Text consolidated by Valsts valodas centrs (State Language Centre) with amending laws of
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Transitional Provisions1. This Law shall come into force on 1 January 2002. [26 June 2001] 2. The procedures for the coming into force of this Law shall be determined by a special law. 3. The Cabinet shall, up to 1 March 2001, ensure the necessary funding for the implementation of the conditions for the coming into force of the Commercial Law. [21 December 2000] 4. In order to ensure the compliance of the articles of association of a capital company and a partnership with the requirements of this Law in respect of the condition that members of the board of directors or members of the partnership are not limited in their right of representation by a proctor, the capital company shall submit the relevant amendments to the articles of association to the Commercial Register Office by 1 June 2005, if there specify that one or several members of the board of directors are entitled to represent the capital company only jointly with a proctor, or the partnership shall apply the change in the representation model to the Commercial Register Office, if it is specified in the partnership agreement that one or several members of the company are entitled to represent the partnership only jointly with a proctor. Until making of the relevant amendments to the articles of association of the capital company or to the partnership agreement, but not longer than until 1 June 2005, the representation model specified in the articles of association of the capital company or in the partnership agreement shall be in force. [22 April 2004] 5. The second sentence of Section 149, Paragraph three, Clause 5 and the third sentence of Section 224, Paragraph two (regarding the right of the member of the board of directors not to submit a written consent to be a member of the board of directors), as well as amendments, by which Clause 5 of Section 25, Paragraph two and Clause 4 of Section 75, Paragraph three of this Law are deleted, shall come into force on 1 July 2006. [16 March 2006] 6. New wording of Section 10, Paragraph two, amendments to the second sentence of Section 38, Paragraph one, Section 107, Paragraph three, the first sentence of Section 149, Paragraph three, Clause 6, Section 320, Paragraph one, Clause 3, as well as the second sentence of Section 9, Paragraph one, Clause 9 of this Law (regarding the right of an official of the Commercial Register Office to certify sample signatures) shall come into force on 1 July 2006. [16 March 2006] 7. The Cabinet shall issue the regulations referred to in Section 15, Paragraph three of this Law not later than by 1 July 2006. [16 March 2006] 8. Starting from 10 April 2006 when amendments to the Law come into force, which determine that the data regarding an auditor are not the data to be entered in the Commercial Register, an official of the Commercial Register Office, without taking a separate decision and applying the provision of Section 11 of this Law, shall make a record in the Commercial Register regarding exclusion of such data from the Commercial Register, which contain information regarding an auditor of the company. [16 March 2006] 9. A natural person whose economic activity complies with the activity of a commercial agent (Section 45 of this Law) or the activity of a broker (Section 64, Paragraph one of this Law) and who is not registered in the Commercial Register, shall apply himself or herself for registration in the Commercial Register by 31 December 2008. [24 April 2008] 10. Amendments to Section 181 (regarding exclusion of this Section) shall come into force concurrently with amendments to the Annual Accounts Law and the Law On Consolidated Annual Accounts in which the procedures for submission of annual accounts and consolidated annual accounts are specified. [24 April 2008] 11. If a stock company has bearer stocks, which have not been entered in the Latvian Central Depository in accordance with the provisions of the Financial Instrument Market Law, the stock company shall, not later than until 31 December 2009, take a decision on the conversion of bearer stocks to entered stocks or shall ensure the record of bearer stocks in the Latvian Central Depository. [24 April 2008] 12. If the main types of commercial activity are not specified in the articles of association of a stock company, the company shall, by taking into account the requirements of Section 144, Paragraph two, Clause 4 of this Law, make the relevant amendments to the articles of association thereof and submit them to the Commercial Register Office not later than until 31 December 2009. [24 April 2008] 13. Section 154, Paragraph 3.2 of this Law shall come into force on 1 June 2008. [24 April 2008] 14. The opinions regarding valuation of the property contribution provided until 1 June 2008 shall be in force until 31 December 2008. [24 April 2008] 15. Division D of this Law shall come into force on 1 January 2010. [18 December 2008] 16. If the limitation period specified in the Civil Law or other law has not expired on the day of coming into force of Division D of this Law, however, the Division D of this Law determines a shorter limitation period, the limitation period specified in Division D of this Law, which