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. All the rules for the protection of Latvian creditors and minority members must be respected, including the opinion of the tax administration and other competent authorities (such as the Finance and Capital Market Commission, if it is a member of the financial market, etc.) that the obligations vis-à-vis Latvia have been fulfilled. If there are no legal barriers and appropriate national fees have been paid, the Enterprise Register shall issue the relevant attestation ('pre-authorisation certificate').
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:
- Application form KR9
- Extract of the Protocol and Decision on Reorganisation
- List of members who have voted against the reorganisation
- In the cases specified in the Law - a permit for reorganisation
- Prospectus (if the drafting of a prospectus is specified in law)
- Opinion of the auditor (if statutory audit of the auditor)
- Financial statement of the closing of the transforming company
- 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 after the completion of all operations, not earlier than 3 months after the date of publication of the notification, 14 days from the date of adoption of the decision