Stage 2
1. Summary
Each company registered in Latvia and another Member State, which is involved in cross-border reorganisation, shall submit an application to the commercial Register Office for making an entry regarding cross-border reorganisation in the commercial Register not earlier than two months from the day of taking of the decision regarding reorganisation. Each company shall submit a copy thereof.
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3 working days (not including the day of submission)*Review
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from 75,00 EURCosts
* The statutory time limit for examining documents may be extended on the basis of Section 64, Paragraph two of the Administrative Procedure Law.
In the cases specified in the Law, an application for registration of changes may be sent for inspection to the State Revenue Service. Read more about the assessment of applications received in the Enterprise Register at the State Revenue Service.
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 Members with a decision on reorganisation;
- in the cases specified by law - a reorganisation permit;
- the reorganisation prospectus or the application shall certify that all participants have agreed that the prospectus is not drawn up;
- the opinion or application of the auditor certifies that all participants have agreed that the auditor does not verify the reorganisation contract or the draft contract;
- an opinion regarding the assessment of the share of the property of the company to be acquired, if the share capital of the acquiring company is increased and the acquiring company is registered in Latvia;
- a division of the register of shareholders (stockholders) of the acquiring capital company if the acquiring company is registered in Latvia;
- the opinion of participants, creditors or representatives of employees (if none - employees) regarding the contract or draft contract (if any);
- the opinion of representatives of employees (if none - employees) regarding the prospectus (if any);
- a questionnaire for inclusion of information in the Register of natural persons (to be signed by the foreigner himself or herself with a secure electronic signature in order to submit electronically; if there is no secure electronic signature, this document shall not be submitted) of a foreigner (foreigner) who has a legal link with Latvia on the basis of which mutual rights and obligations in the field of commercial activities and taxes are formed or have developed, but no personal identity number of the Republic of Latvia has been granted;
- a receipt or a copy thereof, or a printout of an Internet bank payment, or information regarding payment of the State fee. A State fee shall be paid separately for each company involved in the reorganisation process.
If the acquiring company to be founded is registered in Latvia:
- the application form KR4 or KR3 of the acquiring company (signatures to be certified);
- the articles of association of the acquiring company (if a new capital company has been established);
- a division of the register of shareholders/shareholders of the acquiring company (if a new capital company has been established) (signatures shall be certified);
- the consent of the members of the board of directors of the acquiring capital company to hold office, if they are not already included in the application form KR4, Paragraph 9 (signatures shall be certified);
- the consent of the members of the board of directors of the acquiring capital company to take up office;
- a statement of the board of directors of the acquiring capital company regarding the legal address and a certification that the company is achievable and has a legal basis to be located at the specified legal address (to be submitted mandatory if the application is not signed by the board of directors);
- an assessment of the property, which certifies the sufficiency of the property for the establishment of the acquiring company;
Time period for submission of documents in the Enterprise Register: 14 days after completion of all activities, not earlier than one month from the day of taking of the decision on reorganisation.
If at the same time as a result of reorganisation the share capital of the acquiring company registered in Latvia is increased or other changes related to reorganisation are made, all documents related to the increase of the share capital or other relevant changes shall be submitted in addition.