A capital company with a registered office in any European Union (EU) member state, transferring to Latvia is also understood as cross-border reorganization. This means the company will continue to operate in Latvia and abide by its regulatory enactment. This reorganization is carried out in two stages
The shareholders’ meeting to decide on the registered office’s transfer involves the newly founded company’s bylaws approved by them, the delegate to be a part of the administrative bodies, and the performance of other key operations for establishing the company.
This transformation will be in accordance with the rules of Conversion of the Commercial Law of Latvia, the provided documents will meet the requirements of Latvian regulatory statutes, and there are no legal obstacles to the registration of the requested adjustments.
The Enterprise Register guarantees that an entry is made in the Business Register regarding a new commercial company. They also record the ‘rights predecessor,’ and the required documents are as follows:
- Details about the legal entity registered in the Company’s home state.
- A confirmation from the home Member State’s business register authority on the state of the nation of origin with a pre-clearance certificate for the transfer of the registered office to another EU Member State.
- A board and council decision on the transfer of the company’s registered office and their acceptance of the bylaws
- The expert’s opinion on the appropriateness of the property
- The company’s bylaws
- The consent of each member of the Management Board to assume office with certified signatures
- . A receipt, a printout of online bank payment, or information regarding the payment of the State charge.
The deadline for submitting these documents to the Enterprise Register is 14 days after the conclusion of all operations and no sooner than three months following the publication date of the notification.
Articles of Association
The purpose of the articles of association is to outline the company’s most fundamental operating principles. This means that they are set and signed by the founder or all founders of the company, and they contain the company’s founding documents:
- The Name of the firm;
- The duration and purpose of the operation of the company
- The size of the fixed capital is the number of shares and its nominal value;
- The rights of representation of members of the management board to represent the company either individually or jointly;
- The number of members of the council;
- If there are any special rules for the disposal of shares;
- If the company has different classes of shares or a category of shares, it should indicate the rights each category of shares enjoys and the number and nominal value of each category of shares;
- The statutes provided for the conversion of the shares’ name into bearer shares and vice versa, the terms of conversion;
- If the shares are in paper form or dematerialized form and, where the statutes provide for the conversion of paper-based shares into dematerialized shares and vice versa, the terms of conversion;
- The company’s main commercial activity
- Other provisions deemed relevant by the founder which is not necessary;
- The Place and date of signing.
The articles of association contain provisions and do not include details of, for example, the registered office, certain persons who are shareholders and officials, or the division of shares.
Completing the Registration Form
The completed recommendation form KR4 is signed by the founders or by any other person who is entrusted with the duty by the founders (a notarized mandate is submitted).
Certifying the Signatures
When submitting papers in paper format, the document must be certified with signatures: the newly established company’s application form must include the board members’ consent with signatures to certify the application. Signatures can be authenticated as follows:
- A notary public
- In the orphan’s court, after the declared place of residence (if the person has a personal identification number belonging to the Republic of Latvia) and if there is no notary in the county, county city, or county parish.
If the documents are signed electronically, they will have a secure electronic signature and time stamp. If more than one person signs the document, it can be sent electronically if all signers have an electronic signature.
Paying the Fees
Before an application for registration is submitted and accepted, the State fee must be paid. Registration doesn’t happen until the Enterprise Register checks that the State fee is in the Treasury account.
The State fee can be paid by transferring money to any bank two days before documents are sent electronically or through the mail. The state fee is 85,000 euros.
Submitting the Documents
The Management Board or a person with permission sends the application and documents to the Enterprise Register through an e-address or e-mail that has been signed electronically or through the mail.