The articles of association set the most relevant principles for operating under an amendment to the statuses made to the enterprise register, it takes 14 days from the adoption of the decision.
According to commercial law, the members or shareholders are bestowed with the right to participate and vote before the meeting or remotely at the meeting.
Minutes of the stockholders’ meeting
Minutes of the meeting of stockholders decide on changes made to the articles of association. This minute is signed in the meeting of shareholders by the meeting leader, the minute holder, and at least one shareholder delegated at the meeting. They will have to sign the Protocol if more than one shareholder has been elected as proof of correctness with a statement of correctness.
The document must contain
- Name of company (firm)
- Minutes number of the meeting of shareholders
- Meeting location and date
- The amount of fixed capital, paid-up fixed capital, and voting capital subscribed by the company
- The amount of share capital represented at the shareholder meeting and the total number of voting shareholders in attendance
- Attestation of protocol correctness by the meeting’s leader, recording officer, and attendee
- The institution convening the meeting, the date on which the notice of convening the meeting was sent, and the date on which it was published
- Meeting agenda
- Decision taken
- For each ‘in favor’ and ‘against’ vote cast (paid part)
- Objections from the council and management board members, the auditor, liquidator, or shareholders.
Decisions are taken at the meeting of shareholders by the majority vote present if the law or the statutes do not specify a higher number of votes
The register of undertakings shall receive the original or derivative of protocol or the decision, correction certified by the same person who signed the original.
Articles of association
The articles of association lay down the most relevant/important principles for operating the company, the statutes are signed by the management board and the person who signed the minutes of the meeting of shareholders or the decision decided on the amendment of the articles.
The document must feature
- Name (firm)
- Duration and purpose
- Size of fixed capital, numbers of shares, and nominal value
- Representation rights of members of the management board (representing the company individually or jointly)
- Numbers of the members of the councils
- Rules set specially for the disposal of the part (if any)
- If the company has different classes of shares (indicating rights attached to each category of shares) and the number and nominal value of each category of shares
- Whether the shares are named or bearer, where the statutes provide the conversion of the name shares into bearer shares and vice version, terms for conversion.
- If the shares’ are in paper form or dematerialized form, the statutes provide for the conversion of the shares from one form to another; and the terms of conversion
- The company’s principal lines of operation
- Other provisions deemed relevant by the founder (not necessarily applicable)
- Place and date of signing
The management’s right to sign the statutes may not be subdued by a third party, they are the exclusive rights of the board. The article of association also contains provisions and shall not include details of, for example, the office registered address.
Completing the registration form
Application forms for change of statutes of KR18 are signed by the management board.
Certifying the signatures
When the documents are submitted in paper format, signatures must certify the new statutes and the minutes of the meeting of stockholders.
Signatures may be certified as follows:
- At sworn notary
- If there is no notary, at the Orphan’s court, following the claimed place of residence (if the person has a Republic of Latvia personal identity number).
- When using a secure electronic signature and time stamp to sign papers.
Paying the fees
For the application for registration to be submitted, the state fee must be paid into the treasury account. Immediately after the Enterprise Register has made sure the treasury account is credited, then registration can go on.
The state fee can be paid through a transfer to any bank 2 days before the submission of the documents, it can be submitted through the means of electronic or post.
Registration within 3 working days
The state fee for a change is EUR 20,00, which is paid into the treasury account, the purpose of the payment is a mandatory registration number (if any), the title and service for which the payment is made.
The state fee for two or more changes is EUR 40,00, which is also paid into the treasury account, the purpose of the payment is a mandatory registration number (if any), and the title and service for which the payment is made.
Registration for 1 working day
The state fee for 1 change is EUR 60,00 which is paid into the treasury account, the purpose of the payment is a mandatory registration number (if any), the title, and the service for which the payment is made.
The state fee for two or more changes is EUR 120,00, which is also paid into the treasury account, the purpose of the payment is a mandatory registration number (if any), and the title and service for which the payment is made.
The treasury account is LV84TREL1060190913200.