For an EU-AIFM to market its AIF in Norway it is currently necessary for the EU-AIFM to be authorised in its home state and either comply with the passporting rules in Article 32 of the AIFMD (as implemented in national law in Norway) or the authorisation process set out in Article 36 of the AIFMD (as implemented in national law in Norway) depending on the structure. Norway has implemented AIFMD Article 42, but that regime is reserved for non-EU AIFMs only and cannot be used by registered EU-AIFMs. Norway has not yet implemented EuVECA, EuSIF or ELTIF.
The concept of reverse solicitation is recognized in Norway. Reverse solicitation would require a genuinely unsolicited request from an investor. The Norwegian FSA has stated in a circular that such reverse solicitation would require "sales that solely happen on the initiative of the investor, and without the prior marketing of the fund by the manager or anyone acting on behalf of the manager" and further that "[...] it is a perquisite that the entire process leading to the sale, and not just the initial contact, happens on the initiative of the investor". The Norwegian FSA also has certain statements which indicate that reverse solicitation with respect to non-professional investors is not very likely to take place. The statements from the Norwegian FSA are strict, and although one might argue the legal basis for such statements, they should nonetheless be noted.
There are no formal requirements with respect to reverse solicitation, but if possible, the fact that the investor has taken the exclusive initiative should be documented.
Important to note is that any pre-marketing or marketing activities would exclude the later reliance on reverse solicitation (this will be regulated once the upcoming EU regulations on pre-marketing is adopted in Norway).
The information in our toolbox provides managers of private equity or venture capital funds with an initial overview of certain framework conditions in the respective country. It does not provide advice on the law of any country, neither does it substitute such advice. The above information reflects the legal situation as of February 10, 2020. Before marketing a fund into the respective country, it is at all times necessary to seek expert advice. Our team is happy to assist you with all questions at any time.