Acquisition of a LLC (SIA), Stage 1
The addition is a process in which the company (the merging company) transfers all of its property to another company (the acquiring company). In the event of an addition, the merging company ceases to exist without liquidation proceedings. As a result, all rights and obligations of the merging company are transferred to the acquiring company. The reorganisation shall be carried out in two stages.
If the draft reorganisation agreement has been submitted to the Enterprise Register and is attached to the company registration case, but is amended - the company must re-initiate the reorganisation process by submitting the amended draft reorganisation contract to the Enterprise Register. A meeting of participants shall, not earlier than one month after the publication of the draft amended reorganisation agreement, examine the draft contract and take a decision regarding reorganisation. If the company had already issued a notice to creditors regarding the reorganisation in the official publication Latvijas Vēstnesis, the notification to creditors shall be repeated after the decision of the meeting of the members.
At the same time, it should be noted that if one of the companies involved in the reorganisation changed the name or was transformed into another type of company during the reorganisation, it should not be considered as the basis for amending the draft reorganisation agreement.
We point out that, according to the Commercial Law, members/shareholders have the right to participate and vote at the meeting remotely or to vote before the meeting. Read more in the Explanatory to Remote Participation in Meetings of Members, Shareholders and Members.
3 business daysReview
Documents to be submitted:
- Draft reorganisation agreement (each company shall submit its copy)
- Notification of reorganisation by each company
- A receipt or a copy thereof, or a printout of an online bank payment, or information regarding the payment of the State fee. National fee payable separately for a copy of the draft contract of each company
Time limit for the submission of documents in the Enterprise Register: 14 days from the drafting of the draft reorganisation contract