by way of investing in bonds (financial instruments); and
• conducting financing activities for companies where the lender holds 20% or more of the shares or votes.

The latter exemption is, for example, commonly used for private equity funds (or underlying companies in the fund structure) to grant loans to their portfolio companies. Lastly, there is an exemption for reverse solicitation scenarios, often referred to as the “client’s first-approach exemption”, which is currently not expressly articulated in Norwegian legislation. Instead, it emerges from an interpretation of what constitutes financing activities within Norway’s jurisdiction. In essence, it allows foreign lenders to involve additional lenders in syndicated financing activities initiated by the borrower, their intermediaries, or under other specific conditions.

There are no general limitations on an AIF’s investment strategy, and the AIFM Act generally does not restrict the assets in which an AIF may invest.

However, there are certain other regulatory limitations and considerations that should be taken into account when investing in non-traditional assets. While Norwegian regulations generally provide flexibility in terms of investment strategies for AIFs, these assets still pose unique challenges associated with the custody of such assets. As a result, the current possibilities for direct investments in compliance with depositary requirements may be limited.

Digital Assets

There are currently no regulations prohibiting AIFs from investing in digital assets such as cryptocurrency and NFTs. However, given their volatile nature, the FSAN has previously issued cautionary statements regarding such investments, particularly with respect to price volatility and custody challenges.

Internationally, investing in digital assets has become increasingly popular, and the EU therefore introduced the Markets in Crypto-Assets Regulation (MiCA), which came into force in 2024. MiCA is implemented in Norway through the new Crypto-Assets Act, which has applied since 1 July 2025. This framework requires issuers and service providers to be authorised and comply with rules on capital, organisation, white papers, investor protection, and custody. 

Litigation Funding

Financing lawsuits may be interpreted as a licensable financial activity in Norway, requiring licences or exemptions. In its decision HR-2023-1034-A of 5 June 2023, the Norwegian Supreme Court held that funders of opt-out class actions cannot derive a return through deductions from the compensation awarded to class members. This makes it difficult for funders to collect the agreed returns via the class representative, meaning that although litigation funding itself is permitted, Norway’s procedural framework restricts its use in this context.

Cannabis-Related Investments

Although Norway maintains a stringent stance on cannabis consumption and marketing within its territories, this does not outright prevent funds from investing in cannabis production and development enterprises. However, it is imperative that such portfolio companies operate within the legal boundaries of their respective jurisdictions, ensuring that all associated activities remain compliant.

The use of subsidiaries for investment purposes is prevalent in private equity and real estate funds, among others.

From a regulatory perspective, the use of subsidiaries might be significant. For many funds, leverage should ideally be applied at subsidiary level rather than at fund level due to mandate restrictions or the calculation of AUM for sub-threshold AIFMs.

From a practical perspective, it is often more efficient to structure financing (and pledging/securities) by using subsidiary structures/holding structures. Additionally, the use of subsidiaries may provide an additional level of segregation or limitation to liability (depending on the underlying asset). If holding physical assets or assets providing interest income, it may be practical to hold such assets indirectly through subsidiaries (in contrast to the fund having direct ownership).

It is also quite common for funds to establish local holding structures for the purpose of acquiring target companies. This enables the manager to take up debt financing in the local structure and offset the interest charges against taxable income in the target (through group contributions, provided the various criteria and limitations for doing so are met). A multi-layered structure could also allow distributions to be made prior to an exit without withholding taxes, by liquidating one or more of the intermediate holding companies enjoying the withholding tax-free status that liquidation proceeds currently have (although this may change in the future and could be challenged under Norwegian anti-tax avoidance rules).

Additionally, the use of subsidiaries is instrumental in implementing investment platforms designed for add-ons, thereby enhancing operational flexibility. This is particularly relevant for private equity funds aiming to acquire multiple companies within the same sector and consolidate them under a single operational umbrella.

Co-investment is common in the Norwegian private equity market, typically implemented through dedicated single-asset, special-purpose vehicles (SPVs) established alongside the main fund at the time of a given transaction. Investors in the main fund are frequently offered the opportunity to co-invest directly in specific portfolio companies, either through the fund’s acquisition vehicle or a parallel structure.

