Not earlier than one month from the date of the taking of the decision regarding the reorganisation, each company involved in the reorganisation process shall submit an application to the Commercial Register authority for the making of an entry regarding reorganisation in the Commercial Register. Each company shall submit its copy.
Important: for the reorganisation process in which the application for the initiation of a reorganisation referred to in Section 338 of the Commercial Law and the draft contract to be attached thereto has been submitted to the Commercial Register Authority by 31 May 2023, the provisions of this Law regarding reorganisation, which were in force at the time of the submission of the referred to application, shall apply.
Documents to be submitted:
- application form KR11;
- the reorganisation contract or a duly certified copy thereof;
- an extract of the minutes of the meeting of participants (shareholders) with a decision regarding the reorganisation;
- in the cases specified in the Law - a permit for reorganisation;
- the reorganisation prospectus or the application shall certify that all the members (shareholders) have agreed that the prospectus is not prepared;
- the opinion of the auditor or the application shows that all members (shareholders) have agreed that the auditor does not examine the reorganisation agreement or the draft contract;
- an opinion on the assessment of the share of the property of the merging company if the share capital of the acquiring company is increased;
- the financial statement of the closing of the reorganisation of the merging company;
- division of the register of shareholders (shareholders) of the acquiring capital company (signatures must be confirmed);
- a statement to creditors;
- a third-country national (alien) who has a legal relationship with Latvia on the basis of which mutual rights and duties in the field of commercial activity and taxes are formed or have been established, but has not been granted the personal identity code of the Republic of Latvia, a questionnaire for the inclusion of information in the Register of Natural Persons (to be signed by the third-country national with a secure electronic signature in order to submit electronically;, this document shall not be submitted);
- a receipt or a copy thereof, or a printout of an online bank payment, or information regarding the payment of the State fee. The State fee for each company involved in the reorganisation process shall be paid separately.
Time limit for the submission of documents to the Enterprise Register: 14 days after the completion of all operations, not earlier than one month from the date of taking the decision on the reorganisation.
If, at the same time, the reorganisation results in an increase in the share capital of the acquiring company or other changes related to the reorganisation, all documents relating to the increase in share capital or other relevant changes shall be submitted in addition.