Cross-border merger of a LLC (SIA), Stage 2
If the acquiring company is a Latvian commercial company, after securing the claims of creditors, the company shall submit an application not earlier than three months after the date of publication of the notification in order to make an entry regarding the reorganisation.
If the acquiring company is a commercial company of another European Union Member State, but the Latvian company is to be joined, all rules of transformation shall be applied in Latvia, except the documents of the newly created commercial company (articles of association, composition of the board, etc.) and their compliance with the laws of the receiving state shall not be verified. All the rules for the protection of Latvian creditors and minority members must be observed, including the opinion of the tax administration and other competent authorities (e.g. the Finance and Capital Market Commission, if it is a member of the financial market, etc.) that the obligations vis-à-vis Latvia have been fulfilled. The Latvian company shall then submit an application to the Enterprise Register for receipt of a confirmation that the merging capital company has performed all the necessary activities for the completion of the cross-border merger.
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Can be done electronicallySubmit documents
Documents to be submitted:
- Application form KR11
- Application for the receipt of a pre-merger certificate (if the Latvian company is the company to be added)
- Reorganisation contract or duly certified copy thereof
- Attendee Meeting Protocol or Decision
- List of members who have voted against the reorganisation
- In the cases specified in the Law - a permit for reorganisation
- Reorganisation prospectus (if the preparation of the prospectus specified in law)
- Opinion of the auditor (if statutory audit of the auditor)
- Pre-merger certificate - a statement from a foreign commercial register authority that the foreign capital company to be added has performed all the necessary activities for completing the cross-border merger
- 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
Deadline for the submission of documents to the Enterprise Register: 14 days after the completion of all operations, not earlier than 3 months after the date of publication of the notice.
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.
If the entry regarding the acquiring capital company is made in the Commercial Register of another Member State, the entry regarding the merging Latvian company in the Commercial Register shall be made when the Enterprise Register has received information from the Commercial Register authority of another Member State regarding the making of the relevant entry