Managers of Norwegian AIFs

The AIFM Act in Norway does not stipulate the necessity of having a local AIFM for a local fund. Norway, being a part of the EEA, adheres to the European passport regime established by the AIFMD, which allows authorised AIFMs from EU/EEA member states to operate seamlessly across borders.

In order to act as the AIFM of a Norwegian AIF, a manager must either be a Norwegian-based AIFM registered with or authorised by the FSAN, or an EU/EEA-based AIFM authorised and regulated by its local regulator, having exercised its right to manage AIFs on a cross-border basis in Norway in line with the AIFMD.

Delegation of Portfolio Management

In addition to the above, Norwegian AIFMs can delegate the portfolio management of AIFs, as long as the delegate is appropriately authorised to perform portfolio management services. In this way:

• appropriately authorised portfolio managers, based in Norway or an EEA state, may act as investment managers to Norwegian AIFs; and
• appropriately authorised third-country entities may also act as delegates, provided that a co-operation agreement exists between the FSAN and the relevant local regulator.

A number of Norwegian AIFs are established as private limited companies, governed by the Norwegian Private Limited Liability Companies Act. Although there are few strict substance requirements, it is stipulated that for a private limited company, the board should comprise directors from the EU/EEA, Switzerland and/or the UK. Additionally, the company must be registered at a Norwegian address.

Depositary

In accordance with the AIFMD, the AIFM Act stipulates that the depositary of an AIF must be:

• an EEA-licensed credit institution; or
• an EEA-licensed investment firm, with prudent authorisation and adequate financial reserves as further specified; or
• for an AIF established in another EEA member state, an institution that is eligible to be a depositary for UCITS in the AIF’s home state.

For EEA-based AIFs, the depositary must be located in the AIF’s home state. For AIFs established outside the EEA, the depositary can be in either the AIF’s or the AIFM’s home state.

In addition, the Norwegian AIFM Regulations stipulate that for certain closed-end AIFs, the FSAN may permit the appointment of entities (other than credit institutions and investment firms) to carry out depositary functions under a lighter regime, subject to specific authorisation of the depositary.

Administrators

An AIFM may undertake administrative functions, falling within the remit of its AIF management operations. However, a wide range of these administrative responsibilities may be delegated to entities that do not need a licence or local representation in Norway to carry out these functions.

Other Service Providers

The AIFM legislation does not delineate explicit criteria for miscellaneous service providers. Nonetheless, regulatory parameters might influence their operations.

For instance, to extend investment services to the AIFM or AIF, entities need to obtain a licence per the stipulations of the laws implementing the Markets in Financial Instruments Directive II (MiFID II) in Norway.

Under the Norwegian AML Act, the AIFMs themselves are subject to requirements related to customer due diligence (CDD) measures, and the investors in the funds under management by the AIFM are considered customers of the AIFM for the purposes of the AML Act. The money-laundering reporting officer should also be an integral part of the managerial team.

Service providers affiliated with the fund might also come under the purview of AML regulations. This could arise from their involvement in traditionally regulated services like accounting or depositary functions, or their explicit regulation by the AML Act itself. A case in point is trust or company service providers (TCSPs), which encompass entities delivering services related to the incorporation, governance and day-to-day operations of legal structures.

Going forward, several European initiatives will have an impact on Norwegian fund regulations. Notably, amendments to the AIFM Act implementing the revised ELTIF Regulation (Regulation (EU) 2023/606, “ELTIF 2.0”) entered into force on 1 April 2026. ELTIF 2.0 broadens the scope of eligible investment assets, relaxes portfolio diversification requirements, eases access for non-professional investors, and expands the scope for loan origination by ELTIFs.

In the longer term, changes to the AIFMD and the UCITS Directive were enacted earlier in 2024 – referred to as AIFMD II – and have applied in the EU from April 2026. The amendments concerning the proposed increased flexibility on loan originations, without imposing stringent investment restrictions, could significantly influence Norway’s investment landscape, considering the prevailing credit monopoly as described in 2.5 Private Credit.

