Limited liability company is a commercial company whose equity capital consists of the total amount of the par value of the shares of the equity capital. The limited liability company is a closed company and its shares are not the object of public circulation. The company is a legal person.
Process of registration
Decision regarding the foundation >>> Payment of the equity capital >>> Registration in the Register of Enterprises >>> Opening of a bank account >>> Registration in the State Revenue Service.
Registration in the Register of Enterprises
Application and the attached documents have to be submitted to the corresponding regional department of the Register of Enterprises in accordance with the legal address of the merchant. Application may be submitted by founders or any other person authorized by the founders to do so. Application and the attached documents may be sent by mail as well.
Signature affixed to the application shall be certified by sworn notary. If there is one founder of the capital company, the signature on the application may be certified in the Register of Enterprises (requisites). Also the legal capacity of these persons shall be attested. The application may be signed by other persons on behalf of the founders basing on the specific notarized warrant.
When submitting documents for registration to the Register of Enterprises they have to be listed in the application specifying the number of copies and page count. In compliance with Paragraph 6 and 7 of the Cabinet Regulations No. 154 of the 23 April 1996, the document may not be written by pencil or in other unstable type that is technically easy to correct. Documents that have several pages have to be sewn. The document may not be erased, corrected, with non-stipulated corrections, with crossed-out words and improvements. The erroneous notes have to be crossed-out and any correction has to be stipulated.
State fee and fee for the announcement of commercial register records has to be paid before document submission and that can be done in any bank after providing the following requisites.
State fee is not paid in the following cases:
For making amendments to records in the commercial register if the amendments are made due to a change of administrative territory, change of boarders or names as well as change of street name or building numeration.
For making a registration record in the commercial register regarding a commercial company which is in the process of liquidation and the functions of the liquidator are carried out by a State institution.
For making amendments to records in the commercial register if the record is made on the basis of a court judgment.
For records in the commercial register which are connected with the inception, process or completion of an insolvency process.
Fee for the announcement of commercial register records is not paid in the following cases:
Record is connected with a change of administrative territory, change of boarders or names as well as change of street name or building numeration.
Record is made on the basis of a court judgment (if the court itself sends the judgment to the Commercial Register Office).
Record is connected with the liquidation process of a commercial company (if its activity has been terminated on the basis of a court judgment).
Record is connected with the liquidation of a commercial company.
A merchant has been written-off from the commercial register.
The Chief State Notary of the Register of Enterprises has the rights to issue an order on consideration of the registration application in the term specified by law and pay-back of the overpaid state fee, if the Register of Enterprises cannot consider the registration application within one working day due to the technical reasons.
Documents to be attached to the application (the document samples are accessible in the offices of the Register of Enterprises, as well as on the web page of the Register of Enterprises). Form 4.
1. Memorandum of association, where the following information shall be indicated:
Data on the founders (for the natural person – the given name, surname, personal identity number and residential address but for the legal person – the name, registration number, legal address, given name, surname, personal identity number, post and residential address of the representative who on behalf of the legal person signs the memorandum of association).
Firm of the company.
Amount of the equity capital of the company, number of shares and par value.
Amount of the equity capital signed by each founder and amount of the equity capital paid till the submission of the registration certificate, the order and terms of payment.
Number of shares pertaining to each founder corresponding to the share of the equity capital signed by him/her.
Number of those shares and sum of the par values that establishing the company are paid by property contributions indicating each subject of the property contributions and the given name, surname, personal identity number and residential address of each person who undertakes obligations to make the property contributions.
Admissible amount of the foundation expenses and their payment order.
Any specific duties, rights or privileges that during the foundation of the company are granted to the person who has participated at the foundation of the company.
Given name, surname, personal identity number and residential address of the members of the board of directors of the company.
Given name, surname, personal identity number and residential address of the members of the council of the company (if the company has a council).
Given name, surname, personal identity number and residential address of the auditor, if the auditor is provided for the company.
Other provisions that the founders consider to be relevant and that do not contradict the law.
Place of drafting (signing) and date of signing.
The memorandum of association shall be signed by all the founders. The signatures on the memorandum of association shall not be pyblicly verified by the notary or parish court.
If the company has one founder, he/she shall draft and sign the decision on foundation instead of the memorandum of association, where all the above-mentioned information shall be included. The signature of the founder on the decision on foundation shall not be publicly verified by the notary or parish court.
2. Articles of association of the company, 3 copies, where the following information shall be indicated:
Firm (name) of the company.
Term or purpose of the activities of the company (if the company is established for a definite time period or for achievement of a defined purpose).
Amount of the equity capital, number of shares and par value.
Quantitative structure of the board of directors of the company and the rights of the members of the board of directors to represent the company jointly or individually.
Quantitative structure of the council of the company (if the council is provided for the company).
Specific provisions for alienation of the shares (if they are provided for).
Other provisions that the founders consider to be relevant and that do not contradict the law.
Date of signing of the articles of association.
Comment: It is not aloud to indicate the information on the founders and legal address of the company in the articles of association.
The articles of association shall be signed by all the founders. The signatures on the articles of association shall not be publicly verified by the notary or parish court. Samples of the articles of association are accessible in the web page of the Register of Enterprises, as well as in all offices of the Register of Enterprises.
3. Bank notice on the payment of the equity capital (If the equity capital or its share is paid in money).
The minimal amount of the equity capital of the limited liability company is 2000 LVL. At least 50% of the equity capital of the limited liability company shall be paid till the submission of the registration application to the Register of Enterprises; the remaining share shall be paid within one year from the day when the company was recorded in the Commercial Register. All the equity capital may be fully paid till the submission of the registration application of the company to the Register of Enterprises. The equity capital may be paid in money or by property contributions.
4. Documents that attest the value of each property contribution (if property contributions are made) An opinion shall be drafted and submitted on each property contribution, where the following information shall be indicated:
Description of each object of contributions.
Belonging of the property.
Method of evaluation of each contribution (It shall not be indicated, if the evaluation is made by the founders).
Opinion on the adequacy of the object of the property contributions to the type of the commercial activities of the company.
The opinion shall be drafted and signed by: the expert who is included in the list that is approved by the Register of Enterprises or the founders (if the total amount of the property contributions does not exceed 4000 LVL and the total property contributions are less than a half of the equity capital of the company) the founders and shareholders (if the equity capital is paid by transferable securities and financial market instruments that are included in the regulated market registered (licensed) in the Member State of the European Union or the state of the European Economic Area at least two years before the day of signing of the memorandum of association or taking of the decision on the increase of the equity capital. In the above-mentioned case the information that is used as basis for the evaluation of the property contributions shall be indicated).
The list of the property contribution evaluation experts that is approved by the Register of Enterprises may be seen in any office of the Register of Enterprises, as well as on the web page of the Register of Enterprises.
5. Written acceptance of each member of the council to be a member of the council (If the company has a council);
6. Written acceptance of each member of the board of directors to be a member of the board of directors (The separate acceptance of the member of the board of directors who as a founder has signed the registration application is not requested);
7. Notarized sample signatures of the members of the board of directors (The sample signature of the member of the board of directors who as a founder has signed the registration application is not requested);
8. Notice of the board of directors on the legal address of the company;
9. Receipt for payment of the state fee. The state fee for recording of the limited liability company in the Commercial Register is 100 or 50 LVL. The state fee shall be paid before submission of the application and it may be effected in any bank indicating the particulars.
10. Receipt for the registration announcement in the official gazette "Latvijas Vēstnesis".
All the records of the Commercial Register are announced publishing them in the official gazette Latvijas Vēstnesis simultaneously publishing them electronically. The records of the Commercial Register on the limited liability companies are also announced. Besides the information on the documents of incorporation are announced indicating the registration date and the number of the Commercial Register file where the document is located. This information is submitted for publication by the official of the Register of Enterprises within 3 days from the recording of the information in the Commercial Register. The records and information of the Commercial Register are published at the relevant merchant’s expenses, if the law does not specify otherwise.
The fee for the publication of the recording of the limited liability company in the Commercial Register is 19 LVL.
Paying the regular state fee, the application will be considered within 3 working days.
Paying the threefold state fee, the application will be considered within 1 working day.
Stock Company is a commercial company whose equity capital consists of the total amount of the par value of the stocks. The stock company is an open company and its stocks may be the subject of public circulation. The company is a legal person.
Process of registration
Decision regarding the foundation >>> Payment of the equity capital >>> Registration in the Register of Enterprises >>> Opening of a bank account >>> Registration in the State Revenue Service.
Registration in the Register of Enterprises
Application and the attached documents have to be submitted to the corresponding regional department of the Register of Enterprises in accordance with the legal address of the merchant. Application may be submitted by founders or any other person authorized by the founders to do so. Application and the attached documents may be sent by mail as well.
Signature affixed to the application shall be certified by sworn notary. If there is one founder of the capital company, the signature on the application may be certified in the Register of Enterprises (requisites). Also the legal capacity of these persons shall be attested. The application may be signed by other persons on behalf of the founders basing on the specific notarized warrant.
When submitting documents for registration to the Register of Enterprises they have to be listed in the application specifying the number of copies and page count. In compliance with Paragraph 6 and 7 of the Cabinet Regulations No. 154 of the 23 April 1996, the document may not be written by pencil or in other unstable type that is technically easy to correct. Documents that have several pages have to be sewn. The document may not be erased, corrected, with non-stipulated corrections, with crossed-out words and improvements. The erroneous notes have to be crossed-out and any correction has to be stipulated.
State fee and fee for the announcement of commercial register records has to be paid before document submission and that can be done in any bank after providing the following requisites.
State fee is not paid in the following cases:
For making amendments to records in the commercial register if the amendments are made due to a change of administrative territory, change of boarders or names as well as change of street name or building numeration.
For making a registration record in the commercial register regarding a commercial company which is in the process of liquidation and the functions of the liquidator are carried out by a State institution.
