The Company Law of the Republic of Latvia allows foreign companies to change the name and title of the companies, provided the statutes are amended accordingly at the same time. The updated statutes shall then represent the firm and the merchant thereon. The Law also allows members/stakeholders to vote in person or remotely on this change of name matter, in person or remotely.
Dos and don’ts while changing the name
The name of the firm is the same as the name of the merchant, as entered in the Commercial Register of Latvia. This name is used to address the firm in all commercial, legal, and business activities. It is therefore essential to keep the below-mentioned factors while choosing the name or changing the name of a firm.
- Includes reference to the type of merchant; eg: LLC, SIA, SE, etc.
- The use of Latvian or Latin words
- If required, digits may also be used; eg: B4U, etc.
- Punctuation marks such as question marks, commas, points, colons, etc. can be used
- Only 5 special characters are allowed; -, &, @, %, +.=. The rest of the symbols are not allowed
- Names of countries, local government authorities, and the word ‘State’ shall not be used
- The phrase ‘Republic of Latvia’ or its translation in any language is prohibited
- Misleading information, exaggerations, etc. are prohibited; eg. Very, much, biggest, largest, etc.
- Already registered name, or a name that resembles the one already registered, or creates an impression to the consumer of an already existing name – all forms are prohibited
- Each document submitted shall bear the same name, any discrepancy may lead to delays and legal action
Meeting & meeting minutes
The decision regarding the member’s meeting is required to be entered in the minutes of the meeting and duly signed by the chair of the meeting. The firm shall appoint a recording officer and at least one other member to oversee, confirm, and certify the meeting minutes process. In case any corrections and confirmations are to be made to the meeting minutes, the same can be made in a new document. Lastly, both documents must be signed in the same fashion.
In cases where there is only one member in the company, he/she may prepare and sign the decision instead of preparing meeting minutes or its derivative.
furthermore, the meeting minutes document must contain the below:
- Company name
- Number of participants in the meeting
- Location of meeting; date and time
- Size of the share capital subscribed by the company, paid-up fixed capital, and the voting capital
- Name of the participants, their share size, and voting rights
- Name and details of the chair, recording officer, and the selected member for the correctness of the protocols
- Agenda of the meeting
- The decision taken
- Record of votes cast in favor or against the decision
A decision can only be taken if two-thirds or more votes have been cast in favor of the decision. If the article of association specifies a larger number then the same shall prevail.
Registration form, certifying signatures & fees
The application form to be used for the change of name is called the KR18 and must be signed by the Management board.
The signatures made on the meeting minutes, and the form shall be verified and certified in the following manner:
- 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.
Lastly, the fee for changes on a regular timeline i.e., 3 working days is EUR 40, while for speedy registration the applicant must accompany a pay order drawn in favor of the State Treasury for EUR 120. The urgent service was expedited to one working day