Other initiatives promoting European supervisory convergence, especially in the realms of sustainable finance and AML measures, are set to leave their imprint on Norway’s regulatory framework. Notably, the EU’s revised AML package – the single rulebook (Regulation (EU) 2024/1624), the Sixth Anti-Money Laundering Directive and the AMLA Regulation – will also apply in the EU from July 2027. A working group report covering future Norwegian implementation has been sent for consultation, and the Norwegian authorities aim for entry into force in July 2027, though it is pertinent to note that Norway, not being an EU member, must first await incorporation of EEA-relevant legislation into the EEA Agreement and subsequently enact it into national law. This process often causes significant delays in adopting EU regulations in Norway and, given the current backlog, predicting the timeline for implementation is challenging.

The majority of promoters or sponsors of alternative funds in Norway typically originate from within Norway itself. However, there are no legal requirements with respect to the origin of sponsors.

Nevertheless, it is also a widespread practice to manage funds on a cross-border basis, extending to other jurisdictions within the EEA. In circumstances where sponsors have funds located outside Norway, the Norwegian entity may either assume the role of the AIFM, directly managing the fund, or it may offer investment services and marketing under MiFID rules, with a distinct local entity serving as the AIFM, as further described under 2.8 Local/Presence Requirements for Funds.

Furthermore, the industry does include several sponsors whose funds are located outside both Norway and the EEA, such as in the Cayman Islands. In such scenarios, a common structure is to have the manager, typically the general partner, established in a jurisdiction outside the EEA, with the Norwegian entity providing advisory services to the general partner.

Norwegian funds are normally managed by an external AIFM incorporated as a Norwegian private limited company, which is either registered or authorised. Some funds are internally managed (by their board of directors), but this is less common for larger funds or managers that sponsor a series of funds. For above-threshold AIFMs, the AIFM in Norway is structured as a private limited company or a public limited company that has its registered business office and head office in Norway.

Overview

In Norway, the AIFM Act implements the AIFMD, regulating the management and marketing of AIFs, as further detailed in 2.2 Regulatory Regime for Funds. Since the pre-marketing rules under the amended AIFMD came into force in Norway on 1 October 2024, pre-marketing has become a regulated activity. A significant proportion of AIFMs in Norway manage assets that remain beneath the stipulated threshold values necessitating authorisation, which are EUR100 million or EUR500 million, depending on the specific fund terms. Several managers do however opt in for authorisation, due to their cross-border activities or marketing, or to enable them to market units in funds to non-professional investors. AIFMs are subject to several disclosure and reporting requirements, as set out and further described under 2.2 Regulatory Regime for Funds. Whether the disclosures have to be made publicly available depends on the circumstances. Certain disclosures, including pre-contractual disclosures required under the SFDR, must be made publicly available.

Fiduciary Duty

Managers have a legal regulated fiduciary duty to the fund, the investors and the market. The scope of fiduciary duties that an AIFM owes to fund investors is different for authorised AIFMs and for registered AIFMs.

Authorised AIFMs are subject to overarching business conduct rules, as further specified in the AIFM Act and related regulations. Even though sub-threshold AIFMs are not subject to these rules, they must comply with contractual obligations towards fund investors, as well as general marketing and contract law.

The application of business conduct rules is referred to as a “legal standard”. What constitutes “acting in an orderly manner” and “fair treatment of investors” will certainly evolve over time.

Managers who are guilty of severe or repeated violations of the way they apply business conduct rules (by way of intent or negligence) are exposed to penalties such as fines and imprisonment. This proves the significance of business conduct rules, and illustrates the actions that supervisors and authorities can take in cases of non-compliance.

Norwegian AIFMs are generally subject to the ordinary corporate income tax regime, but they are taxed at the increased financial activities tax rate of 25% and are additionally subject to a 5% increase in social security contributions payable on the salaries of their employees. This higher tax rate compensates for the fact that their management services are generally VAT exempt.

There are no relevant sector-specific exemptions or carve-outs, but the foreign fund structures involving Norwegian AIFMs or advisers are generally structured in a way that should limit the risk for a Norwegian permanent establishment for the fund.

Depending on the circumstances of the particular fund and manager, carried interest is often treated as share income or gain for Norwegian tax purposes, which is largely tax-exempt under the Norwegian participation exemption. In some structures and cases, the carried interest qualifies as the business income of the manager, which is subject to a tax rate of 22–25%.