is counted from 1 January 2010, shall be applicable. If, according to such calculation, the limitation period is longer than the present limitation period, the limitation period shall expire on the day when it would have elapsed in accordance with the Civil Law or other regulatory enactment. [18 December 2008] 17. Section 11, Paragraph four and Section 15, Paragraph 1.1 of this Law shall be in force until 1 May 2012. [15 April 2010] 18. Amendments to Section 28 of this Law shall come into force concurrently with amendments to the Law On the Enterprise Register of the Republic of Latvia, which provide for a condition to be observed in the creation and registration of a firm name of a merchant that the firm name of the merchant applied for registration shall not coincide with a firm name or name applied for entering or entered in the registers of the Commercial Register Office. [15 April 2010] 19. Amendments to Section 28 of this Law regarding a firm name being different from firm names or names which have already been entered in other registers of the Commercial Register Office shall not affect the right of the merchant to a firm name, which has been entered in the Commercial Register until the coming into force of these amendments. [15 April 2010] 20. If a member of the board of directors or of the council of a limited liability company was elected by 30 April 2010 and his or her authorisation has not expired by 1 May 2010, it shall be considered that the member of the board of directors or of the council has been elected for an indefinite period of time. This condition shall not be applicable in case if the term of authorisation of the board of directors of the council has been determined in the articles of association of the company. [15 April 2010] 21. If a member of the board of directors or of the council of a stock company was elected by 30 April 2010, his or her authorisation shall expire on the date when it would have expired in accordance with the provisions of this Law, which were in force on the date when the member of the board of directors of the council was elected. [15 April 2010] 22. Amendments to Section 154, Paragraphs one and 1.1 of this Law (regarding the maintaining of the list of valuators of property contributions) shall come into force on 1 July 2010. [15 April 2010] 23. Starting from 1 July 2011 when amendments to the law come into force determining that information regarding place of residence of a person is not information to be entered in the Commercial Register, an official of the Commercial Register Office, without taking a separate decision and without applying the provisions of Section 11 of this Law, shall make an entry in the Commercial Register regarding exclusion of such information from the Commercial Register, which contains information regarding the place of residence of a person. [16 June 2011] 24. During a time period from 1 July 2011 until 1 April 2014 the laid down in Section 9, Paragraph four of this Law (that the Commercial Register Office shall provide information regarding the address of a person where he or she may be reached upon a justified request) shall not apply to the information regarding the place of residence of a person, which has been entered in the Commercial Register until 1 July 2011. [16 July 2011; 16 January 2014] 25. If a member of a partnership or a shareholder or stockholder of a capital company, by 12 July 2011, has acquired at least 25 per cent of investment (capital) shares of the partnership or equity capital shares or stock of the capital company and the number of the investment (capital) shares of the partnership or the equity capital shares or stock of the capital company belonging to him or her has not reduced until the day of submitting the notification, he or she has a duty to submit the notification referred to in Section 17.1, Paragraphs two and three of this Law to the partnership or capital company not later than by 31 December 2011. [8 July 2011] 26. The new wording of Section 8, Paragraph five, Clause 4.1 of this Law, amendments to Section 210, Paragraph one, Clause 9, Section 218, Paragraph one, Section 268, Paragraph one, Clause 10, Section 284, Paragraph two, as well as Division XIV1 (regarding suspension and renewal of activities of a merchant) shall come into force from 1 January 2014. [29 November 2012] 27. The Cabinet shall, until 30 June 2013, prepare and submit to the Saeima the amendments necessary to the regulatory enactments regulating taxes and accounting in relation to suspension and renewal of activities of a merchant on the basis of a decision of the merchant. [29 November 2012] 28. Section 7, Paragraph four of this Law shall come into force from 1 January 2014. [2 May 2013] 29. An official of the Commercial Register Office shall perform certifications of the signature of a person specified in Section 9, Paragraph one and Section 10, Paragraph two of this Law to full extent, starting from 1 January 2014. Until 31 December 2013 the official of the Commercial Register Office shall certify the signature of a person on an application regarding: 1) entering of a merchant in the Commercial Register, if the application regarding entering of a merchant in the Commercial Register has been submitted; 2) entering of a capital company in the Commercial