For making amendments to records in the commercial register if the record is made on the basis of a court judgment.
For records in the commercial register which are connected with the inception, process or completion of an insolvency process.
Fee for the announcement of commercial register records is not paid in the following cases:
Record is connected with a change of administrative territory, change of boarders or names as well as change of street name or building numeration.
Record is made on the basis of a court judgment (if the court itself sends the judgment to the Commercial Register Office).
Record is connected with the liquidation process of a commercial company (if its activity has been terminated on the basis of a court judgment).
Record is connected with the liquidation of a commercial company.
A merchant has been written-off from the commercial register.
The Chief State Notary of the Register of Enterprises has the rights to issue an order on consideration of the registration application in the term specified by law and pay-back of the overpaid state fee, if the Register of Enterprises cannot consider the registration application within one working day due to the technical reasons.
Documents to be attached to the application (Form 4):
Memorandum of association, where the following information shall be indicated:
Data on the founders (for the natural person – the given name, surname, personal identity number and residential address but for the legal person – the name, registration number, legal address, given name, surname, personal identity number, post and residential address of the representative who on behalf of the legal person signs the memorandum of association).
Firm (name) of the company.
Amount of the equity capital of the company, number of stocks and par value.
Amount of the equity capital signed by each founder and amount of the equity capital to be paid till the registration, the order and terms of payment.
Number of stocks pertaining to each founder corresponding to the share of the equity capital signed by him/her.
Number of the stocks and sum of the par values that establishing the company are paid by property contributions indicating each subject of the property contributions and the given name, surname, personal identity number and residential address of each person who undertakes obligations to make the property contributions (The stock company till the submission of the registration application may pay only by money).
Admissible amount of the foundation expenses and their payment order.
Any specific duties, rights or privileges that during the foundation of the company are granted to the person who has participated at the foundation of the company.
Given name, surname, personal identity number and residential address of the members of the board of directors of the company.
Given name, surname, personal identity number and residential address of the members of the council of the company.
Given name, surname, personal identity number and residential address of the auditor (if the auditor is requested for the company).
Other provisions that the founders consider to be relevant and that do not contradict the law.
Place of drafting (signing) of the memorandum of association and date of signing.
The memorandum of association shall be signed by all the founders. The signatures of the founders on the memorandum of association shall not be notarized.
If the company has one founder, he/she shall draft and sign the decision on foundation instead of the memorandum of association, where all the above-mentioned information shall be included. The signature of the founder on the decision on foundation shall not be publicly verified by the notary or parish court.
2. Articles of association of the company, 3 copies, where the following information shall be indicated:
Firm (name) of the company.
Term or purpose of the activities of the company (If the company is established for a definite time period or for achievement of a defined purpose).
Main types of the commercial activities.
Amount of the equity capital, number of stocks and par value, as well as: - if the company has stocks of different categories – stock categories (indicating the rights that result from each stock category) and number of stocks of each category and par value; - whether stocks are registered or bearer stocks and if the articles of association provide for the conversion of the registered stocks to the bearer stocks and vice versa – the conversation provisions; - whether the stocks are in paper form or virtual and if the articles of association provides for the conversion of the paper stocks to the virtual stocks and vice versa – the conversation provisions.
Quantitative structure of the board of directors of the company specifying the rights of the members of the board of directors to represent the company jointly or individually. If the stocks of the company are in the public circulation, the minimal number of the members of the board of directors is 3, in other companies one or more members may be in the composition of the board of directors.
Quantitative structure of the council of the company; the minimal number of the members of the council is 3 but if the stocks of the company are in the public circulation - 5.
Specific provisions for alienation of the stocks (If they are provided for).
Other provisions that the founders consider to be relevant and that do not contradict the law.
Date of signing of the articles of association.
Comment: It is not aloud to indicate the data on the founders and legal address of the company in the articles of association. The articles of association shall be signed by all the founders. The signatures on the articles of association shall not be publicly verified by the notary or parish court.
Bank notice on the payment of the equity capital.
Documents that attest the value of each property contribution (If property contributions are made.) An opinion shall be drafted and submitted on each property contribution, where the following information shall be indicated:
Description of each object of contributions.
Belonging of the property.
Method of evaluation of each contribution.
The opinion on the adequacy of the object of the property contributions to the type of the commercial activities of the company.
The opinion shall be drafted and signed by the expert who is included in the list approved by the Register of Enterprises.
The opinion may be drafted and signed by the founders and stock holders (If the equity capital is paid by transferable securities and financial market instruments that are included in the regulated market registered (licensed) in the Member State of the European Union or the state of the European Economic Area at least two years before the day of signing of the memorandum of association or taking of the decision on the increase of the equity capital. In the above-mentioned case the information that is used as basis for the evaluation of the property contributions shall be indicated).
Written acceptance of each member of the council to be a member of the council.
Written acceptance of each member of the board of directors to be a member of the board of directors (The acceptance is not requested if the relevant member of the board of directors as a founder has signed the registration application).
Notarized or attested by the Register of Enterprises sample signatures of the members of the board of directors (The ssample signature is not requested if the relevant member of the board of directors as a founder has signed the registration application).
Notice of the board of directors on the legal address of the company.
Receipt for the payment of the state fee. The state fee for recording of the stock company in the Commercial Register is 250 LVL. The state fee shall be paid before submission of the application and it may be effected in any bank indicating the particulars.
Receipt for the registration announcement in the official gazette "Latvijas Vēstnesis". All the records of the Commercial Register are announced publishing them in the official gazette Latvijas Vēstnesis at the relevant merchant’s expenses, if the law does not specify otherwise. The fee for the publication of the recording of the stock company in the Commercial Register is 24 LVL. The publication shall be paid before the submission of the application and it may be effected in any bank, indicating the particulars. The following information shall be indicated as the payment purpose: (the name of the merchant (undertaking), the address (also for the new one).
The equity capital of the stock company may not be smaller than 25 000 LVL. All the equity capital of the stock company specified in the memorandum of association shall be signed till the submission of the registration application but the paid equity capital may not be smaller as the minimal equity capital specified by law (25 000LVL) and smaller than 25% from the signed equity capital (The remaining shall be paid no later than within one year from the day of signing of the memorandum of association).
The equity capital may be paid either by money or property contributions, however the fact shall be taken into consideration that the equity capital of the stock company paid till the submission of the registration application shall be paid in money.
For example, if the memorandum of association of the company specifies that the equity capital will be 25 000 LVL, at the moment of submission of the registration application, the whole amount shall be signed and paid by money. In its turn, if the equity capital is determined 100 000 LVL, the whole amount shall be signed till the moment of submission of the registration application but paid at least 25 000.
Exceptions. Separate stock companies, depending on the type of their activities, have the following minimal requirements regarding the equity capital;
The minimal amount of the equity capital to be paid till the foundation:
Life insurance stock companies - l 000 000 LVL, other insurance stock companies - 500 000 LVL.
Exchange stock companies - 100 000 LVL;
Pawnshop stock companies- 25 000 LVL.
The minimal amount of the equity capital to be paid within 5 years after the day of the foundation of the stock company:
Life insurance stock companies - 2 000 000 LVL, other insurance stock companies -1,000 000 LVL.
Exchange stock companies - 250 000 LVL.
Pawnshop stock companies -50 000 LVL.
The list of the property contribution evaluation experts that is approved by the Register of Enterprisesmay be seen in any office of the Register of Enterprises, as well as on the web page of the Register of Enterprises.
Paying the regular state fee, the application will be considered within 3 working days.
Limited partnership is a partnership whose purpose is conducting the commercial activities using joint firm and where two or more persons are united basing on the company agreement, if the liability of at least one of the members (limited partners) regarding the creditors of the company is limited by the amount of his/her/its contributions but the liability of the remaining personally liable members (complementaries) of the company is not limited.
Only a natural or legal person may be the member of the limited partnership. The partnership may not be the member of the limited partnership.
Application and the attached documents have to be submitted to the corresponding regional department of the Register of Enterprises in accordance with the legal address of the merchant. Application may be submitted by founders or any other person authorized by the founders to do so. Application and the attached documents may be sent by mail as well.
Signature affixed to the application shall be certified by sworn notary. If there is one founder of the capital company, the signature on the application may be certified in the Register of Enterprises (requisites). Also the legal capacity of these persons shall be attested. The application may be signed by other persons on behalf of the founders basing on the specific notarized warrant.
When submitting documents for registration to the Register of Enterprises they have to be listed in the application specifying the number of copies and page count. In compliance with Paragraph 6 and 7 of the Cabinet Regulations No. 154 of the 23 April 1996, the document may not be written by pencil or in other unstable type that is technically easy to correct. Documents that have several pages have to be sewn. The document may not be erased, corrected, with non-stipulated corrections, with crossed-out words and improvements. The erroneous notes have to be crossed-out and any correction has to be stipulated.
State fee and fee for the announcement of commercial register records has to be paid before document submission and that can be done in any bank after providing the following requisites.
State fee is not paid in the following cases:
For making amendments to records in the commercial register if the amendments are made due to a change of administrative territory, change of boarders or names as well as change of street name or building numeration.
For making a registration record in the commercial register regarding a commercial company which is in the process of liquidation and the functions of the liquidator are carried out by a State institution.
For making amendments to records in the commercial register if the record is made on the basis of a court judgment.
For records in the commercial register which are connected with the inception, process or completion of an insolvency process.
Fee for the announcement of commercial register records is not paid in the following cases:
Record is connected with a change of administrative territory, change of boarders or names as well as change of street name or building numeration.
Record is made on the basis of a court judgment (if the court itself sends the judgment to the Commercial Register Office).
Record is connected with the liquidation process of a commercial company (if its activity has been terminated on the basis of a court judgment).
Record is connected with the liquidation of a commercial company.
A merchant has been written-off from the commercial register.
