Home state
Last published: 20 May 2025
According to the Transparency Directive, issuers of transferable securities admitted to trading on a regulated market in the EEA must have a home state. The rules on home and host state regulation entail that Norwegian legislation that implements the Transparency Directive applies to issuers with transferable securities admitted to trading on a regulated market whose home state is Norway. The home state oversees that the issuers comply with the rules. An issuer with listed securities on a Norwegian regulated market but another EEA state as its home state will have Norway as its host state.
In line with the provisions of the Transparency Directive, the Securities Trading Act section 5-4 subsection (1) states that the scope of application of Sections 5-5 to 5-10 is limited to issuers with Norway as their home state whose transferablesecurities have been admitted to trading on a regulated market. According to the Securities Trading Act section 4-1, the notification obligation shall apply where an issuer of shares has Norway as its home state in accordance with the Securities Trading Act section 5-4 subsections (2) to (4). Please note that the term ‘home state’ is also used in the prospectus regulations and deviates from the definition in the Transparency Directive.
The main rule is that the home state is the country where the issuer has its registered office in the EEA. It follows from this that the home state does not have to be the country where the issuer has transferable securities admitted to trading on a regulated market. It is therefore possible for an issuer to have shares listed on a regulated market outside Norway (in the EEA), but to have Norway as its home state.
It is possible for certain issuers to choose their home state and thus supervisory authority in accordance with the rules in the Securities Trading Act section 5-4. This is, for example, possible for issuers from countries outside the EEA who have issued transferable securities admitted to trading on one or more regulated markets in the EEA. Furthermore, issuers who only issue debt instruments with a nominal value per unit of more than EUR 1,000, or the equivalent value in another currency, can choose their home state subject to certain conditions.
Information on the home state, choice of home state and change of home state shall be disclosed and filed in accordance with the Securities Trading Act section 5-12. In addition, the issuer shall make its home state known to the supervisory authorities in its home state, host state or host states, and the state in which the issuer has its registered office in the EEA, cf. the Securities Trading Act section 5-4 (6).
Issuers who do not make public their home state within the set deadlines may, under certain conditions, be assigned one or more home states, cf. the Securities Trading Act section 5-4 (7).
ESMA has drawn up a standard form for disclosure of the home state. Use the English text to notify Finanstilsynet. Send the standard form to post@finanstilsynet.no