Text consolidated by Valsts valodas centrs (State Language Centre) with amending laws of
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Section 130. Reduction of ContributionsThe reduction of the contribution of a limited partner, while it has not been entered in the Commercial Register, shall be void as to creditors. A reduction in the contribution of the limited partner does not apply to creditors the claims of which have arisen prior to the reduction of contribution being entered in the Commercial Register. [14 February 2002] Section 131. Application for Entering Change of Contribution in the Commercial Register An increase or decrease of a contribution shall be applied for entering in the Commercial Register. It is the duty of all members of the partnership to sign such an application. Section 132. Liability of Limited Partners Prior to the Entering of the Partnership in the Commercial Register (1) If a partnership has commenced its transactions prior to its entering in the Commercial Register, each limited partner who has consented to the commencement of transactions, shall be liable as a general partner in respect of the obligations of the partnership which were incurred prior to the entering of the partnership in the Commercial Register, except in cases when the creditor knew of their participation in the partnership as a limited partner. (2) If a limited partner joins an existing partnership, the provisions of Paragraph one of this Section shall be correspondingly applied to those obligations of the partnership which were incurred in the period between their joining and their entering in the Commercial Register as a limited partner. [14 February 2002] Section 133. Death of a Limited Partner In the case of the death of a limited partner, his or her heirs continue to participate in the partnership if the partnership agreement does not specify otherwise. [14 February 2002] Division XICapital CompaniesChapter 1 General Provisions Section 134. Definition of a Capital Company(1) A capital company (hereinafter in this Division – company) is a commercial company, the equity capital of which consists of the total sum of the nominal value of equity capital shares or stock (hereinafter in this Division – shares). (2) A capital company is a limited liability company or a stock company. (3) A limited liability company is a private company, the shares of which are not publicly tradable objects. (4) A stock company is a public company, the shares (stock) of which may be publicly tradable objects.
(2) A company shall be deemed to be founded and shall acquire the status of a legal person from the date when it is entered in the Commercial Register. Section 136. Shareholders(1) A shareholder is a person who has been entered in the register of shareholders (stockholders), if it has not been otherwise specified in the law. (2) Founders shall acquire the status of a shareholder from the date when the company is entered in the Commercial Register. (3) Within the scope of this Division, the concept of “shareholder” shall mean a shareholder of a limited liability company and a stockholder of a stock company. [2 May 2013] Section 137. Limitations of Liability of a Company (1) A company shall be liable for its obligations with the whole of its property. (2) A company shall not be liable for the obligations of its shareholders. (3) Shareholders shall not be liable for the obligations of the company.
(2) In the documents of incorporation of a company with supplemental liability, shall be indicated all the persons who are liable personally for the obligations of the company with the whole of their property. These persons shall be entered in the Commercial Register. Section 139. Legal Address of a Company(1) The legal address of a company shall be the address where the management of the company (headquarters of the company) is located. The board of directors shall submit an application to the Commercial Register Office in case of change of the legal address for making the relevant record. (2) A consent issued by the owner of the immovable property (building or apartment property) for registration of the legal address of a company in the relevant building or apartment property shall be appended to the application. The cadastre number of the immovable property, the given name, surname and personal identity number or name (firm name) and registration number of the owner shall be indicated in the consent. If the application is signed by a person to whom the immovable property indicated in the legal address belongs, a consent need not be submitted.
1) a person who is a relative of the founder of the company, shareholder, member of the board of directors or council up to the second degree of kinship, the spouse or brother-in-law or sister-in-law up to the first degree of affinity, or a person with whom he or she has a shared household; 2) another commercial company, in which the majority of shares of a capital company or investment (capital) shares of a partnership belong to the relevant founder, shareholder, member of the board of directors or council; 3) another capital company, in which the relevant founder, shareholder, member of the board of directors or council is a member of the board of directors or council. Section 139.2 Conclusion of a Transaction with the Founder, Shareholder or Related Person (1) In cases where a company, within two years after founding thereof if a longer period of time has not been specified in the articles of association, concludes a transaction with the founder, shareholder or related person regarding acquisition of such property, the value of which exceeds one tenth of the equity capital of the company, the meeting of shareholders shall approve the conclusion of the transaction or give a consent to the conclusion of the transaction. (2) If a limited liability company conforms to the features specified in Section 185.1 of this Law, the condition of Paragraph one of this Section shall be applied, if the transaction is concluded for a acquisition of such property, the value of which exceeds one tenth of the minimum equity capital referred to in Section 185 of this Law. (4) The fact that the board of directors has not received a consent of the meeting of shareholders for the acquisition of property from a related person, shall not be binding to the third party, except the case when the third party was aware that a consent of the meeting of shareholders is necessary and it has not been given. (5) The provisions of Paragraphs one, two, three and four of this Section shall also apply to cases when the property has been acquired from the relevant person multiple times and the total value thereof exceeds the limit specified in Paragraph one of this Section. In such case an approval or consent of the meeting of shareholders shall be necessary for the last transaction, as a result of which the referred to limit is exceeded, as well as to each subsequent transaction concluded by the company with the person. (6) In the cases referred to Paragraphs one, two and five of this Section the property shall be assessed in accordance with the provisions of Section 154 of this Law. (7) The provisions of Paragraphs one, two, three and four of this Section shall not apply to cases when the property has been acquired within the scope of the regular commercial activities of the company for the regular value, in a transaction without compensation, at an auction, in a stock-exchange transaction or in accordance with a court adjudication. (8) Transaction of one shareholder in a company between the company and the shareholder thereof shall be concluded in writing, and an approval or consent of the meeting of shareholders shall not be necessary for the conclusion of such transaction.
(2) If in the case referred to in Paragraph one of this Section there is a conflict of interests between the company and any member of the council or related person, the interested member of the council shall not have the voting rights, and it shall be entered in the minutes of the council meeting. (3) In the case referred to in Paragraph one of this Section also such member of the council shall not have the voting rights who is a relative of the interested member of the council up to the second degree of kinship, the spouse or brother-in-law or sister-in-law up to the first degree of affinity, or a person with whom he or she has a shared household. (4) If no member of the council has the voting rights, the conclusion of the transaction shall be approved or a consent for conclusion of the transaction shall be given by the meeting of shareholders. (5) A transaction between the company and a member of the board or directors of council thereof shall enter into effect only after such transaction has been approved by the council or meeting of shareholders. (6) The fact that the board of directors has not received a consent of the council or meeting of shareholders for a transaction between the company and the related person shall not be binding to the third party, except the case when the third party was aware that a consent of the council or meeting of shareholders is necessary and it has not been given. (7) The provisions of this Section shall not apply to transactions, which have been concluded within the scope of the regular commercial activities of the company for the regular value, to transactions without compensation, auctions, stock-exchange transactions or cases when the transaction has been concluded in accordance with a court adjudication.
Founding of Companies |