Divestiture without establishing a new company Stage 2
8. Minutes or decision of the meeting of shareholders (stockholders)
A meeting of participants (members) of each participating limited liability company or partnership not earlier than two weeks, but a meeting of shareholders of a joint stock company - not earlier than one month after announcement of the reorganisation contract or draft contract on the website of the register shall https://info.ur.gov.lv examine and approve the contract or draft contract and take a decision regarding reorganisation. 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 are attached to the registration file shall be visible in the decision of the State notary regarding the addition of documents to the registration file.
Decisions of the meeting of participants (stockholders) shall be entered in a protocol signed by the head of the meeting, the protokolator and at least one elected participant (stockholder) of the meeting - a certifier of the correctness of the minutes. If there is only one participant in a limited liability company, it shall prepare and sign the decision of the participant instead of the protocol.
Participants (stockholders) shall indicate in the minutes of the meeting those participants (stockholders) who have voted against this decision at the meeting regarding the taking of a decision regarding reorganisation.
If the acquiring companies together own all the shares (shares) of the company to be divided, the meeting of shareholders (shareholders) of the company to be divided need not take a decision regarding reorganisation.
The document must specify:
- company name (firm name);
- the location and date of the meeting;
- the date of the first meeting (in the case of a repeated meeting);
- the institution which convenes the meeting and the time when the notice regarding the convening of the meeting has been sent out (not to be indicated in the decision of the participant);
- the amount of the share capital and the voting capital of the company;
- the amount of the share capital represented at the meeting and the number of votes of the voting members (shareholders) present;
- the given name, surname (not to be indicated in the decision of the participant) of the head of the meeting, the registrar of the minutes, the participant (shareholder) - the certifier of the correctness of the minutes;
- agenda of the meeting (not to be specified in the decision of the participant);
- the progress and content of the discussion of agenda items;
- the decisions taken;
- the number of votes cast for each decision in favour and against (not to be specified in the Member's decision);
- objections of the members of the Council and the board of directors, the auditor, the liquidator or the Member (shareholder).
A decision of the meeting of shareholders of a limited liability company has been taken, if not less than two thirds of the votes represented in the meeting have been cast in return, if a higher number of votes has not been specified in the articles of association. A decision of the shareholders' meeting of a joint stock company has been taken, if not less than three quarters of the votes of the voting shareholders present have been cast in return, if a higher number of votes has not been specified in the articles of association.
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.