Amendments to the articles of association of a foundation – full guide

Foundations are forms of organizations founded by beneficial owners who can be part of the management boards. The registration of a foundation has a timeline of seven days to process by the Enterprise Register. Because an organization cannot operate without a certificate of registration, foundations have to register themselves in the register of associations and foundations. When an organization desires to amend certain information in the register for instance a change to its articles of association, the change must be decided and agreed upon by the board at a convened meeting. The Enterprise Register must be informed of this amendment at most two weeks after the decision is made.  The revision shall take effect at the time the members agree to it, but when a third party is involved, this will be after the application is processed by the Register. This usually takes the Enterprise a week to process. 

Steps to amending the articles of association of foundations

Registering a change is a simple process with less stress. There are five steps involved in making the amendment. They are:

  • Convene a meeting for members
  • Prepare the articles of association
  • Fill out the application form
  • Pay the state fee
  • Submit the form and other documents

Convene a meeting for members

The first step is to hold a meeting where the decision to amend the act can be discussed and agreed upon by the members. The minute of the meeting should be signed by its leader and backed by those in attendance. The minute is a document that must entail the following:

  • The foundation’s official name and registration number
  • Detail of the person who held the meeting
  • Place and time of the meeting
  • Purpose of the meeting
  • The number of Board members in attendance, etc.

Prepare articles of association

The Stature contains the guiding principles of a foundation. When a decision to amend it is taken, the revised document must be endorsed by the founding members of the management board, as per the rights and duties of the board in the Statute. The revised articles of association should contain but are not limited to the following:

  • The foundation’s name and purpose
  • Rights and obligations of members
  • Provisions to enter and exit the organization
  • The method for convening a board meeting 
  • Procedures for holding elections, et cetera

Fill out the application form

When registering an amendment, the foundation has to obtain the form from the Enterprise Register and then fill it out. After that, the form should be signed by its management board or an entrusted person, based on the representation rights in the Statute. The form should contain the reason for the amendment, and the type of change to be entered.

Pay the state fee

This fee is always paid before applying. All organizations must pay the state fee two days before their application for change irrespective of the kind of change. The Enterprise Register shall verify the payment to the treasury account before entering the change in the register. The fee may be paid at any bank in the country or via credit card and wire transfer. The state fee for this registration is EUR 8, 54, payable to the account with the following details:

Valsts kase

Reģ. Nr. 90000050138

Valsts Kase, Konts: LV84TREL1060190913200

Submit the form and other documents

The final step is to submit the form and the required documents to the Enterprise Register. The documents may be submitted electronically or via post. The required documents are:

  • Application form B3
  • Extract the minutes 
  • An updated version of the articles of incorporation
  • Proof of payment of the state fee (Receipt or printout)

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