Divestiture without establishing a new company Stage 2
7. Division of the Register of Participants (Shareholders)
A division of the register of shareholders (stockholders) is a document in which the full composition of shareholders (stockholders) and division of shares (stocks) are indicated. It shall be signed by the Chairman of the Management Board or a Member of the Management Board on the basis of a mandate signed by all members of the Management Board.
The document must specify:
- company name (firm name);
- registration number;
- the registered office;
- the title of the document 'Participants (shareholders) Register compartment';
- the serial number of the compartment;
- the date of the bin;
- the serial number of the entry;
- information regarding participants (stockholders) - natural persons: given name, surname, personal identity number (if the person does not have a personal identity number of the Republic of Latvia, then indicate the date of birth, the number of the personal identification document and the date of issue, the country and institution which issued the document) and the address at which it is to be reached;
- information regarding shareholders (stockholders), if the shareholder (stockholder) is a legal person or partnership: name, registration number and legal address;
- the electronic mail address of the participant (shareholder), if the participant (shareholder) has requested it to be used for communication of the company with him or her);
- the serial numbers of the shares owned by the participant (shareholder);
- categories of shares (shares) of each Member (shareholder), if the company has several categories of shares (shares);
- number of shares (shares) owned by each participant (shareholder);
- nominal value of the share (share);
- the number of votes resulting from the shareholdings (shares);
- the state of payment of the shares (shares);
- if the shares (stocks) are jointly owned by several persons, a joint representative of the participants (stockholders) who has been appointed in accordance with the procedures laid down in Section 157 of the commercial Law shall be indicated, indicating the given name, surname, personal identity number of the representative (if the person does not have the personal identity number of the Republic of Latvia, then the date of birth, the number of the personal identification document and the date of issue, the state and institution which issued the document) and the address at which it is to be reached shall be indicated;
- if the shares have been acquired by the company itself, the basis for acquiring the shares shall be indicated.
Bins must be numbered according to the previous bin numbers. For example, if in a company registration case the previous division 2 of the register of shareholders (shareholders) has been the previous division 2, the next division 3 of the register of shareholders (shareholders) must be the division 3.
Entries in the participant (shareholder) register compartment shall be numbered using continuous numbering of entries from the first participant (shareholder) register compartment. A separate entry is made for each participant (shareholder). For example, if the previous bin contained entries with order numbers 3 and 4, the new bin must contain record order numbers 5 and 6.
In the division of the register of participants - each part shall give only one vote to the participant, unless otherwise specified in the articles of association. The division of the register of members shall specify, inter alia, the number of votes resulting from the shares. For example, if a Member has 50 shares in a company and according to the articles of association one part gives 1 vote, the division of the register of shareholders shall indicate that the number of votes resulting from the shares is 50. However, if a shareholder has 50 shares in a company and according to the articles of association one part gives 3 votes, it shall be indicated in the division of the register of shareholders that the number of votes resulting from the shares shall be 150.
In the division of the Register of shareholders - each voting share of the minimum nominal value shall entitle the shareholder to one vote, if the articles of association do not provide that the right to one vote shall be given by a specified sum of the nominal values of the shares. The division of the shareholders' register shall indicate, inter alia, the number of votes resulting from the shares. For example, if there are no classes of shares in the company (all shares are voting), each share gives one vote and the shareholder has 20 shares in the company, the division of the register of shareholders shall indicate that the number of votes resulting from the shares is 20 for the shareholder. However, if different categories of shares are provided for in the company, for example, shares with voting rights and preference shares (which do not give voting rights in accordance with the commercial Law) and the shareholder in the company has 50 shares with voting rights (where each share gives one vote) and 10 preference shares, it shall be indicated in the division of the shareholders Register that the number of votes resulting from the shares shall be 50 for the shareholder.