The cross-border merger is a result of a company in Latvia merging with a commercial company registered in another member state of the European Union, Iceland or Liechtenstein. 

The provision of the commercial law relating to the merger of capital companies is applicable in the case of cross-border companies; thereby taking into account the specific provisions for cross-border mergers laid down by the commercial law.

In the process of reorganization, the company involved in the reorganization is carried out following all regulatory enactment of the member state in which the relevant company is registered.

Stages of reorganization

It is important to also note that there are no different cross-border merger rules between companies in different areas or specific sectors, therefore they are all the same. The reorganization process is carried out in two stages

Stage one

The draft reorganization agreement will be submitted to the Enterprise Register. The company will have to reinitiate the reorganization process and submit its amended draft reorganization contract to the Enterprise Register.

Stage two

A meeting of the participants is instituted no earlier than a month after publishing the amended reorganization draft, to examine the draft contract and also make a decision regarding the reorganization in Latvia’s official gazette Latvijas Vēstnesis.

Notification to the creditor is also published to the company’s creditors and repeated after the decision of the meeting of the members.

It should be noted at the same time that if one company involved in the reorganization changes its name or transformed into another type of company during reorganization, it will not be considered as the basis for amending the draft reorganization agreement.

Paying the Fees

The State fee is compulsorily paid before the documents are submitted for registration. The Registration is made only after the Enterprise Register approves that the State fee is credited to the Treasury account.

The State fee can be executed by the means of a transfer to any bank 2 days before the submission of documents either electronically or by post. The State fee is EUR 65,00

Submitting the Documents

The application and document attached are submitted by the management board or any authorized persons. It can be submitted via:

E-service online

The different modes of online service channels are explained below

Submitting via e-service online

1. All documents are signed using an e-signature on a smart card (eID or eParaksta card) or via the eParaksts mobile app on the www.eparaks.lv site
2. The website for submission is www.latvia.lv.
3. The merchant is assured that the reply is received via electronic mail service.
4. The list of applications submitted by e-service follows with no exceptions to this rule

Electronically signed in e-address or e-mail

Submitting via electronically signed in e-address or e-mail;

1. Documents that are larger than 3 MB are to be supplied
2. Applicants using this method have to obtain a secure electronic signature from outside the country of origin before submitting any documents to this domain.
3. E-mail addresses provide a more secure route of communication between the individual and the country.
4. List of applications that can be submitted by e-service and exceptions to this rule

By post

1. Documents that have been signed and notarized may be submitted to the Enterprise Register.
2. The consignment must include a payment order for the national charge.