Cross-border unbundling is a process in which a company established in a Member State (the company being divided) transfers its property to one or more companies established in other Member States (the acquiring company) by way of separation.

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.

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.

Cross-border reorganisation cannot be carried out by the public:

1. which is in liquidation proceedings and for which the distribution of property has been initiated;
2. the operation of which has been terminated on the basis of a decision of the Commercial Register Authority or the tax administration or a court adjudication;
3. to which insolvency proceedings have been declared;
4. to which resolution instruments are applied and against which resolution powers and mechanisms are exercised in accordance with the provisions of the Law on Recovery and Resolution of Credit Institutions and Investment Firms;
5. which are subject to crisis prevention measures in accordance with the provisions of the Law on Recovery and Resolution of Credit Institutions and Investment Brokers;
6. which intends to make collective investments in the capital of the population in accordance with the principle of risk-sharing and whose shares (shares), at the request of the members, are repurchased or redeemed directly or indirectly from the assets of that company. Such repurchase or redemption shall have comparable activities by which the company wishes to ensure that the market value of its capital shares (shares) does not differ significantly from the net value of its assets.

Documents to be submitted:

• an application by each Latvian company for the initiation of a reorganisation;
• reorganisation contract or draft contract
• notification to participants, creditors and employees' representatives (if there are no such, employees) in which they are invited to provide an opinion on the contract or contract project
• a statement to creditors in which they are to be summoned to apply for their claims
• a receipt or a copy thereof, or a printout of an online bank payment, or information regarding the payment of the State fee. Separately payable national fee for a copy of each public contract or contract project