Stage 1
5. Attendee Meeting Protocol or Decision
The meeting of participants of each participating company shall https://info.ur.gov.lv examine and approve the contract or draft contract and take a decision regarding reorganisation not earlier than one month after announcement of the reorganisation contract or draft contract on the website of the Register. If amendments to the articles of association of a company are to be made in relation to the reorganisation, a decision regarding such amendments shall be taken concurrently with the decision regarding the reorganisation. Documents are deemed to have been advertised the day after the document was added to the registration file. By 30 June 2023, the date when the documents were attached to the registration file will be visible in the decision of the State notary to attach the documents to the registration file.
The decision of the meeting of participants shall be entered in a protocol signed by the head of the meeting, the protokolator and at least one participant elected by the meeting - a certifier of the correctness of the minutes. If the company has only one participant, it shall prepare and sign the decision of the participant instead of the protocol.
Participants who have voted against this decision in the meeting of participants regarding the adoption of a decision to reorganise shall be indicated in the minutes of the meeting of participants.
If the acquiring companies together own all the shares of the company to be acquired, the meeting of shareholders of the company to be acquired need not take a decision regarding reorganisation.
The document must specify:
- Company name (firm name)
- The institution that convenes the meeting and the time when a notice has been sent to participants regarding the convening of the meeting (not to be indicated in the decision of the participant)
- Meeting location and date
- Amount of share capital, paid-up share capital and voting share capital subscribed by the company (not to be indicated in the shareholder's decision)
- Amount of fixed capital represented at the meeting and number of votes of participants present
- Given name, surname (not to be specified in the decision of the participant) of the head of the meeting, the registrar of the minutes, the participant - the certifier of the correctness of the minutes
- Agenda of the meeting (not to be specified in the participant's decision)
- Progress and content of the discussion of agenda items
- Decisions taken
- Number of votes cast for and against each decision (not to be specified in the Participant's decision)
- Participants who voted against the decision at the Assembly of Members to take a decision on reorganisation.
A decision shall be taken if not less than two thirds of the votes represented in the meeting have been cast in return, if the articles of association do not specify a higher number of votes.
An original or derivative of a protocol or decision, the accuracy of which shall be certified by the same persons/- a who signed the original, shall be submitted to the Enterprise Register.