It is important while deciding on the changes in the composition of the council, that the decision is taken in the meeting of shareholders. And that the composition thereof does not exceed what is mentioned in the Statutes. A council of a Stock Company (AS) is appointed to power for 5 years, unless where the statutes provide for a shorter term. The new member is considered appointed immediately after the decision is taken, except where the decision is subjected to a later date or event, such as the retirement of an existing member or the happening of a certain event.

As per the Company Law of the Republic of Latvia, members/shareholders can have a virtual presence in the meeting and enjoy their right to vote as well. 

Meeting of the board and minutes of the meeting

The council in its entirety is decided during the meeting of the shareholders. Even if a single member of the council is retired, resigns, or deceased the whole council shall be revoked and in its place, a new council is 

elected. This meeting is highly strategic in nature, and hence a minute taker is specifically appointed for noting, along with one member of the shareholders. 

Furthermore, the minutes shall be signed by the chair of the meeting, the minute taker, and the elected member of shareholders along with the statement for the correctness of the minutes.

Essentials of the meeting minutes document

The meeting minute documents must contain the below-mentioned features

  • Name of the firm
  • Number of shareholders participating in the meeting
  • Location, date, and time of the meeting
  • Name of the chair of the meeting
  • The volume of the share capital subscribed by the firm, paid-up and fixed capital, and the voting participation of the members
  • Agenda of the meeting
  • Decision taken

Note that any changes, editions, additions, or corrections may be recorded on a separate document, which will be known as the derivative of the original meeting minutes document and shall be submitted along with the original at the time of registration.

Registration form

The registration prescribed by the Company Law is the KR18 and shall be filled and signed by the Management Board of the firm. In cases where the member of the council has resigned him/herself or retired by age or otherwise, the application then shall be signed by that member of the Management Board on their behalf.

It is noteworthy that while making the changes to the composition of the Board, the current composition of the Board must be mentioned in section 3.2 of the application, including the members where no changes have been made.

Certification of signatures

Generally, applications are submitted online nowadays, however, where the application is submitted on paper the law necessitates that the signatures on the documents and application are certified. The signatures on the consent of the members are exempt from being certified by the notary office.

Certification is done in the below fashion:

  • A sworn notary in the Orphan’s Court if the procuration is in favor of a person who is a citizen of Latvia. For non-citizens, a sworn notary declares the place of residence. 
  • In case the documents are being submitted online, an E-signature with a time stamp shall be provided. Whereas if the document is supposed to be signed by more than one person, it may be electronically provided, only when all participants have an e-signature. 

State fee payment

A pay order or printout of the e-receipt of the payment made to the Treasury account must accompany the documents at the time of submission. The transaction may take 2 days to reflect in the accounts, hence it is advised that the payment may be made at least 2 days before submission of papers.

The state fee structure for registering changes to the council is shown in below table

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