EEE Company Law 2025: what Spanish companies with subsidiaries in Norway, Iceland or Liechtenstein must do

Key data

Spanish companies with presence in the European Economic Area have an active obligation since December 5, 2025: to review and adapt their corporate structures in Norway, Iceland and Liechtenstein. EEE Joint Committee Decision 324/2025 incorporates EU regulations on company law into the legal system of these three countries, which may directly affect subsidiaries and branches of Spanish business groups.

The regulation was adopted on December 5, 2025 and published in the Official Journal on April 16, 2026. Although publication is recent, the entry into force is earlier: any company with presence in these countries must urgently verify whether it already complies with the new requirements.

What does this regulation establish?

Decision 324/2025 modifies the Annex XXII of the European Economic Area Agreement, which regulates company law applicable in EEE countries that are not EU members: Norway, Iceland and Liechtenstein.

The mechanism is the usual one in the EEE: when the EU approves new regulations in a matter covered by the EEE Agreement, the EEE Joint Committee adopts a decision to incorporate that regulation into the legal system of the three non-EU countries. This ensures that internal market rules apply uniformly throughout the EEE.

In this case, the modification of Annex XXII means that Norway, Iceland and Liechtenstein must apply the new company law requirements derived from the EU regulations incorporated. For Spanish companies, this means that their subsidiaries or branches in those countries must comply with the new local corporate requirements, which are now harmonized with EU law.

Harmonization has a positive effect in the medium term: it facilitates free movement of capital and cross-border establishment of companies in the EEE, simplifying operations for groups with presence in several countries of the European economic area.

Economic and operational impact

The direct impact of this decision is not a specific fee or penalty, but an obligation to review and structural adaptation that may have significant operational and legal costs depending on the type of presence each company has in the affected countries.

The main impact vectors are:

• Local legal advisory costs: Companies with subsidiaries in Norway, Iceland or Liechtenstein will need to review their bylaws, governing bodies and corporate structures with local advisors specialized in the law of each country.
• Possible statutory modifications: If the new requirements involve changes in legal form, composition of bodies or capital requirements, it will be necessary to process modifications with local commercial registries.
• Opportunities for simplification: Harmonization with EU law can facilitate cross-border operations, mergers or corporate reorganizations within the EEE, reducing regulatory friction in the long term.
• Risk of retroactive non-compliance: Given that entry into force was December 5, 2025 and official publication is April 2026, there is a period in which companies may have been in breach without knowing it.

Who does it affect?

This decision directly affects:

• Spanish companies with subsidiaries in Norway, Iceland or Liechtenstein: They must verify that their subsidiaries' corporate structures comply with the new requirements.
• Business groups with branches in EEE countries: Branches may also be affected by changes in local company law.
• CFOs and financial directors of companies with operations in the non-EU EEE, responsible for supervising international regulatory compliance.
• Legal advisors and law firms with clients in the EEE: They must alert their clients to the need for review and manage necessary adaptations.
• Companies in the process of expanding to Norway, Iceland or Liechtenstein: They must incorporate the new requirements from the start in their corporate planning.

Practical example

A Spanish technology company has a subsidiary incorporated in Norway since 2022. With the entry into force of Decision 324/2025 on December 5, 2025, Norway must apply the new company law requirements harmonized with the EU regulations incorporated into Annex XXII of the EEE Agreement.

The group's CFO, when reviewing international regulatory compliance in 2026, detects that the bylaws of the Norwegian subsidiary do not include some of the new corporate requirements. They must commission a Norwegian legal advisor to conduct a complete review of the corporate structure, identify points of non-compliance and process the necessary statutory modifications with the Norwegian commercial registry.

The same process applies if the group has presence in Iceland or Liechtenstein: each EEE country has incorporated the regulation into its legal system, so the review must be done country by country with local advisors.

What should companies do now?

1. Identify exposure: Confirm whether the company has subsidiaries, branches or any corporate structure in Norway, Iceland or Liechtenstein. If the answer is yes, the review is mandatory.
2. Contact local legal advisors: Commission a law firm specialized in company law in each affected country to review the corporate structure in light of the new requirements of Annex XXII of the EEE Agreement.
3. Review bylaws and governing bodies: Verify that the bylaws, composition of administrative bodies and formal requirements of subsidiaries or branches comply with the updated regulations.
4. Process necessary modifications: If non-compliance is detected, initiate adaptation procedures with the corresponding local commercial registries as soon as possible, given that the regulation has been in force since December 5, 2025.
5. Document the compliance process: Maintain a record of reviews conducted and adaptations implemented, as evidence of due diligence in case of possible inspections or requests.
6. Take advantage of harmonization to simplify: Evaluate whether the new regulatory homogeneity between the EEE and the EU opens opportunities to reorganize or simplify cross-border corporate structures more efficiently.