The Chief State Notary of the Register of Enterprises has the rights to issue an order on consideration of the registration application in the term specified by law and pay-back of the overpaid state fee, if the Register of Enterprises cannot consider the registration application within one working day due to the technical reasons.
Introducing the limited partnership for recording in the Commercial register, the following documents shall be submitted to the Register of Enterprises:
Notarized sample signatures of those members of the limited partnership who are authorized to represent the limited partnership*.
Receipt for the payment of the state fee for recording of the limited partnership in the Commercial Register. The state fee – 100 LVL shall be paid for the recording of the limited partnership in the Commercial Register. The state fee shall be paid before submission of the application and it may be effected in any bank indicating the particulars.
Receipt for the payment of the publication of the records of the Commercial Register in the official gazette "Latvijas Vēstnesis" The fee for the publication of the recording of the limited partnership in the Commercial Register is 19 LVL. The publication shall be paid before the submission of the application and it may be effected in any bank, indicating the particulars. The following information shall be indicated as the payment purpose: (the name of the undertaking (merchant), the address (also for the new one).
*Comment - The notarized sample signature shall be submitted, if the relevant member is a natural person. If a legal person is authorized to represent the company – the sample signature of the representative of this legal person shall not be submitted.
All the founders of the company shall sign the application. The signatures on the application shall be notarized. Also the legal capacity of these persons shall be attested.
Individual merchant is a natural person who conducts economic activities and who as an individual merchant is recorded in the Commercial Register. The individual merchant is responsible for his/her liabilities with all his/her property.
The natural person who conducts economic activities is obliged to introduce him/herself for recording as an individual merchant in the Commercial Register if the annual turnover of the conducted economic activities exceeds 200 000 LVL or his/her activities comply with two following elements:
the annual turnover of these activities exceeds 20 000 LVL.
he/she simultaneously employs more than five employees for conducting his/her economic activities.
Application and the attached documents have to be submitted to the corresponding regional department of the Register of Enterprises in accordance with the legal address of the merchant. Application may be submitted by founders or any other person authorized by the founders to do so. Application and the attached documents may be sent by mail as well.
Signature affixed to the application shall be certified by sworn notary. If there is one founder of the capital company, the signature on the application may be certified in the Register of Enterprises (requisites). Also the legal capacity of these persons shall be attested. The application may be signed by other persons on behalf of the founders basing on the specific notarized warrant.
When submitting documents for registration to the Register of Enterprises they have to be listed in the application specifying the number of copies and page count. In compliance with Paragraph 6 and 7 of the Cabinet Regulations No. 154 of the 23 April 1996, the document may not be written by pencil or in other unstable type that is technically easy to correct. Documents that have several pages have to be sewn. The document may not be erased, corrected, with non-stipulated corrections, with crossed-out words and improvements. The erroneous notes have to be crossed-out and any correction has to be stipulated.
State fee and fee for the announcement of commercial register records has to be paid before document submission and that can be done in any bank after providing the following requisites.
State fee is not paid in the following cases:
For making amendments to records in the commercial register if the amendments are made due to a change of administrative territory, change of boarders or names as well as change of street name or building numeration.
For making a registration record in the commercial register regarding a commercial company which is in the process of liquidation and the functions of the liquidator are carried out by a State institution.
For making amendments to records in the commercial register if the record is made on the basis of a court judgment.
For records in the commercial register which are connected with the inception, process or completion of an insolvency process.
Fee for the announcement of commercial register records is not paid in the following cases:
Record is connected with a change of administrative territory, change of boarders or names as well as change of street name or building numeration.
Record is made on the basis of a court judgment (if the court itself sends the judgment to the Commercial Register Office).
Record is connected with the liquidation process of a commercial company (if its activity has been terminated on the basis of a court judgment).
Record is connected with the liquidation of a commercial company.
A merchant has been written-off from the commercial register.
The Chief State Notary of the Register of Enterprises has the rights to issue an order on consideration of the registration application in the term specified by law and pay-back of the overpaid state fee, if the Register of Enterprises cannot consider the registration application within one working day due to the technical reasons.
In order to record the individual merchant in the Commercial Register the following documents shall be submitted to the Register of Enterprises:
Application (Form 2). The individual merchant him/herself or any person authorized by the individual merchant may submit the application. If another person submits the application, he/she shall present an identification document to the official of the Register of Enterprises. The application and the attached documents may be sent by post or put in the postbox of the Register of Enterprises at the premises of the Register of Enterprises. The officials of the Register of Enterprises take out the documents of this postbox each morning of the working day. The individual merchant him/herself shall sign the application. The signature on the application shall be attested by a sworn notary or official of the Register of Enterprises. The legal capacity of the signer is simultaneously attested by attestation of the signature. The application may be signed by another person on behalf of the individual merchant basing on the specific notarized warrant. In this case the warrant shall not be submitted to the Register of Enterprises.
Receipt for the payment of the state fee. The state fee for recording of the individual merchant in the Commercial Register is 20 LVL. The state fee shall be paid before submission of the application and it may be effected in any bank indicating the particulars.
Receipt for the publication of the record of the Commercial Register in the official gazette "Latvijas Vēstnesis" All the records of the Commercial Register are announced publishing them in the official gazette Latvijas Vēstnesis simultaneously publishing them electronically. The records of the Commercial Register on the individual merchants are also announced.
This information is submitted for publication by the official of the Register of Enterprises within 3 days from the recording of the information in the Commercial Register. The records and information of the Commercial Register are published at the relevant merchant’s expenses, if the law does not specify otherwise. The fee for the publication of the recording of the Commercial Register is 13 LVL.
After consideration of the application and the attached documents the notary public of the Register of Enterprises may take one of the following decisions:
to record the individual merchant in the Commercial Register (If the registration jurisdiction is followed, all the documents specified by law are submitted and they comply with the requirements of the law and there are no legal challenges for recording the individual merchant in the Commercial Register).
to suspend recording of the individual merchant in the Commercial Register (If the registration jurisdiction is not followed, not all the documents specified by law are submitted or they in form do not comply with the requirements of the law but these deficiencies may be dissolved).
to reject recording of the individual merchant in the Commercial Register (if the decisions included in the documents do not comply with the requirements of the law and these deficiencies may not be dissolved or there is a legal challenge for recording the individual merchant in the Commercial Register, e.g., the Register of Enterprises has the court judgment that the court has awarded additional penalty to the natural person in the criminal case, namely, the prohibition to conduct business activities (commercial activities) or in other cases).
If the decision of the notary public of the Register of Enterprises is received on suspension of the recording of the individual merchant in the Commercial Register, the applicant may dissolve the stated deficiencies in the term determined in the decision of the notary public (that may not be shorter than one month) and submit the documentation repeatedly. If the documents repeatedly are submitted in the term determined by the notary public, the state fee shall not be paid repeatedly. If the documents are submitted after the determined term, the state fee shall be paid repeatedly.
Submitting the documents repeatedly the repeated application shall be submitted only if the deficiencies were stated in the application.
If the applicant considers that the decision of the notary public is not substantiated he/she may submit a complaint on the decision of the notary public to the Notary General of the
Register of Enterprises within one month after the day when the decision of the notary public was received.
If the refusal of the notary public of the Register of Enterprises to record the individual merchant in the Commercial Register is received, the applicant may accept the relevant decision in compliance with the provisions of the law and submit (if it is possible) the application together with the requested documents repeatedly. In this case the repeated state fee shall be paid. If the applicant considers that the decision of the notary public is not substantiated, he/she may submit a complaint on the decision of the notary public to the Notary General of theRegister of Enterprises.
The individual merchant him/herself may receive the decision of the notary public and other documents (the registration certificate or the application, if deficiencies are stated in it) arriving in person at the Register of Enterprises taking with him/her an identification document or any other person who is authorized by the individual merchant to do it. If another person receives the documents, the written warrant issued by the individual merchant for reception of the documents shall be submitted to the Register of Enterprises, as well as an identification document shall be presented.
The decision of the notary public and other documents may be received in person no later than in the third working day after the end of the term, when the notary public shall take decision in compliance with the state fee paid. If the documents are not taken in this term, on the fourth working day the Register of Enterprises will send the decision and other documents by post to the legal address of the individual merchant indicated in the application.
Submitting the application in the Register of Enterprises, it may be requested to send the documents by post. In this case the documents will be sent by post without waiting three working days.
Paying the regular state fee, the application will be considered within 3 working days.
Paying the threefold state fee, the application will be considered within 1 working day.
If the threefold state fee is paid, the Notary General of the Register of Enterprises may issue the order on consideration of the registration application in the term specified by law and pay-back of the overpaid state fee, if the Register of Enterprises cannot consider the registration application within one working day due to the technical reasons.
! If the individual merchant chooses the type of business activities where a specific permission (license) is requested, he/she shall check in the institution that issues this license whether it is issued for an individual merchant (e.g. for alcohol and tobacco trade).
General partnership is a partnership whose purpose is conducting the commercial activities using joint firm and where two or more persons (members) are united basing on the company agreement, without limiting their liability against creditors.
Only a natural or legal person may be the member of the limited partnership. The partnership may not be the member of the limited partnership.
Application and the attached documents have to be submitted to the corresponding regional department of the Register of Enterprises in accordance with the legal address of the merchant. Application may be submitted by founders or any other person authorized by the founders to do so. Application and the attached documents may be sent by mail as well.
Signature affixed to the application shall be certified by sworn notary. If there is one founder of the capital company, the signature on the application may be certified in the Register of Enterprises (requisites). Also the legal capacity of these persons shall be attested. The application may be signed by other persons on behalf of the founders basing on the specific notarized warrant.
When submitting documents for registration to the Register of Enterprises they have to be listed in the application specifying the number of copies and page count. In compliance with Paragraph 6 and 7 of the Cabinet Regulations No. 154 of the 23 April 1996, the document may not be written by pencil or in other unstable type that is technically easy to correct. Documents that have several pages have to be sewn. The document may not be erased, corrected, with non-stipulated corrections, with crossed-out words and improvements. The erroneous notes have to be crossed-out and any correction has to be stipulated.
