Shareholder Register Statement
The deadline for submitting the 2025 Shareholder Register Statement is approaching
In order for us to assist the company with the filing of the Shareholder Register Statement for 2024 and ensure that the information reported is correct, we need certain information from the company.
The company is obliged to submit the Shareholder Register Statement even if no relevant changes or dividend decisions have taken place during 2025.
To help ensure that we receive the necessary information, we have attached a checklist showing which information will typically be needed to pass on to us. If any other more special types of transactions have taken place in the company during the year that we are not aware of, please let us know.
Please return the relevant information to us as soon as possible, and no later than 20 December 2025.
This is necessary for us to meet the filing deadline of 31 January.
If there is anything you are wondering about or are unsure of, please do not hesitate to contact us so that we can help clarify any questions you may have about this.
Filing deadline and coercive fine
If the Shareholder Register Statement is submitted late, the company risks being charged a daily running coercive fine. The fine will amount to ½ court fee (NOK 638.50) per day, so it is therefore very important that you provide us with the necessary information so that we are able to file within the deadline.
Any advance notice of a coercive fine will be sent to the company via Altinn, and the company will receive an email from the Tax Administration asking you to log in to Altinn to see the content and the new deadline that has been set. If you receive such a notice, you must contact us immediately so that we can prevent the coercive fine from starting to run. You are yourself responsible for the coercive fine if we have not received the necessary information for completing the statement in time, and we also disclaim liability for any coercive fine that accrues if you have not informed us immediately after the company has received notice of a coercive fine.
Specifically regarding shareholder loans/current accounts
– Shareholder loans established in 2025 – Main rule
Genuinely established loans from the company to a personal shareholder and their related parties established during 2025 must, as a main rule, be reported as shareholder loans in the Shareholder Register Statement. The same applies to an increase in the loan balance of previously established loans. Such loans will be taxable as dividends for the shareholder, even though the loan entails a repayment obligation to the company. However, if the company writes off a previously taxed loan, this will not be taxable. If repayments have been made on taxed loans, this must be reported in the Shareholder Register Statement as paid-in capital on this shareholder’s shares. In that case, the shareholder will later be able to withdraw a corresponding amount without new taxation.
When a loan is reported as a shareholder loan from the company, this will be included as a pre-filled taxable dividend in the shareholder’s tax return. The shareholder must nevertheless always make sure that this has been included before submitting the tax return. He or the related-party borrower must also remember to enter the loan balance as of 31 December as debt in their tax return for 2023, and deduct any interest on the loan. This is necessary because such information relating to shareholder loans is not pre-filled in the tax return.
Shareholder loans taken out in a different company within the group than the company in which the person is a shareholder may also be taxable as dividends. This applies, for example, where a personal shareholder in a holding company has taken out a loan in a subsidiary of the holding company.
– Exception: Loans/current accounts not genuinely established
Payments recorded on a current account that are not based on a genuine loan established before 7 October 2015 must, as before, be reported as dividends both at company level and shareholder level. This is provided that one does not instead choose to report these withdrawals as salary.
– Exception laid down in the Ministry of Finance’s tax regulation FSFIN § 10-11-1
In the following cases, an exception has been made from the main rule on tax liability for genuine loans from the company to a shareholder:
a) Credit or security provided by a financial undertaking, cf. the Financial Undertakings Act Section 1-3.
b) Credit under NOK 100,000 from the company to the shareholder, if the credit is settled within 60 days of being granted.
c) Trade receivables that are part of the company’s ordinary business, if the receivable is settled within 30 days of being granted.
d) Credit or security provided by an employer, if the employee at the time of the loan does not directly or indirectly own more than five percent of the shares or units, or hold more than five percent of the votes at the general meeting of the employer company or another company in the same group, cf. Section 1-3 of the Private Limited Liability Companies Act and Section 1-3 of the Public Limited Liability Companies Act, as applicable to the employer company. Shares or company interests owned by the employee’s spouse, cohabitant, or a person the employee is related to by blood or marriage in the ascending or descending line, or in the collateral line as closely as an uncle or aunt, shall be included when calculating the employee’s shareholding or company interest.
If shareholders or their related parties have loans in the company or other parts of the group, it is very important that we are informed of this, and we ask that a copy of any loan agreements be sent to us. Please do not hesitate to contact us if you have any questions about this or if there is anything we can help with here.
If private withdrawals have been made or loans taken out towards the end of the year, it is important that we are informed of this, so that we can jointly assess whether this is something that should be reported as, respectively, a shareholder loan, a dividend or salary.