AIFMs have the flexibility to delegate certain functions and operations to third-party entities. When such delegation encompasses functions traditionally under the purview of the AIFM, as delineated in AIFMD Annex I, it is mandatory for authorised AIFMs to notify the FSAN.

While delegation arrangements can increase efficiencies and ensure access to external expertise, particularly given the global nature of the investment fund industry, their extensive use may also create operational and supervisory risks, predominantly in relation to empty shells and letterbox companies. Additionally, the extent and manner of outsourcing must not compromise prudence or obstruct the FSAN’s ability to conduct adequate supervision over the third party executing the functions/operations.

Norwegian AIFs may be managed by either a Norwegian-based AIFM (licensed by or registered with) the FSAN or an EEA AIFM exercising its AIFMD passporting rights. Additionally, the AIFM can outsource portfolio management to an investment manager abroad, as further described under 2.8 Local/Presence Requirements for Funds. As such, Norwegian AIFs may be managed without a local presence.

However, Norwegian AIFMs must maintain sufficient financial, technical and human resources in line with the nature of their business, investment services and the complexity of their activities. Administrative practice typically requires that, to ensure the continuity of its resources, the AIFM must have:

• at least two conducting officers, one of them representing the portfolio management function and one of them the risk management function; and
• generally, at least three people present on a close to full-time basis, including at least two full-time managers.

In Norway, AIFMs are subject to specific notification requirements in the context of mergers, sales, restructurings, or similar transactions. Below is a non-exhaustive list of the most relevant requirements for alternative funds.

Acquisition of Control

If an AIF acquires or disposes of voting shares in a non-listed company so that its ownership stake reaches, exceeds or falls below specific thresholds – namely 10%, 20%, 30%, 50% or 75% – the AIFM must notify the FSAN as soon as possible, but no later than ten business days after the event.

In cases where an AIF gains control, individually or jointly, over a non-listed company (except for entities solely investing in real estate and small or medium-sized enterprises) or a listed company, additional notification and disclosure obligations arise. The AIFM is then required to notify not only the FSAN but also the target company and its shareholders.

AIFMs are subject to asset-stripping regulations under the AIFMD and the Norwegian AIFM Act. These provisions impose limitations on certain financial activities by EU-incorporated portfolio companies for the first 24 months following the acquisition of control by an AIF. Specifically, limitations apply to distributions, capital reductions, share redemptions, and the acquisition of own shares.

Merger Control

Under Norwegian merger regulations, companies must notify the Norwegian Competition Authority (NCA) of concentrations where the combined Norwegian annual turnover of the undertakings concerned exceeds NOK1 billion and at least two of the undertakings concerned have an annual Norwegian turnover exceeding NOK100 million.

Transactions triggering a notification cannot be closed until they have received clearance from the NCA.

The NCA may also, within three months of a final agreement/acquisition of control, review transactions falling below the turnover thresholds, if the NCA has reason to assume that competition will be affected. Companies may voluntarily notify the NCA of a transaction, although this is rarely done.

It is not necessary to notify the NCA if the parties meet the thresholds for mandatory notification to the European Commission under the EU Merger Regulation, or if they need to notify the EFTA (European Free Trade Association) Surveillance Authority.

Acquisition of substantive holdings or control in a target company may also trigger other notification or authorisation requirements under Norwegian or foreign legislation.

Norway currently lacks regulations specifically for the use of AI in AIFs or financial institutions. However, the draft Norwegian Artificial Intelligence Act was circulated for public consultation on 30 June 2025. The proposal seeks to implement the EU AI Act into Norwegian law and introduces regulatory requirements for the development, deployment and use of AI systems, based on risk classification. If adopted as proposed, the Artificial Intelligence Act will apply to all entities – including investment funds and fund managers – that use or develop AI systems for professional or commercial purposes in Norway. At the time of publication of this guide (15 October 2026), a bill had not yet been presented to the Norwegian parliament.

