As a result of a cross-border reorganisation, a company registered in Latvia is merged with a commercial company registered in another Member State of the European Union or in Norway, Iceland or Liechtenstein. In the case of cross-border reorganisation, the provisions of the Commercial Law relating to the merger of capital companies shall be applicable, taking into account the specific provisions of the cross-border merger laid down in the Commercial Law.
The process of reorganisation of the company involved in the reorganisation shall be carried out in accordance with the regulatory enactments of the Member State in which the relevant participating company is registered. There are no different cross-border merger rules between companies in different areas or in specific sectors. The reorganisation shall be carried out in two stages.
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:
Time limit for the submission of documents in the Enterprise Register: 14 days from the drafting of the draft reorganisation contract