Introduction

When companies and advisors structure issuances or financial instruments, jurisdiction is often treated as a purely legal question. In practice, it can be much more than that.

Euronext Securities Oslo (ES-OSL) operates with an explicit list of pre-approved jurisdictions for primary registration of financial instruments.

In reality, this list functions as an operational whitelist – with direct implications for execution, complexity, and time-to-market.

That said, even if a jurisdiction is on the whitelist, it does not always mean smooth sailing. Feel free to reach out if you are unsure.

This list you can find here --> https://www.euronext.com/en/csd/oslo/information-for/account-operator with name "ES-OSL Key information for issuers and Issuer Account Operators"

 

What many overlook

It is easy to assume that as long as an instrument is legally valid, it can be registered without friction.

That is not always the case.

If a jurisdiction is not pre-approved, the following is required:

  • Jurisdiction opinion

  • Approval from ES-OSL

  • Additional processing time

In other words:

legal structure = operational risk

 

The whitelist (in practice)

EEA (pre-approved)

Jurisdiction

Shares

Bonds

Warrants

Mutual Funds

Cyprus

Yes

Yes

-

-

Denmark

Yes

Yes

-

-

Finland

Yes

Yes

Yes

-

France

-

Yes

Yes

-

Germany

-

Yes

Yes

-

Iceland

Yes

Yes

-

-

Ireland

-

Yes

-

-

Luxembourg

Yes

Yes

Yes

-

Malta

Yes

Yes

-

-

Netherlands

Yes

Yes

Yes

-

Poland

-

Yes

Yes

-

Spain

-

Yes

-

-

Sweden

Yes

Yes

Yes

Yes

Outside the EEA (pre-approved)

Jurisdiction

Shares

Bonds

Warrants

Mutual Funds

Austria

-

Yes

-

-

Belgium

-

Yes

-

-

Bulgaria

-

Yes

-

-

Croatia

-

Yes

-

-

Czech Republic

-

Yes

-

-

Estonia

-

Yes

-

-

Greece

-

Yes

-

-

Hungary

-

Yes

-

-

Italy

-

Yes

-

-

Latvia

-

Yes

-

-

Lithuania

-

Yes

-

-

Portugal

-

Yes

-

-

Slovakia

-

Yes

-

-

Slovenia

-

Yes

-

-

Romania

-

Yes

-

-

What this actually means

1. Structuring impacts execution

Choice of jurisdiction can:

  • reduce or increase friction

  • impact timelines

  • trigger unforeseen regulatory clarifications

2. “Exotic” jurisdictions come at a cost

Even if the structure is legally optimal:

  • it may be operationally suboptimal

  • require additional coordination

  • delay the process

3. The Account Operator becomes critical

Everything must go through an Issuer Account Operator, who is responsible for:

  • dialogue with ES-OSL

  • submission of legal assessments

  • approval of the structure

This is not just “back office” – it is a critical part of the transaction.

 

Perspective: Why this is underestimated

This is a classic example of the gap between:

  • legal structure

  • how market infrastructure actually works

Most advisors optimize for:

  • tax

  • corporate law

  • investor preferences

But not for:

  • CSD rules

  • operational execution

Conclusion

 Jurisdiction is not just a legal choice.

It is a decision that impacts:

  • speed

  • complexity

  • executability

The best structures are not necessarily the most sophisticated – but the ones that can actually be executed efficiently.