The transfer of the registered office of a capital company from Latvia to another Member State of the European Union is understood as a cross-border reorganisation. As a result, the company continues to operate in another EU Member State but is excluded from the commercial register in Latvia. The reorganisation shall be carried out in two stages.
The Enterprise Register does not check or the documents of the newly created commercial company (articles of association, composition of the board, etc.) comply with the laws of the receiving State.
If the draft reorganisation agreement has been submitted to the Enterprise Register and is attached to the company registration case, but is amended - the company must re-initiate the reorganisation process by submitting the amended draft reorganisation contract to the Enterprise Register. A meeting of participants shall, not earlier than one month after the publication of the draft amended reorganisation agreement, examine the draft contract and take a decision regarding reorganisation. If the company had already issued a notice to creditors regarding the reorganisation in the official publication Latvijas Vēstnesis, the notification to creditors shall be repeated after the decision of the meeting of the members.
At the same time, it should be noted that if one of the companies involved in the reorganisation changed the name or was transformed into another type of company during the reorganisation, it should not be considered as the basis for amending the draft reorganisation agreement.
We point out that, according to the Commercial Law, members/shareholders have the right to participate and vote at the meeting remotely or to vote before the meeting. Read more in the Explanatory to Remote Participation in Meetings of Members, Shareholders and Members.
Documents to be submitted:
- Decision on the transfer of the registered office
- Communication from the company concerning the transfer of the registered office
- A receipt or a copy thereof, or a printout of an online bank payment, or information on the payment of the State fee
Deadline for the submission of documents to the Enterprise Register: 14 days from the date of taking of the decision