Changes in the shareholders’ register of a LLC (SIA) with no minimum capital requirement
2. Folio of the shareholders’ register
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. In case of divestment, it shall be signed by all shareholders, all divestitures of shares.
If shares of the company have been acquired as a result of inheritance, the division of the register of participants shall be signed only by the chairperson of the board of directors or a Member of the board of directors authorised by the board of directors (a notarised copy of the certificate of inheritance must be attached).
If information regarding a participant entered in the division of the register of participants changes, the division of the register of participants shall be signed only by the chairperson of the board of directors or a Member of the board of directors authorised by the board of directors (the signature need not be certified notarially).
If the division of the register of participants is signed by an authorised person on behalf of the alienator of parts or the acquirer of parts, then a notarised authorisation shall be submitted, which includes an appropriate authorisation to sign the division of the register of participants.
The document must specify:
- company name (firm name);
- registration number;
- the registered office;
- the title of the document 'Participant registry partition';
- the fact that the company is in liquidation or insolvency proceedings (where applicable);
- the serial number of the compartment;
- the date of the bin;
- the serial number of the entry;
- details of participating persons — 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;
- the electronic mail address of the participant (if the participant has requested it to be used for public communication with him or her);
- the serial numbers of the shares belonging to the participant;
- categories of shares of each Member where the undertaking has several categories of shares;
- the number of shares held by each participant;
- the nominal value of the part;
- the number of votes resulting from the shares held by the Member;
- the state of payment of the instalments;
- if the shares are jointly owned by several persons, a joint representative of the participants 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 a 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 partition in the register of members Nr.2 has been the previous partition in the register of shareholders, the next partition in the register of shareholders No 3 has to be the partition in the register of shareholders.
Entries in the Member register bin must be numbered using continuous numbering of entries from the first Member register bin. A separate entry is made for each participant. 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.
Each part shall be assigned an individual, constant serial number. The sequence number shall be assigned in the order of release of parts. In the case of divestments, the divestments must be able to trace the serial numbers of the individual divestments. For example, if there were four participants in the previous compartment with part order numbers for the first 1-2, the second 3-4, the third 5-6 and the fourth 7-8, but in the next compartment the fourth participant has alienated its parts for the first, the following part order numbers shall be indicated in the next compartment: first 1-2 and 7-8, second 3-4, third 5-6.
Each part shall give only one vote to the Member, unless otherwise provided in the statute. 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.