Cross-border separation of AS (stock company) where a new society is formed Stage 1
5. Minutes or decision of the meeting of shareholders
The shareholder meeting of each participating company shall, no sooner than one month after the announcement of the reorganisation decision/draft contract, examine the draft decision/contract at the https://info.ur.gov.lv website of the Register and take a decision on the reorganisation. The documents shall be deemed to have been published the day following the attachment of the document to the registration file. By 30 June 2023, the date of attachment of the documents to the registration file will be shown in the national notary's decision to add the documents to the registration file.
The minutes of the meeting of shareholders shall be signed by the meeting leader, the minuteholder and at least one shareholder elected by the meeting, a statement of the correctness of the If more than one shareholder has been elected as proof of correctness, they must all sign the Protocol.
Where the acquiring company holds at least 90% of the parts of the merging company, the decision on the reorganisation of each company shall be taken by the Management Board of each of the companies concerned.
The document must contain:
- Name of company (firm)
- Minutes number of the meeting of shareholders
- Meeting Location and Date
- The amount of fixed capital, paid-up fixed capital and voting capital subscribed by the company
- The size of the share capital represented at the shareholder meeting and the number of voting shareholders present
- Name of meeting leader, recording officer, attendee - protocol correctness attestation -
- The institution convening the meeting and the time when the notice has been sent for convening the meeting and when it has been published
- Meeting agenda
- Decisions taken
- For each 'in favour' and 'against' votes cast (paid part)
- Objections of the Council and the members of the Management Board, the auditor, the liquidator or the shareholders
A decision shall be taken if not less than three-quarters of the votes of the voting shareholders present have been cast in respect of it, if the statutes do not specify a higher number of votes.
The original or derivative of a protocol or decision, the correctness of which is certified by the same person/- a who signed the original, shall be submitted to the register of undertakings.