Over the last few years, Latvia has gained popularity among investors and businesses due to the country’s close access to European and Russian markets. Many investors either transfer partial operations to Latvia or establish a new company altogether. Knowing about the transferring process is a key component to avoid any rough patches.
Company address change to and from Latvia and Member States
There are two aspects to the change of legal address of a European company. First is when a company operating elsewhere in the Member State plans to shift its operations or some part thereof to Latvia. And the other aspect of a change of address is when a European company already has a registered office in Latvia, but wishes to change its address. The procedure for the latter is different from the first scenario.
In this article, we will try to explain the important steps and procedures to follow for both the aspects of change of legal address for European companies.
Change of address of European company in Latvia to Member State or within Latvia
The State of Latvia permits companies to change their legal address to any other location within Latvia or elsewhere in the EU, Norway, Iceland, and Liechtenstein.
In the case where an existing European company plans to change its address to another Member State, the company first needs to submit a proposal stating the same to the Enterprise Register office. The same procedure will be followed if the address is changed within Latvia.
On receiving the proposal, the Enterprise Register will make an entry in the Commercial Register regarding the requested change of address, same will be communicated to the Register Office of the relevant Member State.
Lastly, the change will be announced publicly in the official gazette “Latvijas Vestnesis” along with the date of registration of the proposal, the file number of the applicant company, and the renewed legal address. Once the publication is made, the company would have 14 days to submit documentation to the Enterprise Register.
The most basic document required is the SE1 application form which has to be filled out completely and signed by the Management or BOD. In case the application is signed by an authorized person, a valid letter of authorization needs to be attached along with the application.
Similarly, it is important to fill in the right type of SE1 form. For transfer of address to another Member State, section 3.7of the application SE2 has to be filled, and if the change of address is within Latvia SE2 3.8 must be filled for proper publication and process.
Change of address for companies in Member State to Latvia
Bringing a company address to Latvia also requires changes to the structure and process of the company. To initiate the process revised agreement, documents, and changes need to be submitted to the registry office of the company’s home country. The home registry office shall then contact the registry office in Latvia and convene a meeting between the parties.
The parties evaluate the new arrangement and decide within a month. If the company wishes to inform its debtors, stakeholders, and customers regarding the arrangement, the same is notified after the decision has been taken.
Documentation and procedure
The agenda of the initial meeting between the parties involved covers the company agreement, administrational committees’ selection, and other necessary steps. Articles 358 and 360 of the Trade Law guide the procedure and clearance based on these two articles will decide whether the change of address is approved or otherwise.
Noteworthy that the Trade Law allows the parties to attend and vote in the meeting remotely.
The documents required are:
- Application form KR4
- Pre-transformation certificate (document provided by the home country to the registered company certifying that the company is suitable to run in other EU countries)
- Principal agreement of the company
- Approvals from the board members and audit board
- Statement from the executive board
- All receipts of fees and other mandatory payments to home and host country both
- New address documents; letter from real estate expert verifying the sufficiency of the office premise
The main agreement drawn during the company address change must be signed by the owner/founder/partners of the company and must lay down the functions of the company.
Other compulsory inclusions are:
- Company name
- Duration of the company’s operation in Latvia and core operations
- Information of capital in detail (capital size, number of shares, nominal price, etc.)
- Details of personnel representing the company
Registration of participants
The share distribution and P/L allocation among the participants (partners, stakeholders, etc.) and the composition thereof is reflected in the Registration of Participants document.
This is a crucial document and must be signed by the executives of the company and the Chairman. Other important information contained in this document is:
- Title of the document
- Company name
- Registry office
- Division number and date
- Identity information of the participants
- Serial number records
- Partial series numbers
- Share price and share ownership of participants