State fee and fee for the announcement of commercial register records has to be paid before document submission and that can be done in any bank after providing the following requisites.
State fee is not paid in the following cases:
For making amendments to records in the commercial register if the amendments are made due to a change of administrative territory, change of boarders or names as well as change of street name or building numeration.
For making a registration record in the commercial register regarding a commercial company which is in the process of liquidation and the functions of the liquidator are carried out by a State institution.
For making amendments to records in the commercial register if the record is made on the basis of a court judgment.
For records in the commercial register which are connected with the inception, process or completion of an insolvency process.
Fee for the announcement of commercial register records is not paid in the following cases:
Record is connected with a change of administrative territory, change of boarders or names as well as change of street name or building numeration.
Record is made on the basis of a court judgment (if the court itself sends the judgment to the Commercial Register Office).
Record is connected with the liquidation process of a commercial company (if its activity has been terminated on the basis of a court judgment).
Record is connected with the liquidation of a commercial company.
A merchant has been written-off from the commercial register.
The Chief State Notary of the Register of Enterprises has the rights to issue an order on consideration of the registration application in the term specified by law and pay-back of the overpaid state fee, if the Register of Enterprises cannot consider the registration application within one working day due to the technical reasons.
Introducing the general partnership for recording in the Commercial Register, the following documents shall be submitted to the Register of Enterprises:
Application (Form 3). All the founders of the company shall sign the application. The signatures on the application shall be notarized. Also the legal capacity of these persons shall be attested. The application may be signed by another person on behalf of the founder basing on the specific notarized warrant.
Notarized sample signatures of those members of the company who are authorized to represent the company. The notarized sample signature shall be submitted, if the relevant member is a natural person. If a legal person is authorized to represent the company, the sample signature of the representative of this legal person shall not be submitted.
Receipt for the payment of the state fee for recording of the general partnership in the Commercial Register. The state fee – 100 LVL shall be paid for the recording of the general partnership in the Commercial Register. The state fee shall be paid before submission of the application and it may be effected in any bank indicating the particulars.
Receipt for the payment of the publication of the records of the Commercial Register in the official gazette "Latvijas Vēstnesis" The fee for the publication of the recording of the general partnership in the Commercial Register is 19 LVL. The publication shall be paid before the submission of the application and it may be effected in any bank, indicating the particulars. The merchant’s name and address shall be indicated as the purpose of the payment.
The application forms for the recording of the general partnership in the Commercial Register may be received in each office of the Register of Enterprises, as well as on the web page of the Register of Enterprises.
Branch is an organizationally independent unit of the undertaking that is separated territorially or otherwise from the main undertaking and where regular commercial activities are conducted on behalf of the relevant merchant.
Application and the attached documents have to be submitted to the corresponding regional department of the Register of Enterprises in accordance with the legal address of the merchant. Application may be submitted by founders or any other person authorized by the founders to do so. Application and the attached documents may be sent by mail as well.
Signature affixed to the application shall be certified by sworn notary. If there is one founder of the capital company, the signature on the application may be certified in the Register of Enterprises (requisites). Also the legal capacity of these persons shall be attested. The application may be signed by other persons on behalf of the founders basing on the specific notarized warrant.
When submitting documents for registration to the Register of Enterprises they have to be listed in the application specifying the number of copies and page count. In compliance with Paragraph 6 and 7 of the Cabinet Regulations No. 154 of the 23 April 1996, the document may not be written by pencil or in other unstable type that is technically easy to correct. Documents that have several pages have to be sewn. The document may not be erased, corrected, with non-stipulated corrections, with crossed-out words and improvements. The erroneous notes have to be crossed-out and any correction has to be stipulated.
State fee and fee for the announcement of commercial register records has to be paid before document submission and that can be done in any bank after providing the following requisites.
State fee is not paid in the following cases:
For making amendments to records in the commercial register if the amendments are made due to a change of administrative territory, change of boarders or names as well as change of street name or building numeration.
For making a registration record in the commercial register regarding a commercial company which is in the process of liquidation and the functions of the liquidator are carried out by a State institution.
For making amendments to records in the commercial register if the record is made on the basis of a court judgment.
For records in the commercial register which are connected with the inception, process or completion of an insolvency process.
Fee for the announcement of commercial register records is not paid in the following cases:
Record is connected with a change of administrative territory, change of boarders or names as well as change of street name or building numeration.
Record is made on the basis of a court judgment (if the court itself sends the judgment to the Commercial Register Office).
Record is connected with the liquidation process of a commercial company (if its activity has been terminated on the basis of a court judgment).
Record is connected with the liquidation of a commercial company.
A merchant has been written-off from the commercial register.
The Chief State Notary of the Register of Enterprises has the rights to issue an order on consideration of the registration application in the term specified by law and pay-back of the overpaid state fee, if the Register of Enterprises cannot consider the registration application within one working day due to the technical reasons.
Introducing the branch of the Latvian merchant for recording in the Commercial Register, the following documents shall submitted to the Register of Enterprises:
Receipt for the payment of the state fee for recording the branch in the Commercial Register.
Receipt for the payment of the publication of the records of the Commercial Register in the official gazette "Latvijas Vēstnesis".
The application forms may be received in any office of the Register of Enterprises, as well as on the web page of the Register of Enterprises.
The application shall be signed by the individual merchant him/herself or by his/her contracted representative, legal or contracted representatives of the commercial company.
The fee for the publication of the recording of the branch of the Latvian merchant in the Commercial Register is 13 LVL.
Paying the regular state fee, the application will be considered within 3 working days.
Paying the threefold state fee, the application will be considered within 1 working day.
Branch of the foreign merchant is an organizationally independent unit of the undertaking that is separated territorially from the main undertaking and where regular commercial activities are conducted on behalf of the relevant merchant.
Application and the attached documents have to be submitted to the corresponding regional department of the Register of Enterprises in accordance with the legal address of the merchant. Application may be submitted by founders or any other person authorized by the founders to do so. Application and the attached documents may be sent by mail as well.
Signature affixed to the application shall be certified by sworn notary. If there is one founder of the capital company, the signature on the application may be certified in the Register of Enterprises (requisites). Also the legal capacity of these persons shall be attested. The application may be signed by other persons on behalf of the founders basing on the specific notarized warrant.
When submitting documents for registration to the Register of Enterprises they have to be listed in the application specifying the number of copies and page count. In compliance with Paragraph 6 and 7 of the Cabinet Regulations No. 154 of the 23 April 1996, the document may not be written by pencil or in other unstable type that is technically easy to correct. Documents that have several pages have to be sewn. The document may not be erased, corrected, with non-stipulated corrections, with crossed-out words and improvements. The erroneous notes have to be crossed-out and any correction has to be stipulated.
State fee and fee for the announcement of commercial register records has to be paid before document submission and that can be done in any bank after providing the following requisites.
State fee is not paid in the following cases:
For making amendments to records in the commercial register if the amendments are made due to a change of administrative territory, change of boarders or names as well as change of street name or building numeration.
For making a registration record in the commercial register regarding a commercial company which is in the process of liquidation and the functions of the liquidator are carried out by a State institution.
For making amendments to records in the commercial register if the record is made on the basis of a court judgment.
For records in the commercial register which are connected with the inception, process or completion of an insolvency process.
Fee for the announcement of commercial register records is not paid in the following cases:
Record is connected with a change of administrative territory, change of boarders or names as well as change of street name or building numeration.
Record is made on the basis of a court judgment (if the court itself sends the judgment to the Commercial Register Office).
Record is connected with the liquidation process of a commercial company (if its activity has been terminated on the basis of a court judgment).
Record is connected with the liquidation of a commercial company.
A merchant has been written-off from the commercial register.
The Chief State Notary of the Register of Enterprises has the rights to issue an order on consideration of the registration application in the term specified by law and pay-back of the overpaid state fee, if the Register of Enterprises cannot consider the registration application within one working day due to the technical reasons.
Introducing a branch of the foreign merchant for recording in the Commercial Register, the following documents shall be submitted to the Register of Enterprises:
Application (Form 7). The application shall be signed by the foreign merchant or by his/her legal or contracted representatives who have to attach the justifying documents. The application forms may be received in any office of the Register of Enterprises, as well as on the web page of the Register of Enterprises. The application may be submitted by any person who is authorized to do it or sending the application and the attached documents by post. The person who submits the documents shall present an identification document.
Document that attests registration of the merchant in the relevant foreign country or a notarized copy of this document, if the law of the state of location of the merchant provides for the recording of the merchant in the register.
Permission to establish a branch, if the law provides for.
Notarized copies of the articles of association, memorandum of association or documents equal to them of the foreign merchant.
Document that attests the authorization of the person to represent the foreign merchant in all the activities related to the branch and the amount of this authorization.
Receipt for the payment of the state fee for recording the branch in the Commercial Register. The fee 20 LVL shall be paid for the recording the branch of the foreign merchant in the Commercial Register. The state fee shall be paid before the submission of the application and it may be effected in any bank, indicating the particulars.
Receipt for the payment of the publication of the records of the Commercial Register in the official gazette "Latvijas Vēstnesis" The fee for the publication of the recording of the the branch of the foreign merchant in the Commercial Register is 13 LVL. The publication shall be paid before the submission of the application and it may be effected in any bank, indicating the particulars.
Paying the regular state fee, the application will be considered within 3 working days.
Paying the threefold state fee, the application will be considered within 1 working day.
Documents to be Submitted to the Commercial Register for Making Amendments
1) The individual merchant shall inform on all the changes in the information that is indicated on the individual merchant in the records of the Commercial Register.
Following documents shall be submitted:
Form 18, where the relevant information is indicated.
Receipt for the payment of the state fee.
