Cross-border separation of AS (stock company) where no new company is created 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)
- The institution convening the meeting and the time when the notice has been sent to the participants for convening the meeting (shall not be indicated in the decision of the participant)
- Meeting Location and Date
- Size of the share capital, paid-up fixed capital and voting capital subscribed by the company (not to be indicated in the participant's decision)
- Size of the share capital represented at the meeting and the number of votes of the members present
- Name and surname of the meeting leader, recording officer, participant - certifying the correctness of the protocol (not to be specified in the participant's decision)
- Meeting agenda (not to be specified in the participant's decision)
- Progress and content of the discussion on agenda issues
- Decisions taken
- The number of votes cast for and against each decision (not to be indicated in the participant's decision)
- Members who have voted against this decision at the meeting of the members on the adoption of the decision on reorganisation.
A decision shall be taken if not less than two-thirds of the votes represented at the meeting 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.