To restructure a company is to transform the company from one type of company to another type of company.
It is transformed from its original state to that of the acquiring company. This means that all the rights and obligations of the old company are transferred to the acquiring company, this includes the members of the old company becoming members of the acquiring company; this process of reorganization is carried out in two stages.
- The company re-initiates the reorganization contract by submitting a revised draft of the reorganization agreement to the enterprise register and attaching it to the company’s registration file.
- A meeting of the participants is conducted no later than one month after the publication of the updated draft agreement to consider the draft contract and decide on the restructuring.
Following the vote of its members, the company must make an announcement in the Latvian official gazette ‘Latvijas Vestnesis’ informing its creditors of the reorganization. It is also repeated after the members’ meeting decision. The following documents must be submitted:
- The draft of the restructuring decision
- Public announcement of the rearrangement
- A draft of the acquiring business’s terms of reference if a capital company is formed, or a contract project if a partnership is formed.
- A copy of the receipt, or a printout of online bank payment, or information regarding the payment of the state and national fees, paid separately.
Documents to be submitted
Companies must submit the paperwork to the enterprise registration 14 days after the reorganization is completed.
The corporate board member creates and signs a draft reorganization decision.
The Documents specified include:
- The firm is to be transformed registered office and registration
- The exchange rates of shares and the size of the premium
- Allocation of capital shares between the shareholders of the acquiring company
- Rules for the transfer of capital shares of the acquiring company to the shareholders of the merging, distributable or convertible company
- The time from which transferred capital share gives the right to receive dividends or a share of profits in the receiving company and the term affecting that time
- Rights conferred on the members of the supervisory bodies and executive bodies of the company being divided as well as on the controller of the company
- The date on which the transaction of the company is to be divided in the account of the acquiring company will be treated as a transaction of the acquiring company
- Consequences of reorganization for employees of the company being divided
- Activities to be carried out in the reorganization process and the deadlines for carrying out them
- The firm and registered office of the acquiring company
- Type of acquiring company
- Distribution of the property of the company to be divided between the acquiring company (the deed for the distribution of property may also be drawn in the form of a separate document).
Paying the Fees
Before submitting the documents for registration, the state fees must be paid. The enterprise registration ensures that the state fee is credited to the treasury account. The state fee is paid by wire transfer to any bank two days before submitting the documents, either electronically or via mail.
The state fee is EUR 65.00.
Submitting the Documents
The management board or an authorized person submits the paperwork and application to the enterprise registry. The documents are submitted in one of the following ways:
Online, electronically signed in e-address or e-mail, and via post.
