Restructuring
1. Summary
Transformation is a process whereby one type of company (the company being transformed) is transformed into another type of company (the acquiring company), while retaining its legal personality. In the event of conversion, all rights and liabilities of the transferee shall be transferred to the acquiring company. Members (shareholders) of the company being converted become members, shareholders, members of the acquiring company. The reorganisation should be carried out at one stage.
The company to be converted shall submit an application to the commercial Register Office for making an entry regarding reorganisation in the commercial Register not earlier than one month from the day of taking of the decision regarding reorganisation.
Important: The provisions of this Law regarding reorganisation in force at the time of submission of the abovementioned application shall be applicable to the reorganisation process, in which the application referred to in Section 338 of the commercial Law regarding commencement of reorganisation and the draft contract to be attached thereto has been submitted to the commercial Register Office until 31 May 2023.
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3 working days (not including the day of submission)*Review
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from 75,00 EURCosts
* The statutory time limit for examining documents may be extended on the basis of Section 64, Paragraph two of the Administrative Procedure Law.
In the cases specified in the Law, an application for registration of changes may be sent for inspection to the State Revenue Service. Read more about the assessment of applications received in the Enterprise Register at the State Revenue Service.
Documents to be submitted:
- application form KR9 of the company being converted;
- the application form KR4 or KR3 of the acquiring company (signatures to be certified);
- the conversion decision;
- in the cases specified by law - a permit for reorganisation;
- the reorganisation prospectus or the application certifies that all participants (shareholders) have agreed that the prospectus is not drawn up;
- the opinion or application of the auditor certifies that all participants (shareholders) have agreed that the auditor does not verify the conversion decision;
- the articles of association of the acquiring capital company or the contract of the acquiring partnership;
- the written consent of each Member of the board of directors of the acquiring company to be a Member of the board of directors, if the partnership is transformed into a capital company or changes are made to the composition of the board of directors in THE acquiring capital company, and the consent is not included in Paragraph 12 of the application form KR4 (signatures must be certified);
- written consent of each Member of the Council of the acquiring company to be a Member of the Council, if the partnership is transformed into a capital company or changes in the composition of the Council are made in the acquiring capital company;
- a statement or other document of the payment service provider, which certifies payment of the equity capital, if as a result of reorganisation the equity capital and equity capital of the acquiring company or a part thereof is increased in cash;
- a document certifying the value of each financial investment, if as a result of reorganisation the share capital of the acquiring company is increased and the financial investment is made;
- a division of the register of shareholders (stockholders) (signatures to be certified);
- a certificate issued by the Central Securities Depository regarding the recording of dematerialised shares, if the acquiring company is a joint stock company;
- a questionnaire for inclusion of information in the Register of natural persons (to be signed by the foreigner himself or herself with a secure electronic signature in order to submit electronically; if there is no secure electronic signature, this document shall not be submitted) of a foreigner (foreigner) who has a legal link with Latvia on the basis of which mutual rights and obligations in the field of commercial activities and taxes are formed or have developed, but no personal identity number of the Republic of Latvia has been granted;
- a receipt or a copy thereof, or a printout of an Internet bank payment, or information regarding payment of the State fee.
Time period for submission of documents in the Enterprise Register: 14 days after completion of all activities, not earlier than one month from the day of taking of the decision on reorganisation.
If at the same time other changes related to reorganisation are made to the acquiring company as a result of reorganisation, all documents related to such changes shall be submitted in addition.