Latvian Limited Liability company liquidation or termination of activities

The liquidation of SIA at the action of the participants is to be carried out in two phases. This section reads the way of the first phase of the winding-up of the SIA. On the other hand, the arrangements for the conclusion of liquidation and the resumption of operations, and the way of the alternate phase of liquidation or the ending phase shall be read in other sections. 

The decision regarding the termination and the inception of the liquidation process. Phase 1 shall be taken by the meeting of the participants. Members may appoint one or further natural persons as liquidators. 

We point out that, according to Commercial Law, members/ shareholders have the right to share and select at the meeting or to vote before the meeting.

Documents to be submitted 

  • Operation form KR13. 
  • The decision of the meeting of members (to be certified by notarial, or by a secured signature to be submitted electronically).
  • The agreement of the liquidator to take office (to certify the notarial, or with a secure signature to be submitted electronically). Don’t have to be submitted if an already existing member of the Board becomes a liquidator;
  • A receipt or a duplicate thereof, or a printout of online bank payment, or information regarding the payment of the State amount. 

The time limit for the submission of documents in the Enterprise Register is 3 days from the relinquishment of the decision. 

Still, if the exertion of the SIA has been terminated based on court adjudication, and no interested person has recommended a liquidator seeker to the court if an entry in the Commercial Register regarding the termination of conditioning has been made for violations on the basis of a decision of the State Revenue Service or the Enterprise Register. In a similar case, an operation shall be submitted, notarised, or the concurrence of a liquidator written with a secure electronic signature and time stamp to take a position, a receipt, or other information regarding the payment of the State fee in the Treasury account. 

Minutes of the shareholders’ meeting or shareholder decision 

The minutes of the meeting of members of the decision of the party shall decide on the termination and inception of the winding-up proceedings and the appointment of the liquidator. 

The decision of the meeting of members shall be entered in the minutes written by the meeting leader, the recording officer, and at least one selected member of the meeting-the evidence of the correctness of the minutes or drawn up in the form of a separate document written by the meeting leader and at least one member selected as evidence of the correctness of the decision. 

Still, he or she shall prepare and sign the member’s decision rather than the protocol, If the SIA has only one member. 

The document must contain

  • The name of the company (establishment). 
  • The number of minutes of the meeting of members of the decision of the party. 
  • The position and date of the meeting.
  • The size of the share capital written by the company, the paid-up fixed capital, and the voting capital (not to be indicated in the party’s decision).
  • The given name and surname of the members present, the number of shares, and the size of the share capital with voting rights.
  • The given name, the surname of the meeting leader, recording officer, and party- certifying the correctness of the protocol (not to be indicated in the party’s decision).
  • The institution convening the meeting and the time when the notice has been transferred for convening the meeting (shall not be indicated in the decision of the party). 
  • Docket of the meeting (not to be specified in the party’s decision). 

A decision shall be taken if not lower than two-thirds of the votes represented at the meeting have been cast in respect of it if the bills don’t specify an advanced number of votes. 

The original or secondary of a protocol or decision, the correctness of which is certified by the same person/-a who wrote the original, shall be submitted to the register of undertakings. 

The operation form KR13 shall be written by the Management Board. 

The operation shall specify the time for the operation of creditors’ claims, as well as the address at which creditors may apply for their claims.

The deadline for the operation of creditors is one month if a longer deadline for the operation of creditors isn’t specified in the meeting decision of the members of the court adjudication regarding the termination of the exertion of the SIA. 

The State fee must be paid before the operation for enrollment is submitted. Registration shall be made only after the Enterprise Register can make sure that the State fee is credited to the Treasury account. 

The State fee may be affected using a transfer to any bank 2 days before the submission of documents electronically or by post. 

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