Register, if the capital company is founded by one founder; 3) entering of such capital company in the Commercial Register, which conforms to the provisions of Section 185.1, Paragraph one of this Law. [2 May 2013] 30. If the application referred to in Section 10, Paragraph two of this Law or a document appended thereto has been submitted to the Commercial Register Office until 30 June 2013, but an official of the Commercial Register Office examines it after 30 June 2013, the official is entitled to take a relevant decision also if the signature on the application or the document appended thereto has not been notarised (except an application regarding entering of a merchant in the Commercial Register and a consent of a person to hold the office of the member of the board of directors of a capital company or the liquidator of a commercial company). [2 May 2013] 31. Until 30 June 2013 limited liability companies registered in the Commercial Register shall, in accordance with the requirements of Section 187 of this Law, draw up and not later than until 30 June 2015 submit the current register of shareholders of the company to the Commercial Register Office. [2 May 2013] 32. The provisions of this Law regarding the right of pre-emption shall be applicable, if the transaction of alienation, including transfer, of the equity capital shares of a limited liability company has been concluded after 30 June 2013. [2 May 2013] 33. During the time period from 1 July 2013 until 30 June 2014 a capital company, which has been registered in the Commercial Register until 30 June 2013, is entitled to take a decision in the meeting of shareholders or stockholders on amendments to the articles of association, determining that the progress of the meeting of shareholders or stockholders is certified by a sworn notary (Section 9, Paragraph 3.1), with a simple majority of votes of the shareholders or stockholders present in the meeting of shareholders or stockholders. [2 May 2013] 34. Amendments to Section 333.3 of this Law regarding deletion of Paragraph six and amendments to Section 333.5 regarding deletion of Paragraph three shall come into force from 1 January 2014. [2 May 2013] 35. Amendments to Section 75, introduction of Paragraph one and Clause 1, Section 151, Paragraph two, Section 154, Paragraph two, Section 172, Paragraphs two and six, Section 185, Section 186, Paragraph one, Section 225 of this Law (by which amounts of money in lats are expressed in euro), as well as new wording of Section 230 and exclusion of Section 443, Paragraph two shall come into force from 1 January 2014. [19 September 2013] 36. Starting from 1 January 2014 when amendments to this Law come into force regarding denomination of the equity capital and nominal value of the equity capital share (stock) of the capital company from lats to euro, an official of the Commercial Register Office may take a decision to enter the capital company in the Commercial Register, if the equity capital and nominal value of the equity capital share (stock) are expressed in lats in the documents of incorporation and application regarding entering of the capital company in the Commercial Register has been submitted to the Commercial Register Office by 31 December 2013. [19 September 2013] 37. If the equity capital of the capital company is expressed in lats, starting from 1 January 2014: 1) a nominal value of the equity capital share of the limited liability company shall be expressed in whole lats and amount of the equity capital may not be lesser than the amount laid down in Section 185 of this Law, taking into account the exchange rate of lats against euro that has been determined by the Council of the European Union in accordance with Article 140 (3) of the Treaty on the Functioning of the European Union; 2) a nominal value of the equity capital share of the limited liability company conforming to the conditions of Section 185.1, Paragraph one of this Law shall be expressed in whole lats and amount of the equity capital may not be lesser than the amount laid down in Section 185.1 of this Law, taking into account the exchange rate of lats against euro that has been determined by the Council of the European Union in accordance with Article 140 (3) of the Treaty on the Functioning of the European Union; 3) a nominal value of the joint stock company stock shall be expressed in whole lats and amount of the equity capital may not be lesser than the amount laid down in Section 225 of this Law, taking into account the exchange rate of lats against euro that has been determined by the Council of the European Union in accordance with Article 140 (3) of the Treaty on the Functioning of the European Union; [19 September 2013] 38. A capital company, the equity capital of which is expressed in lats, shall apply amendments to the articles of association to the Commercial Register Office which stipulate denomination of the equity capital and nominal value of the equity capital share (stock) from lats to euro. [19 September 2013] 39. Starting from 1 July 2014, when applying amendments to the articles of association to the Commercial Register Office, a capital company, the equity capital of which is expressed in lats, shall concurrently stipulate denomination of the equity capital and a nominal value of the equity