The EU AI Act, on which the Norwegian Act is intended to be based, primarily targets high-risk AI systems, which are uncommon in the activities of AIFMs. Nevertheless, due to the considerable regulatory burden imposed on developers and deployers of high-risk AI systems, investment funds and fund managers should carefully consider if any AI systems they develop or use may be classified as high-risk AI systems under the Artificial Intelligence Act.

Regardless of risk classification, providers of AI systems intended to interact directly with natural persons will be subject to transparency and information obligations. Moreover, all enterprises using or providing AI must ensure AI literacy for their staff, as detailed in Article 4 of the AI Act, to facilitate informed and appropriate AI usage while recognising potential opportunities and risks.

Most of the upcoming legislation described in 2.10 Anticipated Changes for Funds will also affect AIFMs.

The Norwegian asset management market continues to demonstrate growth each year, as substantiated by the FSAN’s 2025 annual report. Last year, the total AUM reached NOK396.3 billion, an increase of approximately 10%  from 2024. While retailisation of alternative investments is increasing, barriers to marketing towards non-professional investors mean that the institutional market still sees higher activity.

AIFs Managed by Fully Licensed AIFMs

In Norway, AIFs managed by licensed AIFMs primarily attract professional investors. The FSAN’s 2025 report highlights that professional investors account for between 89% and 97% of committed capital across active ownership funds, real estate funds, fund of funds and hedge funds, with the “other” category the exception at 78%. The high proportion of professional investors has remained relatively stable since 2019, underscoring the market’s resilience and the strong appetite for alternative investments among this group.

Among licensed AIFMs, non-professional investors account for between 3% and 11% of committed capital across active ownership funds, real estate funds, fund of funds and hedge funds, while funds classified as “other” stand out with a materially higher share of 22%. The high proportion in such funds could potentially result from fund of funds implementing feeder fund structures that allow non-professionals to invest “second hand” in PE funds (among others) through the feeder fund. Various Norwegian investment firms, such as Formue and Cubera, offer non-professionals such investment services.

AIFs Managed by Sub-Threshold AIFMs

AIFs managed by sub-threshold AIFMs cannot be marketed to non-professional investors. Nonetheless, some funds include non-professional investors who have either joined through reverse solicitation or who were long-standing investors prior to the AIFM Act coming into force in 2014.

The Norwegian AIF framework contains no rules expressly restricting side letters. These are generally permitted, although the permissible scope varies with the individual fund and its legal structure, and managers remain bound by the AIFM Act’s duty to ensure the fair treatment of all investors.

In line with market practice, investors often expect a “most favoured nation” (MFN) clause covering side letters.

Side-letter management has become a significant compliance task in recent years, driven by growing complexity and discretionary provisions, such as ESG reporting. Cost and compliance pressures may accelerate standardisation going forward, and previously bespoke provisions are increasingly being embedded directly into the limited partnership agreement (LPA).

The marketing of an alternative fund depends on whether the AIFM is licensed, as well as the chosen fund structure, as further described in 2.2 Regulatory Regime for Funds. Sub-threshold managers and non-EEA managers may only market funds to “professional investors” (as defined in MiFID II). These types of investors include:

• authorised and/or regulated financial institutions;
• certain government entities, supranational and international institutions;
• large corporates; and
• certain institutional investors (“per se professional clients”).

In addition to the general marketing requirements under the AIFM laws, managers and other promoters should ensure that other regulatory requirements, such as prospectus rules, general marketing law and rules regulating investment services, are complied with.

AIFMs are permitted to market AIFs to local investors, and it is common for AIFs established in Norway to include local investors in their client base. Regulation differs between marketing to professional investors and non-professional investors.

EEA AIFMs

An EEA AIFM may market a Norwegian or EEA AIF to professional investors in Norway, subject to complying with a notification procedure. The marketing may commence upon the AIFM receiving notice from its home state authority that its passporting notification has been forwarded to the FSAN.

Marketing to non-professional investors in Norway is also permissible for an EEA AIFM, but this requires separate approval from the FSAN. In this case, the EEA AIFM must submit documentation to the FSAN proving that the AIF can be marketed to non-professional investors in its home state and that it will comply with the applicable Norwegian requirements, such as the preparation of a key information document (KID) and conducting a suitability test. Following the implementation of the Packaged Retail and Insurance-Based Investment Products (PRIIPs) Act in Norwegian law, the requirement for preparing a KID effectively means a PRIIPs KID as set out in the PRIIPs Act. AIFMs marketing AIFs to non-professional investors in Norway must be members of an independent, external complaints board.

