The meeting of the members of the company to be divided with limited liability not earlier than two weeks, but the meeting of shareholders of the public limited liability company - not earlier than one month after the announcement of the reorganisation decision or the draft decision on the website of the Register, https://info.ur.gov.lv shall take a decision on the division of the company. At the same time as the decision of the meeting of the participants (shareholders) regarding the division, the articles of association of the acquiring company or the agreement of the company (if the acquiring company is a partnership) shall be 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 shall be shown in the decision of the State notary regarding the attachment of the documents to the registration file.
The decisions of the meeting of participants (shareholders) shall be entered in the minutes, which shall be signed by the meeting manager, the minutes representative and at least one meeting elected participant (shareholder) - a statement of the correctness of the minutes. If there is only one member in a limited company, it shall, instead of the minutes, prepare and sign the decision of the member.
The minutes of the meeting of participants (shareholders) shall indicate those members (shareholders) who have voted against this decision in the meeting regarding the taking of the decision regarding reorganisation.
The document must contain:
- the name of the company (firm);
- the location and date of the meeting;
- date of the first meeting (in the case of a repeated meeting);
- the institution convening the meeting and the time when the notice has been sent for convening the meeting (not to be indicated in the participant's decision);
- the size of the share capital of the company and the share capital with voting rights;
- the size of the share capital represented at the meeting and the number of voting rights (shareholders) present;
- the name of the meeting leader, minutekeeper, member (shareholder) - certifying the correctness of the minutes - (not to be indicated in the participant's decision);
- agenda of the meeting (not to be specified in the participant's decision);
- the progress and content of the discussion on agenda issues;
- decisions taken;
- the number of 'for' and 'against' votes cast for each decision (not to be indicated in the participant's decision);
- objections of the Council and the members of the Board, the auditor, the liquidator or the member (shareholder).
A decision of the meeting of members of a limited liability company shall be taken if not less than two-thirds of the votes represented in the meeting have been cast, unless the statutes specify a higher number of votes. A decision of the meeting of shareholders of a public limited liability company shall be taken if not less than three-quarters of the votes of the voting shareholders present have been cast, 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.