Associations are organizations formed by beneficial owners who may or may not be board members of the entities. An association takes seven days to register with the Enterprise Register via the submission of an application form and some documents. It is stated in the Act that without a certificate of registration, no association can carry out its activities within the country. Therefore, all associations have to enter their details in the register of associations and foundations. There are some instances where an association wishes to make changes to certain information in the register such as a change of beneficial owner, the purpose of the association, amendment to the articles of association, etc. Any amendment to the statute must be decided and agreed upon by members of the board at a meeting. Their decision to adopt the change should be made to the Enterprise Register within two weeks. The changes will take effect from the time of adoption by board members, but for third parties, it will be after the registration in the register. Associations take at least seven days to process their registration for amendments made to their articles of association.
Steps to amendments to the articles of association
There are five steps to amending the article of association. They are listed below:
- Hold a members’ meeting
- Draft the articles of association
- Complete the registration form
- Payment of state fees
- Submit the documents
Hold a meeting of members
An association cannot decide on changing a part of its Statute without the consent of the board members, as per the representation rights stated in the Act. Therefore, the first step is to hold a member of members of the board where the decision is discussed and agreed on. The minutes of the meeting must be signed by the leader and certified by the members. The minute is a document that should contain the following information:
- Association’s name and registration number
- The person who convened the meeting
- Location and time of the meeting
- Purpose of the meeting
- Members present at the meeting, etc.
Drafting the article of association
This is a document that states the essential principles guiding the activities of the association. When an amendment is made, the new document must be signed by the management board, according to the representation rights stated in the Statute. For clarity and record purpose, it must contain the following:
- Association’s name and objective
- Rights and obligations of all members
- Conditions to join and leave the association
- Process for convening a meeting of board members
- Structure and processes for holding elections
- Rights and obligations of people with special status, if any, etc.
Complete the registration form
To register an amendment, an association must apply with the Enterprise Register. The application form should be filled out and duly signed by its board members, or a trustee, depending on the representation rights stated in the Statute. The form has to include information on the type of change being made, in this case, amendments to the article of association.
Payment of the fees
A fee is usually paid before the submission of the application form. It is known as the state fee. Associations must pay the state fee two days before submitting their applications. This gives the Enterprise Register time to confirm the payment in the Treasury account before processing the application. The fee can be paid in person at any bank within the country or paid via debit card or wire transfer. The state fee for this type of registration is EUR 8,54, paid to the account with the following details:
Valsts kase
Reģ. Nr. 90000050138
Valsts Kase, Konts: LV84TREL1060190913200
Submit the documents
To finalize the procedure, applicants must submit the required documents alongside their forms the registration. The documents can be submitted electronically or by mail. These documents are:
- Application form B3
- Minutes of the meeting
- New articles of association
- The receipt or a copy of the payment of the state fee
