A European company, known as Societas Europaea (SE), can be liquidated in two stages. Firstly, the decision for terminating the operations and initiating the liquidation process has to be taken by the shareholders in a meeting specially called for this purpose. The board performs its role as the prime liquidator unless the Board decides to authorize another person or firm in the shareholders’ meeting. One or more persons or firms may be appointed as liquidators as long as the decision is made in the Board meeting held specifically for this purpose.
Essential Documents to be submitted
- Application form SE3 fully filled and signed
- Certified minutes of the shareholders’ meeting
- Agreement between the liquidator and the firm in cases where the firm appoints a person or firm (s) as liquidator
- Receipt or printout of payment of the state fee
Furthermore, where the termination of the business is a result of a decision from the State Revenue Service or Enterprise Register or a court’s decision and a liquidator has not been appointed by the firm; in such cases, any interested person or firm may apply to assume the role of a liquidator. An application by the same may be submitted with paid receipt of the fee to the Treasury account.
The registration form SE3 is required to be filled out and signed by the management board. The resolution of creditors’ claims, as well as the process and office where the creditors may file for claims, must be specified in the application.
The office address for creditors’ claims resolution shall be the same as entered in the State Address Register.
Where the submission of the documents is made on paper, it is important that the signatures on the meeting minutes and application form are certified.
The signatures are certified as under:
- 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 and payment
The state fee can be paid via pay order drawn in favor of the State Treasury or online in a bank account. In the case of the latter, a printout of the e-receipt must be attached to the application. The law requires the firms to pay EUR 30 for regular registration, which may take up to 3 working days to take effect. To expedite the process to one working day the fee amounts to EUR 90.
Submitting the documents
The merchant or an authorized representative may submit the documents and the application within 14 days after the decision is made.
In this regards no notarial certification is required if the application and the documents are being submitted electronically or through e-mail. However, a secure e-signature with a timestamp is compulsory.
Furthermore, secure e-signs that are issued abroad are also permissible.
In cases where the documents are submitted in paper format, the same must be delivered through the post to the Enterprise register. In such cases, an e-signature is valid only if all members have a secure electronic signature, otherwise, only physical signatories may sign the documents and the form.
Appointing and becoming an authorized representative of a firm
In cases where the firm appoints a third person or a firm as its legal representative, it must do so by issuing a power of attorney to that person or firm. Within the legal framework and during the validity of the power of attorney, the representative shall enjoy the rights and uphold the responsibilities as stated below:
- Represent the merchant in all merchant-related activities as per the scope mentioned in the power of attorney. May apply for entry in the commercial register, and exercise the right to alienate, pledge, or enter into an agreement related to real estate and other business transactions.
- Responsible to fulfil the merchant’s obligation related to the submission of application for liquidation and termination of activities. Initiate and complete activities related to insolvency and provide legal cover to the entire process.