Each company registered in Latvia and another Member State that is involved in a cross-border reorganisation shall submit to the Commercial Register authority an application for the making of a cross-border reorganisation in the Commercial Register not earlier than two months from the date of taking of the decision on reorganisation. Each company shall submit its copy.
Documents to be submitted:
- application form KR12;
- the reorganisation contract or a duly certified copy thereof;
- an extract of the minutes of the meeting of participants with a decision on reorganisation;
- in the cases specified in the Law - a permit for reorganisation;
- the reorganisation prospectus or the application shall certify that all participants have agreed that the prospectus is not drawn up;
- the opinion of the auditor or the application shows that all participants have agreed that the auditor does not examine the reorganisation contract or the draft contract;
- an opinion regarding the assessment of the part of the property of the merging company if the share capital of the acquiring company is increased and the acquiring company is registered in Latvia;
- the division of the register of shareholders (shareholders) of the acquiring capital company if the acquiring company is registered in Latvia;
- the views of the members, creditors or employees' representatives (if any, employees) regarding the contract or the draft contract (if any);
- the opinion of employees' representatives (if there are no such, employees) regarding the prospectus (if any);
- 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.
If the newly established acquiring company is registered in Latvia:
- application form KR4 or KR3 of the receiving company (to be certified);
- the statutes of the acquiring company (if a new capital company has been established);
- division of the register of shareholders/shareholders of the acquiring company (if a new capital company has been established) (the signatures must be confirmed);
- the consent of the members of the board of directors of the acquiring capital company to take office if they have not already been included in the application form IN paragraph 9 (the signatures must be certified);
- the consent of the members of the council of the acquiring capital company to take office;
- a statement of the registered office of the board of the acquiring capital company and a statement that the company is reachable and has a legal basis to be at the designated legal address (mandatory if the application is not signed by the board);
- an assessment of the property attesting the adequacy of the property for the establishment of the acquiring company;
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 capital of the acquiring company registered in Latvia or other changes related to the reorganisation are made, in addition, all documents related to the increase in capital or other relevant changes shall be submitted.