The transfer of the listed office of a capital company from Latvia to another Member State of the European Union is understood as a cross-border reorganization. As a result, the company continues to operate in another EU Member State but is barred from the marketable register in Latvia. The Enterprise Register doesn’t check whether the documents of the recently created marketable company (papers of association, the composition of the board, etc.) adhere to the laws of the entering State.
Still, the amended company must initiate the reorganization process by submitting the amended draft reorganization contract to the Enterprise Register. If the draft reorganization agreement has been submitted to the Enterprise Register and is attached to the company enrollment case. A meeting of shareholders shall, not earlier than one month after the publication of the draft amend the reorganization agreement, examine the draft contract and take a decision regarding reorganization. However, the announcement to creditors shall be repeated after the decision of the meeting of the members, If the company had formerly issued a notice to creditors regarding the reorganization in the formal publication Latvijas Vēstnesis.
At the same time, it should be noted that if one of the companies involved in the reorganization changed the name or was converted into another type of company during the reorganization, it shouldn’t be considered as the base for amending the draft reorganization agreement.
We point out that, according to Commercial Law, members/ shareholders have the right to share and bounce at the meeting or to bounce before the meeting.
Documents to be submitted
- Decision on the transfer of the listing office.
- Communication from the company concerning the transfer of the listing office.
- A receipt or a duplicate thereof, or a printout of online bank payment, or information on the payment of the State amount.
- The deadline for the submission of documents to the Enterprise Register is 14 days from the date of taking the decision.
The minutes of the shareholders’ meeting or shareholder decision
The decision to transfer the listing office to another EU Member State shall be taken by the meeting of the members.
The document must contain:
- The establishment registered office and enrollment number of the company are to be converted.
- The exchange rates and the quantum of the decoration (if any) for the shares of companies.
- The time from which the transferred capital shares are entitled to a tip or a share of the gains of the acquiring company and the terms affecting that period (if any).
- Rights conferred on members of the administrative bodies and administrative bodies of the company being converted by the entering company, as well as on the regulator of the company.
- The date on which the deals are to be divided into the accounts of the acquiring company will be treated as deals of the acquiring company.
- Consequences of reorganization for workers of the company to be converted.
- Conditioning to be carried out in the reorganization process and the deadlines for carrying out them.
The establishment and registered office of the acquiring company
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 State fee must be paid before the documents are submitted for enrollment. Registration shall be made only after the Enterprise Register can make sure that the State fee is credited to the treasury account.