Receipt for the payment of the announcement in the official gazette "Latvijas Vēstnesis".
2) Deletion of the individual merchant from the Commercial Register.
Notarized sample signature of the liquidator (If the liquidator is appointed in the company and he/she is not a member of the company having the representation rights).
Court adjudication or liquidator’s notice (If the information recorded in the Commercial register is changed in compliance with the court adjudication or liquidator’s notice).
Extract of the Minutes of the meeting of shareholders.
Provisions for increase of the equity capital.
Articles of association in the new wording (3 copies).
Amendments to the articles of association.
Applications of shareholders or third persons for acquisition of shares (If the equity capital is increased emitting new shares. Except, if new shares are emitted after the approval of the annual report or economic activity report in shorter time period than a year. In the above-mentioned case the positive difference between the capital and the sum that is formed by the equity capital and reserve that in compliance with the law may not be included for the increase of the equity capital, shall be partially or fully included in the equity capital).
If the equity capital is increased by money contributions, the bank notice or other document (e.g. payment order or cash receipt) for payment of the share, if it is already effected.
In case of material contributions – the documents that attest the value of the contributions (expert’s opinion) and its transfer to the company, if the property is already transferred.
Attestation that there are no significant challenges that could influence the value of the property contributions. In case the property contributions are made by transferable securities and financial market instruments that are included in the regulated market registered (licensed) in the Member State of the European Union or the state of the European Economic Area at least two years before the day of signing of the memorandum of association or taking of the decision on the increase of the equity capital.
Copy of the updated company register of shareholders.
List of those shareholders (with signatures) who have voted against the increase of the equity capital that occurred after the approval of the annual report or economic activity report in shorter time period than a year.
Receipt for the payment of the state fee.
Receipt for the payment of the announcement in the official gazette "Latvijas Vēstnesis".
SC shall submit the following documents:
Form 18, Paragraph 3.9 shall be fulfilled.
Extract of the Minutes of the meeting of stockholders including the decision on increase of the equity capital.
Provisions for increase of the equity capital.
Articles of association in the new wording (3 copies).
Amendments to the articles of association.
Attestation of the board of directors on the payment status of the equity capital.
Documents that attest the evaluation of each object of the property contributions and its transfer to the company (If the payment is effected by the property contributions).
Attestation that there are no significant challenges that could influence the value of the property contributions.(In case the property contributions are made by transferable securities and financial market instruments that are included in the regulated market registered (licensed) in the Member State of the European Union or the state of the European Economic Area at least two years before the day of signing of the memorandum of association or taking of the decision on the increase of the equity capital).
Extract of the Minutes of the meeting of the board of directors on increase of the equity capital and the extract of the Minutes of the meeting of the council including the decision to permit the board of directors to increase the equity capital (If the equity capital is increased basing on the authorization specified in the articles of association and meeting of stockholders; the authorization of the board of directors to increase the equity capital does not refer to the increase of the equity capital, if the new emitted stocks are used for specific purpose.
Receipt for the payment of the state fee.
•Receipt for the payment of the announcement in the official gazette "Latvijas Vēstnesis"
4) Reduction of the equity capital:
1st stage
When the decision on reduction of the equity capital is taken, the following documents shall be submitted:
Extract of the Minutes of the meeting of shareholders (stock holders).
Provisions for reduction of the equity capital.
2nd stage
Registration of the reduction of the equity capital in the Commercial Register. When the term for application of the creditor claims has expired (but no later than six month after the day of taking decision on reduction of the equity capital) and the claims are secured. The following documents shall be submitted:
Extract of the Minutes of the meeting of shareholders including the relevant decision (If information is changed in compliance with the decision of the meeting of shareholders) or notice of the member of the board of directors (If the member of the board of directors is leaving the post upon his/her own initiative).
Written acceptance of the member of the board of directors to be a member of the board of directors (If a new member of the board of directors is appointed, including, the previous one is appointed for the new term) – if only the relevant member of the board of directors has not already signed the registration application.
Notarized sample signature (If a new person is elected in the composition of the board of directors whose sample signature has not yet been submitted)
Receipt for the payment of the state fee(10 Ls).
Receipt for the payment of the announcement in the official gazette "Latvijas Vēstnesis"(6,50 Ls).
6) Changes in the composition of the council (If it exists):
Copy of the updated company register of shareholders.
Document that attests the transfer of the shares (If the company register of shareholders is not signed by the person who has alienated the shares and the person who has obtained the shares.
Notice from the State Revenue Service that there are no tax debts.
Final financial report of liquidation.
Plan for division of the remaining property (Shall not be submitted if the company has not property, the relevant information shall be indicated in the registration application).
Original registration certificate (If it is not possible to submit – the application on this fact shall be submitted).
Receipt for the payment of the state fee.
* The application shall be submitted no earlier than three month after the starting of the liquidation (If the company has property no earlier than after 6 month).
Attention, a novelty! The application on deletion of the stock company or limited liability company of one founder from the Commercial Register in the 2nd stage upon client’s initiative may be considered within one working day, the state fee – 10 LVL shall be paid.
Relevant decision of the meeting of shareholders (stockholders), court adjudication or liquidator’s notice (If the information recorded in the Commercial Register is changed in compliance with the decision of the meeting of shareholders (stockholders), court adjudication or liquidator’s notice).
A document which certifies the relevant changes (if the relevant document is in a foreign language, a notarised translation into Latvian language must be attached. Public documents must be validated).
A receipt for paying the State fee.
A receipt for paying for the publication of the announcement in the newspaper "Latvijas Vēstnesis".
2) Changes in persons who are authorised to represent a foreign merchant in activities which are associated with a branch or a change in the scope of this authorisation.
A document which certifies the changes in the composition of the authorised persons or in the scope of their authorisation (if the relevant document is in a foreign language, a notarised translation into Latvian language must be attached. Public documents must be validated).
A receipt for paying the State fee.
A receipt for paying for the announcement in the newspaper "Latvijas Vēstnesis".
3) Changes in the information about a foreign merchant who has founded a branch.
A receipt for paying for the announcement in the newspaper "Latvijas Vēstnesis".
4) Changes in foreign merchant’s articles of association, memorandum of association or a document equivalent to such whose copy is in the Register of Enterprises.
A notarised copy of the amendments or the new wording of the relevant document .*
* If the relevant document is in a foreign language, a translation into Latvian language must be attached which has been certified by a sworn translator or a sworn notary. If this document is public, it must be validated and its translation must be notarised
A notice from the board of directors regarding the legal address (it applies to capital companies if the board of directors have not signed the application for registration).
A receipt for paying the State fee.
A receipt for paying for the publication of the announcement in the newspaper "Latvijas Vēstnesis".
* If the legal address is changed for a partnership, the application shall be signed by all members of the partnership.
2. Changes in the information about a branch of a merchant registered in Latvia.
The text of amendments in a draft reorganisation agrement.
A receipt for paying the State fee.
A receipt for paying for the announcement in the newspaper "Latvijas Vēstnesis".
8. Other amendments.
If it is necessary to notify regarding information not mentioned above which according to the Commercial Law and other legislation must be recorded in the Commercial Register, or about amendments to the information recorded in the Commercial Register, you must submit:
Form 18 by filling in the division of the form specified in the section 2 of the form or section 3.17 (if the relevant changes are not directly referred to in section 2).
A receipt for paying the State fee.
A receipt for paying for the publication of the announcement in the newspaper Latvijas Vēstnesis.
For capital companies - an extract of the minutes of the meeting of shareholders with the relevant decision, if the basis for the information to be recorded in the Commercial Register is the decision of the meeting of shareholders.
A court adjudication or a decision of a competent State institution, if the basis for the information to be recorded is a court adjudication or decision of the relevant authority.
The amount of State fees and the procedures for paying
registering amendments to documents of incorporation 10.
registering amendments to the draft reorganisation agreement (adding to the file) 10.
registering the register of the shareholders (adding to the file) 10.
recording issuance and termination of a procuration in the Commercial Register or changes in the information about a proctor 10*.
entering the record of the board of directors 10*.
entering the record of the council 10*.
entering the record of the legal address 10*.
entering and amending other records in the Commercial Register 10*.
issuing a duplicate of a registration certificate 10.
* If two or more recordings marked with “*” are declared for registering in the Commercial Register, it is necessary to pay 15 lats. For example, if changes in the composition of the board of directors and issuance of a procuration are declared together, you must pay not 10+10=20, but 15.
The State fee must be paid before submitting the application and can be paid in any bank institution indicating the details.
You do not need to pay the State fee:
for amending a record in the Commercial Register if the ammendment is associated with a reorganisation of administrative territories, a change in their boundaries or name, as well as with a change in naming of a street or numbering of a building.
for entering a record in the Commercial Register about a commercial company in whose liquidation procedures a State institution performs the function of a liquidator.
for amending a record in the Commercial Register if the record is entered on the basis of a court adjudication.
for entering a record in the Commercial Register which is associated with the initiation, the course and the termination of the insolvency proceedings.
The payment for the promulgation of entering or amending any records in the Commercial Register and for promulgation of amendments to documents of incorporation is 8 LVL.
The publication must be paid before submitting the application and it can be paid in any bank institution indicating the details of VSIA Latvijas Vēstnesis.
You do not need to make the payment for promulgating the records of the Commercial Register in such cases:
the record is associated with a reorganisation of administrative territories, a change in their boundaries or name, as well as with a change in naming of a street or numbering of buildings.
the record is made on the basis of a court adjudication (if it is sent to the Commercial Register Office by the court itself).
the record is associated with the insolvency proceedings of a commercial company if the function of an administrator is performed by the Commercial Register Office.
the record is associated with liquidation procedures of a commercial company if its operations are terminated on the basis of a court adjudication.
the record is associated with liquidation of a commercial company.
the merchant is deleted from the Commercial Register.
During divestiture, the dividing company transfers part of its property to one or more acquiring companies. In the case of divestiture, the dividing company shall continue to exist.