Third-Country Funds and AIFMs

Norway maintains a private placement regime for EEA AIFMs marketing non-EEA funds and non-EEA AIFMs marketing funds according to AIFMD Articles 36 and 42, respectively. Such AIFMs must submit an application to the FSAN detailing their intention to market an AIF outside the passporting regime of the AIFMD. Marketing of the AIF is subject to the FSAN’s approval.

Pre-Marketing

The Cross-Border Distribution of Funds (CBDF) Directive was implemented by amendments to the AIFM Act and the UCITS Act on 22 June 2022. The CBDF rules entered into force on 1 October 2024. The CBDF introduced harmonised rules for marketing funds from other EEA states, including a regime for so-called pre-marketing for EEA AIFMs. Non-EEA managers and EEA managers (in respect of non-EEA funds, and feeder funds to non-EEA funds) are not permitted to conduct pre-marketing in Norway.

Reverse Solicitation

Under current Norwegian law, an AIFM may accept subscriptions without a marketing authorisation on the basis of reverse solicitation only in limited circumstances, where subscription is made exclusively at the investor’s own initiative, without any prior solicitation from the AIFM or anyone acting on its behalf. Reverse enquiry is traditionally interpreted “narrowly” by the FSAN, meaning that managers should only rely on this avenue for genuine reverse solicitation situations.

Since the laws implementing the CBDF Directive came into force on 1 October 2024, an AIFM cannot rely on reverse solicitation for a period of 18 months following the initiation of pre-marketing of the AIF – subscriptions within that period are treated as the result of marketing.

Under the FSAN’s proposal for the Norwegian implementation of AIFMD II, currently under consultation, reverse solicitation would no longer be available as a basis for accepting non-professional investors at all, effectively requiring a specific marketing authorisation under Section 7-1 of the AIF Act for any offer to such investors, regardless of who initiated contact. As the proposal is still under consultation, its final wording and scope may change.

Fees

A new fee regime affecting cross-border activities into Norway by non-Norwegian AIFMs and UCITS managers was introduced on 1 January 2024. The fee rates regime remained unchanged in 2025, and includes a NOK15,000 one-time processing fee for applications by non-EEA AIFMs to market AIFs to professional investors; a NOK8,000 one-time processing fee for non-Norwegian EEA AIFMs to market non-EEA AIFs or feeder AIFs to professional investors; and a NOK25,000 one-time processing fee to market AIFs managed by non-Norwegian AIFMs to non-professional investors.

An additional fee, set annually and distributed among supervised entities, will be billed. In 2025 this annual fee was NOK7,000 for each AIF under supervision.

In Norway, managers have access to several distribution channels when targeting high net worth individuals. Subject to obtaining retail-specific marketing authorisations, managers may market AIFs (both regulated and unregulated products) to HNW and retail investors.

Investment firms and asset managers (eg, Pareto, ABG Sundal Collier and Arctic Securities) also offer and arrange alternative investment products for qualified or HNW investors.

There are no dedicated Norwegian products designed to give pension or self-directed retirement investors access to alternative strategies. Direct retail access remains limited by the general restrictions on marketing AIFs to non-professional investors (see 4.4 Rules Concerning Marketing of Alternative Funds and 4.5 High Net Worth or Retail Investors). Norwegians can direct part of their mandatory occupational pension into a self-selected personal pension account (egen pensjonskonto), but investment options are typically limited to mainstream securities funds (UCITS) rather than AIFs, and individual pension savings (IPS) accounts, held by more than 280,000 Norwegians at the end of 2025, follow the same pattern.

At the institutional end, occupational pension funds and insurers are significant AIF investors, particularly in real estate and private equity, often via limited partnerships (indre selskaper), which can offer more favourable tax treatment than direct share ownership (see 4.8 Compensation and Placement Agents).

