What is the contracting obligation under the Registration Regulations?

When foreign investors, including US investors, want to own shares in a Norwegian company registered with Euronext Securities Oslo (VPS/ES-OSL), we provide clarity on the procedure for opening a VPS account. For companies where Equro acts as Issuer Account Operator (KU), this is a process we know well.

There is uncertainty in the market around the contracting obligation in section 2.3.2.2 of the Norwegian Registration Regulations («Registerforskriften»), which governs the «Investor Account Operator» role. The rule means a KU generally cannot refuse to open a VPS account, unless there is a valid reason under anti-money-laundering legislation or equivalent law. We understand that navigating the regulations can be challenging, and therefore wish to provide guidance for companies looking to meet the needs of their foreign investors.


Recommended approach for companies

1.   Check custody and nominee solutions first. Encourage international investors to hold their shares through their local bank or financial institution, via custody or nominee agreements. This is often the simplest solution for the investor.

2.   Refer investors to the company's KU when needed. If the investor doesn't have access to such custody/nominee services, the company should refer them to its Issuer Account Operator to have a VPS account opened directly.

3.   Work with Equro on more complex cases. If challenges arise while setting up a VPS account, the company can consider working with Equro as KU to ensure a smooth, predictable process for the investor.


Why choose Equro as your Issuer Account Operator?

Equro offers support and guidance throughout the process of opening a VPS account, and guarantees KU services that meet all regulatory requirements. In an increasingly complex and regulated market, it is becoming more important for companies to have reliable systems and processes in place. Our digital shareholder register is built for exactly this purpose, both to comply with current regulations and to simplify shareholder administration.

For more information on the Registration Regulations and the rules for registration activities, see Euronext Securities Oslo's rules for registration activities and related additional services.


Frequently asked questions about VPS accounts for foreign investors

Can an Issuer Account Operator refuse to open a VPS account?

Generally, no. The contracting obligation in the Registration Regulations requires KUs to open a VPS account for investors who request one, unless there is a valid reason under anti-money-laundering rules or other equivalent legislation.

Are custody/nominee accounts and VPS accounts the same thing?

No. A custody or nominee account is managed by the investor's own bank or financial institution, while a VPS account is a directly registered account with Euronext Securities Oslo. Many international investors choose the custody solution because it is easier to manage from abroad.

How does our company get started with Equro as KU?

Get in touch with us, and we will guide you through the whole process — from assessing your needs to opening accounts for the relevant investors.