In the case of divestiture, all the shareholders of the dividing company or part of them become shareholders of the acquiring company, or the dividing company becomes the sole shareholder of the acquiring company.
What to do?
All the companies companies involved in the reorganisation process shall prepare a draft reorganisation agreement in accordance with Section 338 of the Commercial Law;
Each company involved in the reorganisation shall submit a notice of reorganisation to the Register of Enterprises, with the draft agreement appended, as well as a receipt for paying the State fee (10 lats) and a receipt which certifies the payment for the publication of the announcement in the newspaper Latvijas Vēstnesis (8 lats).
The company appoints any auditor who is included in the Commercial Register approved list except in cases when an examination by an auditor is not mandatory. The companies involved in the reorganisation process may elect one auditor for all the companies. To the application they must attach the minutes of the meeting of shareholders with a decision regarding the appointment of an auditor. The main duties of an auditor are: 1) to examine the draft agreement of reorganisation (Section 340 and 341 of the Commercial Law) and 2) to determine whether the property of the dividing company is sufficient to increase the equity capital of the acquiring company if the acquiring company as a result of a reorganisation shall increase its equity capital (Section 372 and 377 of the Commercial Law). An auditor may not examine a draft reorganisation agreement if it is agreed to by all the shareholders of a limited liability company involved in the reorganisation (Section 368) or by all the members of a partnership (Section 363 of the Commercial Law). An auditor may not examine the reorganisation agreement of the dividing company if all the capital shares (stocks) of the dividing company are owned by the acquiring company (Paragraph 3 of the Section 340).
Each of the companies involved in the reorganisation shall prepare a reorganisation prospectus in accordance with section 339 of the Commercial Law. A prospectus need not be prepared if: 1) a limited liability company or a stock company is involved in a reorganisation if all of its shareholders agree to it – Section 367 of the Commercial Law. 2) if all the members of a partnership have the authority to manage the partnership or agree that a prospectus is not to be prepared (Section 362 of the Commercial Law).
After the auditor has performed the examination of the reorganisation (if it was mandatory) and the company shareholders have become acquainted to the reorganisation documents, a decision shall be taken in accordance with the provisions of Section 343 of the Commercial Law and the general procedures in which the relevant type of companies shall take decisions. In case of necessity amendments shall be made in in the articles of association of a capital company or in a partnership agreement (Commercial Law, Section 343). On the basis of the decision regarding reorganisation the relevant company shall enter into a reorganisation agreement.
Creditor protection measures – within fifteen days from the day when a decision is taken regarding reorganisation, each of the companies involved in the reorganisation process shall inform all of its known creditors which have had claim rights against the company up to the day of taking the decision regarding reorganisation as well as publish a notice in the newspaper Latvijas Vēstnesis in accordance with Section 345 of the Commercial Law.
The dividing company shall secure the claims of creditors if so requested and submitted by them within the time period in the notice referred to. Creditors of the acquiring company may request to have their claims secured only if they can prove that the reorganisation threatens the satisfaction of their claims.
Not earlier than three months after the day when the notice is published, each of the companies involved in the reorganisation process shall submit an application to the Commercial Register Office in accordance with the Section 347 of the Commercial Law in order that the recording of the reorganisation is made in the Commercial Register.
Documents to be submitted (Section 347 of the Commercial Law)
Each of the companies involved in the reorganisation shall submit the following documents:
an extract of the minutes and the decision regarding reorganisation.
the list of the shareholders who voted against the reorganisation.
the prospectus (if the law requires its preparation).
the opinion of the auditor (if it was mandatory for the auditor to examine the reorganisation agreement in the relevant company).
the opinion of the auditor whether the relevant part of the property for the dividing company is sufficient to increase the equity capital of the acquiring company (if the acquiring company shall increase its equity capital).
A receipt for paying the State fee – Ls 20 (for each of the companies involved in the reorganisation).
A receipt for paying for the publication of the annnouncement in the newspaper "Latvijas Vēstnesis" – Ls 6,50.
If in the process of reorganisation besides the mandatory amendments any other amendments are made which need to be registered, they must be submitted according to the general procedures. For example, if the articles of association are amended, the relevant company shall submit the amendments in the articles of association and the text of the articles of association in the actual wording.
During divestiture, the dividing company transfers part of its property to one acquiring company or several such companies. In the case of divestiture, the dividing company shall continue to exist.
In the case of divestiture, all the shareholders of the dividing company or part of them become shareholders of the acquiring company, or the dividing company becomes the sole shareholder of the acquiring company.
What to do?
A draft decision regarding must be prepared (Paragraph 3 of Section 355).
The dividing company shall submit a notice of reorganisation to the Register of Enterprises with the draft agreement appended, as well as a receipt for paying the State fee (10 lats) and a receipt which certifies the payment for the publication of the announcement in the newspaper Latvijas Vēstnesis (8 lats).
The company appoints any auditor who is included in the Commercial Register approved list except in cases when an examination by an auditor is not mandatory. The companies involved in the reorganisation process may elect one auditor for all the companies. To the application they must attach the minutes of the meeting of shareholders with a decision regarding the appointment of an auditor.
The main duties of an auditor are: 1) to examine the draft agreement of reorganisation (Section 340 and 341 of the Commercial Law) and 2) to determine whether the property of the dividing company is sufficient to form the equity capital of the acquiring company (Section 372 and 377 of the Commercial Law). An auditor may not examine a draft reorganisation agreement if it is agreed to by all the shareholders of a limited liability company involved in the reorganisation (Section 368) or by all the members of a partnership (Section 363 of the Commercial Law).
The dividing company shall prepare a reorganisation prospectus in accordance with section 339 of the Commercial Law. A prospectus need not be prepared by the company if: 1) a limited liability company or a stock company is involved in a reorganisation if all of its shareholders agree to it (Section 367 of the Commercial Law); 2) if all the members of a partnership have the authority to manage the partnership or agree that a prospectus is not to be prepared (Section 362 of the Commercial Law).
After the auditor has performed the examination of the reorganisation (if it was mandatory) and the company shareholders have become acquainted to the reorganisation documents, a decision shall be taken in accordance with the provisions of Section 343 of the Commercial Law and the general procedures in which the relevant type of companies shall take decisions.
Creditor protection measures – within fifteen days from the day when a decision is taken regarding reorganisation, each of the companies involved in the reorganisation process shall inform all of its known creditors which have had claim rights against the company up to the day of taking the decision regarding reorganisation as well as publish a notice in the newspaper Latvijas Vēstnesis in accordance with Section 345 of the Commercial Law.
The dividing company shall secure the claims of creditors if so requested and submitted by them within the time period in the notice referred to.
The board of directors of the dividing company (the manager if the dividing company is a partnership) within the time period specified in the decision regarding reorganisation shall convene a meeting of shareholders of the newly founded capital company which shall approve the articles of association of the newly founded company, elect the administrative institutions and perform other activities which are necessary in founding a company in accordance with Paragraph 5 of Section 355 of the Commercial Law and the Commercial Law provisions regarding founding of companies. If the acquiring newly founded company is a partnership, its shareholders shall enter into a partnership agreement.
Not earlier than three months after the day when the notice is published, the dividing company shall submit an application to the Commercial Register Office in accordance with the Section 347 of the Commercial Law in order that the recording of the reorganisation is made in the Commercial Register as well as of registering the newly founded company in the Commercial Register (Commercial Law, Sections 78, 149).
Documents to be submitted (Section 347 of the Commercial Law)
Application form 12 and4 (if a new capital company is being founded) or No 3 (if the newly founded company is a partnership).
an extract of the minutes and the decision regarding reorganisation (3 copies).
the list of the shareholders who voted against the reorganisation.
the prospectus, if the law requires its preparation.
the articles of association of the newly founded company (3 copies).
a list of members of the board of directors for the newly founded company or a list of the members of a partnership who have the right to represent the partnership and notarised sample signatures.
the list of council members of the newly founded company (if the company is to have a council).
a written consent of each member of the board of directors and the council to be its member.
a notice from the board of directors of the newly founded capital company regarding the legal address of the company.
the opinion of the auditor regarding the decision on reorganisation (if the auditor has examined the decision) and whether the property of the dividing company is sufficient for the formation of the equity capital of the acquiring company (3 copies).
receipts: for paying the State fee for registering the new company in the Commercial Register – Ls 100 (for a limited liability company and a partnership) or Ls 250 (for a stock company), for paying the State fee for reorganisation Ls 20, for publication in the newspaper"Latvijas Vēstnesis" – Ls 6,50 (for reorganisation) + Ls 19 (for a new commercial company).
If in the process of reorganisation besides the mandatory amendments any other amendments are made which need to be registered, they must be submitted according to the general procedures. For example, if the articles of association are amended, the relevant company shall submit the amendments in the articles of association and the text of the articles of association in the actual wording.
Restructuring is a process in which one type of company (the restructured company) is restructured into a different type of company (the acquiring company).
What to do?
In accordance with Section 357 of the Commercial Law you shall prepare a draft decision regarding restructuring where the information referred to in Section 338, Paragraph two of the Commercial Law shall be indicated, and in addition the type of acquiring company. Attachment to the decision - the draft articles of association or partnership agreement (if the acquiring company is a partnership) of the acquiring company;
You shall submit a notice of reorganisation to the Register of Enterprises. To the notice you shall append the draft agreement and the draft articles of association or partnership agreement of the acquiring company as well as a receipt for paying the State fee (10 lats) and a receipt which certifies the payment for the publication of the announcement in the newspaper Latvijas Vēstnesis (8 lats);
The company appoints any auditor who is included in the Commercial Register approved list except in cases when an examination by an auditor is not mandatory. To the application they must attach the minutes of the meeting of shareholders with a decision regarding the appointment of an auditor;
The main duties of an auditor are: 1) to examine the draft agreement (decision) of reorganisation (Section 340 and 341 of the Commercial Law) and 2) to determine whether the property of the dividing company is sufficient to form the equity capital if the acquiring company is a capital company (Section 360). An auditor may not examine a draft reorganisation agreement if it is agreed to by all the shareholders of a limited liability company involved in the reorganisation (Section 368) or by all the members of a partnership (Section 363 of the Commercial Law).
oIf a limited liability company is restructured as a stock company or a stock company as a limited liability company, and the equity capital is not being changed, it is not necessary to determine whether the property of the dividing company is sufficient to form the equity capital, so the opnion of the auditor is no t necessary.