Save for true reverse solicitation scenarios, all fund marketing must be carried out in reliance on so-called passporting rights (only available to certain EU/EEA managers) or one of Norway’s private placement regimes, as further detailed in 3.1 Origin of Promoters/Sponsors of Alternative Funds, 4.3 Marketing of Alternative Funds to Investors and 4.4 Rules Concerning Marketing of Alternative Funds, and may only be carried out within these regimes.

In addition, sponsors that are broadly marketing vehicles should consider whether their offering might trigger prospectus requirements, particularly if marketing to retail investors.

The use of compensation and placement agents varies depending on the specific situation and the AIF’s specific needs. Generally, AIFMs seek help to raise capital, but there are limited regulatory requirements on the AIFM’s part with respect to using it, other than ensuring that the agents are appropriately authorised (if required) and ensuring that remuneration models comply with the relevant rules on inducements.

The provision of assistance in relation to placements of financial instruments, such as units in funds, is often regarded as an investment service, subject to the licensing requirements set forth in the laws implementing MiFID II. Furthermore, advice provided to a company with respect to its capital structure or business strategy (eg, pre-M&A advice) may be regarded as an ancillary service, provided that the advice is general in nature and that no individual recommendation to transact in a certain financial instrument is made.

Investors are generally subject to the ordinary income tax regime.

Foreign Investors

Foreign shareholders in Norwegian limited companies are normally only subject to withholding tax on dividends if they invest as shareholders in a Norwegian limited company, and there are even significant exemptions for EU/EEA investors, as well as relief under applicable double-tax treaties. Furthermore, money accrued from the sale of shares or liquidation proceeds is not subject to Norwegian withholding tax.

Foreign limited partners in a Norwegian limited partnership are in principle taxable and must file Norwegian tax returns, but they are often largely exempt from tax under the Norwegian participation exemption (fritaksmetoden) (assuming the AIF invests in qualifying shares) and they may be able to get further relief under an applicable tax treaty.

Norwegian Investors

Norwegian investors are subject to the ordinary income tax regime on their investments in AIFs. Ordinary corporate investors are often largely tax exempt (3% of dividends may be taxed, leading to an effective taxable rate of 0.66%) on such investments under the Norwegian participation exemption (fritaksmetoden), and any taxable income (eg, interest income or income/gain on non-qualifying investments) is subject to 22–25% net tax. The tax approach depends on whether the Norwegian investor invests as a shareholder or limited partner, but the overall ultimate tax burden is often largely the same (with certain important exceptions, eg, in secondary transactions in AIFs that hold investments outside the Norwegian participation exemption). The taxation of private individuals is not considered further here.

Alternative funds established as Norwegian limited companies often qualify for benefits under double-tax treaties between Norway and other states. Norwegian limited partnerships do not qualify for the treaties, but their underlying partners may.

The FATCA and CRS compliance regime in Norway broadly follows international standards, and Norway entered into a FATCA Model 1 intergovernmental agreement (IGA) with the US tax authorities (IRS) in 2013.

As a starting point, both registered and authorised AIFMs are subject to the Norwegian AML Act (transposing EU AML directives into Norwegian law). The funds, irrespective of their structure and type (regulated/unregulated), are not subject to the AML Act themselves. The FSAN states in its administrative practice that the AIFM must treat the investors in a fund under management as their customers for the purpose of the AML Act and must ensure that the necessary due diligence measures are carried out at manager level.

However, the AML Act only applies to entities established/registered in Norway, including branches of foreign undertakings. A working group report on Norwegian implementation of the EU’s new AML package has been under consultation (see 2.10 Anticipated Changes for Funds), though no legislative proposal had been presented at the time of publication (15 October 2026).

The EU General Data Protection Regulation (GDPR) was incorporated into the EEA Agreement and the Norwegian Personal Data Act, effective since 20 July 2018. Managers and funds must ensure compliance with the GDPR when dealing with investors in Norway.

On 24 June 2026, the Tax Law Commission recommended in its report that the government further examine whether liquidation proceeds representing retained earnings should be reclassified as dividends for withholding tax purposes. This could, for example, have an impact on the ability to distribute profits tax-free to US investors and other investors that are not exempt from Norwegian withholding taxes in connection with the liquidation of a Norwegian holding structure.