A reorganisation prospectus shall be prepared in accordance with section 339 of the Commercial Law. a prospectus need not be prepared by the company if: 1) a limited liability company or a stock company is involved in a reorganisation if all of its shareholders agree to it (Section 367 of the Commercial Law); 2) if all the members of a partnership have the authority to manage the partnership or agree that a prospectus is not to be prepared (Section 362 of the Commercial Law).
After the auditor has performed the examination of the reorganisation (if it was mandatory) and the company shareholders have become acquainted to the reorganisation documents, a decision shall be taken in accordance with the provisions of Section 343 of the Commercial Law and the general procedures in which the relevant type of companies shall take decisions. Simultaneously the articles of asssociation or the partnership agreement of the acquiring company shall be approved.
oIf the acquiring company is a limited liability company or a stock company, the council, board of directors, and an auditor shall be elected, if it is necessary in accordance with the articles of association or the law (Paragraph 4 and 5 of the Section 357 of the Commercial Law).
Creditor protection measures – within fifteen days from the day when a decision is taken regarding reorganisation, each of the companies involved in the reorganisation process shall inform all of its known creditors which have had claim rights against the company up to the day of taking the decision regarding reorganisation as well as publish a notice in the newspaper "Latvijas Vēstnesis" in accordance with Section 345 of the Commercial Law.
oIf a capital company is restructured as a partnership, the creditors do not have the rights to request the security provided for in the Paragraph 3 of the Section 345 of the Commercial Law (Section 359 of the Commercial Law).
Not earlier than three months after the day when the notice is published, the restructured company shall submit an application to the Commercial Register Office in accordance with the Section 347 of the Commercial Law in order that the recording of the reorganisation is made in the Commercial Register as well as of registering the acquiring company in the Commercial Register (Commercial Law, Section149).
Documents to be submitted: (Section 347 of the Commercial Law)
After all of the above-mentioned activities have been performed, the following documents shall be submitted to the Register of Enterprises:
application forms 4 (if a limited liability company or a stock company is being founded as a result of the restructuring) or 3 (a partnership or a limited partnership) and 9.
an extract of the minutes and the decision regarding reorganisation.
the list of the shareholders who voted against the reorganisation.
the prospectus (if the preparation of a prospectus is necessary).
the opinion of the auditor regarding the draft decision (if the examination is necessary) and whether the material contributions are sufficient (if necessary).
the articles of association of the acquiring capital company or a partnership agreement (3 copies).
a list of members of the board of directors for the acquiring company or a list of the members of a partnership who have the right to represent the partnership and their notarised sample signatures and consent to be the members of the board of directors.
the list of council members of the acquiring company (if the company is to have a council) and their consent to be members of the council.
receipts: 1) Ls 50 (for the reorganisation), 2) for publication in the newspaper "Latvijas Vēstnesis" – Ls 6,50.
Acquisition is a process in which a company (the acquired company) transfers all of its property to another company (the acquiring company) and ceases to exist without liquidation procedures.
The rights and obligations of the acquired company are transferred to the acquiring company and the shareholders of the acquired companies shall become shareholders of the acquiring company.
What to do?
Each company involved in the reorganisation process shall prepare a draft reorganisation agreement in accordance with Section 338 of the Commercial Law.
If the acquiring company is a partnership in addition to the information referred to in Section 338, Paragraph two of this Law, the status of each shareholder of the acquired or dividing company (general partner or limited partner) in the acquiring company, as well as the amount of their shares.
If the acquiring company is a limited liability company or a stock company which has only bearer stock and if there is no information regarding stockholders or debenture holders who own convertible debentures of the acquired, dividing or restructured company, the numbers and the par value of stock or debentures shall be indicated in the place of the names of the shareholders or stockholders in the register of shareholders of the acquiring company or register of stockholders (Paragraph 1 of Section 378 of the Commercial Law).
If in the situation described in the previous subparagraph the acquiring company is a partnership, the information mentioned above shall be reflected in the reorganisation agreement and the application to the Commercial Register Office (Section 378, Paragraph 2 of the Commercial Law).
Each company involved in the reorganisation process shall submit a notice of reorganisation to the Register of Enterprises with the draft agreement appended, as well as a receipt for paying the State fee (10 lats) and a receipt which certifies the payment for the publication of the announcement in the newspaper "Latvijas Vēstnesis" (Ls 6,50).
The company appoints any auditor who is included in the Commercial Register approved list except in cases when an examination by an auditor is not mandatory. The companies involved in the reorganisation process may elect one auditor for all the companies. To the application they must attach the minutes of the meeting of shareholders with a decision regarding the appointment of an auditor.
The main duties of an auditor are: 1) to examine the draft agreement of reorganisation (Section 340 and 341 of the Commercial Law) and 2) to determine whether the property of the dividing company is sufficient to increase the equity capital of the acquiring company if the acquiring company is a capital company which as a result of a reorganisation must increase its equity capital (Section 372 and 377 of the Commercial Law).
An auditor may not examine a draft reorganisation agreement if it is agreed to by all the shareholders of a limited liability company involved in the reorganisation (Section 368) or by all the members of a partnership (Section 363 of the Commercial Law).
The auditor shall not examine the draft agreement of the dividing company if all the capital shares of the acquired company are owned by the acquiring company (Paragraph 3 of Section 340).
Each company involved in the reorganisation process shall prepare a reorganisation prospectus in accordance with section 339 of the Commercial Law.
A prospectus need not be prepared by the company if: 1) a limited liability company or a stock company is involved in a reorganisation if all of its shareholders agree to it (Section 367 of the Commercial Law), 2) if all the members of a partnership have the authority to manage the partnership or agree that a prospectus is not to be prepared (Section 362 of the Commercial Law).
After the auditor has performed the examination of the reorganisation (if it was mandatory) and the company shareholders have become acquainted to the reorganisation documents, a decision shall be taken in accordance with the provisions of Section 343 of the Commercial Law and the general procedures in which the relevant type of companies shall take decisions. Simultaneously, if it is necessary, the necessary amendments shall be made to the articles of association of a capital company or to the partnership agreement. On the basis of the decision regarding reorganisation the relevant company shall enter into a reorganisation agreement.
Creditor protection measures – within fifteen days from the day when a decision is taken regarding reorganisation, each of the companies involved in the reorganisation process shall inform all of its known creditors which have had claim rights against the company up to the day of taking the decision regarding reorganisation as well as publish a notice in the newspaper Latvijas Vēstnesis in accordance with Section 345 of the Commercial Law.The acquired company shall secure the claims of creditors if so requested and submitted by them within the time period in the notice referred to. Creditors of the acquiring company may request to have their claims secured only if they can prove that the reorganisation threatens the satisfaction of their claims.
Not earlier than three months after the day when the notice is published, each of the companies involved in the reorganisation process shall submit an application to the Commercial Register Office in accordance with the Section 347 of the Commercial Law in order that the recording of the reorganisation is made in the Commercial Register.
Documents to be submitted (Section 347)
Each of the companies involved in the reorganisation shall submit the following documents (1 copy):
reorganisation agreement or its appropriately certified copy.
an extract of the minutes and the decision regarding reorganisation.
the list of the shareholders who voted against the reorganisation.
the prospectus if the law requires its preparation.
the opinion of the auditor regarding the draft reorganisation agreement (if an examination by an auditor was mandatory in the relevant company).
the opinion of the auditor whether the relevant part of the property for the acquired company is sufficient (if the acquiring company is a capital company which as a result of reorganisation shall increase its equity capital).
a closing financial account of the acquired company (it shall be submitted by the acquired company).
amendments to the articles of association of the aquiring company if they are made.
a receipt for paying the State fee – Ls 20 (for each of the companies involved in the reorganisation).
a receipt for paying for the publication of the annnouncement in the newspaper "Latvijas Vēstnesis" – Ls 6,50 (jointly for all the companies involved in the reorganisation).
Consolidation is a process in which two or more companies (acquired companies) transfer all of their property to a newly founded company (the acquiring company) and cease to exist without liquidation procedures.
All the rights and obligations of the acquired companies are transferred to the acquiring company.
The shareholders of the acquired companies shall become shareholders of the acquiring company.
What to do?
Each of the companies involved in the reorganisation process shall prepare a draft reorganisation agreement in accordance with Section 338 of the Commercial Law. The firm name and legal address of the acquiring company shall be indicated in addition to the information referred to in Paragraph 2 of Section 338. To the agreement shall be appended the founding company’s draft articles of association or, if the acquiring company is a partnership – the partnership agreement which shall be approved by decisions regarding reorganisation of meetings of the shareholders of all the acquired companies.
Each company involved in the reorganisation shall submit a notice of reorganisation to the Register of Enterprises, with the draft agreement and the aquiring company’s draft articles of association or the draft partnership agreement appended, as well as a receipt for paying the State fee (10 lats) and a receipt which certifies the payment for the publication of the announcement in the newspaper "Latvijas Vēstnesis" (Ls 6,50).
The company appoints any auditor who is included in the Commercial Register approved list except in cases when an examination by an auditor is not mandatory. The companies involved in the reorganisation process may elect one auditor for all the companies. To the application they must attach the minutes of the meeting of shareholders with a decision regarding the appointment of an auditor.
The main duties of an auditor are: 1) to examine the draft agreement of reorganisation (Section 340 and 341 of the Commercial Law) and 2) to determine whether the property of the acquired company is sufficient to increase the equity capital of the acquiring company if the acquiring company is a capital company (Section 372 and 377 of the Commercial Law).
An auditor may not examine a draft reorganisation agreement of the relevant company if it is agreed to by all the shareholders of a limited liability company involved in the reorganisation (Section 368) or by all the members of a partnership (Section 363 of the Commercial Law).
Each company involved in the reorganisation process shall prepare a reorganisation prospectus in accordance with section 339 of the Commercial Law.
A prospectus need not be prepared by the company if: 1) a limited liability company or a stock company is involved in a reorganisation if all of its shareholders agree to it (Section 367 of the Commercial Law), 2) if all the members of a partnership have the authority to manage the partnership or agree that a prospectus is not to be prepared (Section 362 of the Commercial Law).
After the auditor has performed the examination of the reorganisation (if it was mandatory) and the company shareholders have become acquainted to the reorganisation documents, each of the companies involved in the reorganisation process shall take a decision in accordance with the provisions of Section 343 of the Commercial Law and the general procedures in which the relevant type of companies shall take decisions. On the basis of the decision regarding reorganisation the relevant company shall enter into a reorganisation agreement.
In founding a new company, the provisions for the founding of the relevant type of company shall be applied. Therefore the information which must be indicated in capital company’s memorandum of association (Section 143 of the Commercial Law) or in a partnership agreement must be indicated in the reorganisation agreement. However, the shareholders of the acquiring company may enter into a separate capital company’s memorandum of association or a partnership agrement.
The articles of association of the newly founded company or the partnership agreement accordingly shall be approved by the meeting of each acquired company.
Creditor protection measures – within fifteen days from the day when a decision is taken regarding reorganisation, each of the companies involved in the reorganisation process shall inform all of its known creditors which have had claim rights against the company up to the day of taking the decision regarding reorganisation as well as publish a notice in the newspaper Latvijas Vēstnesis in accordance with Section 345 of the Commercial Law.
The acquired company shall secure the claims of creditors if so requested and submitted by them within the time period in the notice referred to.
Not earlier than three months after the day when the notice is published, each of the companies involved in the reorganisation process shall submit an application to the Commercial Register Office in accordance with the Section 347 of the Commercial Law in order that the recording of the reorganisation is made in the Commercial Register and a joint application for registering the acquiring company in the Commercial Register.
Documents to be submitted (Section 347)
All of the acquired companies shall jointly notify the registration of the consolidation and registering the acquiring society in the Commercial Register in submitting the following documents:
application form 10, 4 (if the acquiring company is a capital company) or 3 (if the acquiring company is a partnership).
reorganisation agreement or its appropriately certified copy.
extracts from the minutes and the decisions regarding reorganisation taken by the meeting of shareholders of each of the companies.
the prospectus if the law requires its preparation.
the list of the shareholders who voted against the reorganisation.
the opinion of the auditor regarding the draft reorganisation agreement (if an examination by an auditor was mandatory in the relevant company).
the opinion of the auditor whether the property of the acquired company is sufficient for the formation of the equity capital of the acquiring company (if the acquiring company is a capital company).
the articles of association of the newly founded company.
a list of members of the board of directors for the newly founded company or a list of the members of a partnership who have the right to represent the partnership and notarised sample signatures.
the list of council members of the newly founded company (if the company is to have a council).
a written consent of each member of the board of directors and the council to be its member.
a written consent of an auditor to be an auditor in the newly founded capital company.
a receipt for paying the State fee: Ls 20 for each of the companies involved in the reorganisation process and Ls 100 (if the acquiring company is a limited liability company and a partnership) or Ls 250 (if the acquiring company is a stock company).
a receipt for publication in the newspaper "Latvijas Vēstnesis": Ls 19 + 6,50 (for recording the reorganisation and registering the acquiring company).
Splitting up is a process in which the dividing company transfers all of its property to two or more acquiring companies and ceases to exist without liquidation procedures.
Shareholders of the dividing company shall become shareholders of the acquiring company in accordance with a decision regarding reorganisation.
The acquring company may be already existing or new.
What to do?
Each of the companies involved in the reorganisation process shall prepare a draft reorganisation agreement in accordance with Section 338 of the Commercial Law. If when a company is being divided, a new acquiring company is founded and no other already existing company is involved in the reorganisation, the dividing company shall take a decision regarding division, which shall substitute for the reorganisation agreement in accordance with Paragraph 3, Section 335 of the Commercial Law.
Each company involved in the reorganisation shall submit a notice of reorganisation to the Register of Enterprises, with the draft agreement (decision) appended, as well as a receipt for paying the State fee (10 lats) and a receipt which certifies the payment for the publication of the announcement in the newspaper Latvijas Vēstnesis (8 lats).
The company appoints any auditor who is included in the Commercial Register approved list except in cases when an examination by an auditor is not mandatory. The companies involved in the reorganisation process may elect one auditor for all the companies. To the application they must attach the minutes of the meeting of shareholders with a decision regarding the appointment of an auditor.
The main duties of an auditor are: 1) to examine the draft agreement of reorganisation (Section 340 and 341 of the Commercial Law) and 2) to determine whether the property of the company to be split up is sufficient to form or to increase the equity capital of the acquiring company if the acquiring company is a newly founded capital company or a capital company which as a result of a reorganisation must increase its equity capital (Section 372 and 377 of the Commercial Law).
An auditor may not examine a draft reorganisation agreement if it is agreed to by all the shareholders of a limited liability company involved in the reorganisation (Section 368) or by all the members of a partnership (Section 363 of the Commercial Law).
The auditor shall not examine the draft agreement of the dividing company if all the capital shares of the acquired company are owned by the acquiring company (Paragraph 3 of Section 340).
Each company involved in the reorganisation process shall prepare a reorganisation prospectus in accordance with section 339 of the Commercial Law. A prospectus need not be prepared by the company if: 1) a limited liability company or a stock company is involved in a reorganisation if all of its shareholders agree to it (Section 367 of the Commercial Law), 2) if all the members of a partnership have the authority to manage the partnership or agree that a prospectus is not to be prepared (Section 362 of the Commercial Law).
After the auditor has performed the examination of the reorganisation (if it was mandatory) and the company shareholders have become acquainted to the reorganisation documents, a decision shall be taken in accordance with the provisions of Section 343 of the Commercial Law and the general procedures in which the relevant type of companies shall take decisions. On the basis of the decision regarding reorganisation the relevant company shall enter into a reorganisation agreement (if several already existing companies are involved in a reorganisation). In case of necessity amendments shall be made in in the articles of association of a capital company or in a partnership agreement (Commercial Law, Section 343).
Creditor protection measures – within fifteen days from the day when a decision is taken regarding reorganisation, each of the companies involved in the reorganisation process shall inform all of its known creditors which have had claim rights against the company up to the day of taking the decision regarding reorganisation as well as publish a notice in the newspaper Latvijas Vēstnesis in accordance with Section 345 of the Commercial Law. The dividing company shall secure the claims of creditors if so requested and submitted by them within the time period in the notice referred to. Creditors of the acquiring company may request to have their claims secured only if they can prove that the reorganisation threatens the satisfaction of their claims.
If a new company is formed as a result of splitting up, the board of directors of the dividing company (the manager if the dividing company is a partnership) within the time period specified in the decision regarding reorganisation shall convene a meeting of shareholders of the newly founded capital company which shall approve the articles of association of the newly founded company, elect the administrative institutions and perform other activities which are necessary in founding a company in accordance with Paragraph 5 of Section 355 of the Commercial Law and the Commercial Law provisions regarding founding of companies. If the acquiring newly founded company is a partnership, its shareholders shall enter into a partnership agreement.
Not earlier than three months after the day when the notice is published, each of the companies shall submit an application to the Commercial Register Office in accordance with the Section 347 of the Commercial Law in order that the recording of the reorganisation is made in the Commercial Register. If a new company is formed as a result of reorganisation, the application for recording it in the Commercial Register shall be submitted by the company to be split up.
Documents to be submitted (Section 347 of the Commercial Law)
Each of the companies involved in a reorganisation shall submit the following documents:
reorganisation agreement (if the law requires its preparation).
extract from the minutes and the decision regarding reorganisation.
the list of the shareholders who voted against the reorganisation.
prospectus, if the law determines.
the opinion of the auditor regarding the draft reorganisation agreement (if an examination by an auditor was mandatory) and whether the property of the company to be split up is sufficient for increasing the equity capital of the acquiring company (if the acquiring company shall increase its equity capital).
a receipt for paying the State fee – Ls 20, (the fee Ls 20 shall be paid for each of the companies involved in the reorganisation).
a receipt for publication in the newspaper "Latvijas Vēstnesis" – Ls 6,50, (one for all the companies involved in a reorganisation).
In addition to the documents mentioned above, only the company to be splitted up shall submit:
application for registering the company formed as a result of splitting up in the Commercial Register – form No. 4 (if a new capital company is founded) or No 3 (if the newly founded company is a partnership).
a closing financial report of the company to be split up
the opinion of the auditor whether the relevant part of the company to be split up is sufficient for the formation of the equity capital of the acquiring company.
the articles of association of the newly founded company.
a list of members of the board of directors for the newly founded company or a list of the members of a partnership who have the right to represent the partnership and notarised sample signatures.
the list of council members of the newly founded company (if the company is to have a council).
a written consent of each member of the board of directors and the council to be its member.
a notice from the board of directors regarding the legal address of the company.
the minutes of the meeting of shareholders of the newly founded company.
a receipt for paying the State fee for registering the newly founded company in the Commercial Register – Ls 100 (for a limited liability company) or Ls 250 (for a stock company).
a receipt for publication in the newspaper "Latvijas Vēstnesis": Ls 19 (for a new limited liability company, stock company or partnership).
Limited Liability Company