capital share (stock) from lats to euro. [19 September 2013] 40. If in conformity with Paragraph 38 or 39 of the Transitional Provisions of this Law a limited liability company applies amendments to the articles of association to the Commercial Register Office which stipulate denomination of the equity capital and nominal value of the equity capital share (stock) from lats to euro, it shall additionally submit the last division of the register of shareholders in which nominal value of a share of the equity capital is expressed in euro. [19 September 2013] 41. A nominal value of the equity capital share (stock) acquired by denomination performed in conformity with Section 22, Paragraphs two and three of the Law on Procedure for Introduction of Euro shall be rounded down up to the nearest value which divides with minimum nominal value of the equity capital share (stock) in euro without remainder. The capital company may determine other nominal value of the equity capital share (stock), where it is necessary for the conforming to the principles laid down in the Section 22, Paragraph one of the Law on Procedure for Introduction of Euro [19 September 2013] 42. Remaining value of the equity capital shares (stocks) acquired by denomination [including determining other nominal value of the equity capital share (stock)] performed in conformity with Section 22, Paragraph three of the Law on Procedure for Introduction of Euro, which is paid out to shareholders (stockholders) of the capital company or transferred to the reserves of the capital company, shall be the value which cannot be expressed in new equity capital shares (stocks) and granted to shareholders (stockholders) of the capital company in proportion to the equity capital shares (stocks) belonging to them. [19 September 2013] 43. Denomination of the equity capital and equity capital share (stock) of the capital company from lats to euro which is performed in conformity with Section 22 of the Law on Procedure for Introduction of Euro and Paragraphs 41 and 42 of the Transitional Provisions of this Law shall not be considered as reduction of the equity capital of the capital company within the meaning of this Law. In an application to the Commercial Register Office the board of directors shall certify that the principles laid down in Section 22, Paragraph one of the Law on Procedure for Introduction of Euro have been complied with in the denomination of the equity capital and equity capital share (stock) and the interests of creditors are not involved. [19 September 2013] 44. Starting from 1 January 2014 a decision of the meeting of shareholders (stockholders) of the capital company to amend the articles of association, which stipulate denomination of the equity capital and equity capital share (stock) of the capital company from lats to euro, shall be taken by simple majority of votes of shareholders (stockholders) present in the meeting of shareholders (stockholders). [19 September 2013] 45. If an application regarding amendments to the articles of association of the capital company and the last division of the register of shareholders of the limited liability company are submitted to the Commercial Register Office during a time period from 1 January 2014 until 30 June 2016 and in a decision of the meeting of the shareholders (stockholders) to amend articles of association, in a new full wording of the articles of association and in the last division of the register of shareholders of the limited liability company only denomination of the equity capital and nominal value of the equity capital share (stock) or other amount of money laid down in the articles of association from lats to euro is intended: 1) a capital company shall not be subject to the requirement regarding notarial certification of the signature on the minutes of the meeting of the shareholders (stockholders) or derivative thereof, a new full wording of the articles of association and the last division of the register of shareholders of the limited liability company; 2) a capital company shall be released from the State fee for the registration of the amendments to the articles of association and last division of the register of shareholders to the Commercial Register and making of entries in the Commercial Register which are related to the denomination of the equity capital and nominal value of the equity capital share (stock) or other amount of money laid down in the articles of association from lats to euro; 3) a capital company shall be released from charge for the entries and announcement of information in the official gazette Latvijas Vēstnesis, which are related to the denomination of the equity capital and nominal value of the equity capital share (stock) or other amount of money laid down in the articles of association from lats to euro. [19 September 2013] 46. Sub-paragraphs 2 and 3 of Paragraph 45 of these Transitional Provisions shall also be applied if in addition to the articles of association of the limited liability company which stipulate denomination of the equity capital and nominal value of the equity capital share from lats to euro, the actual register of the shareholders of the company is submitted to the Commercial Register Office in conformity with Paragraph 31 of these Transitions Provisions. [19 September 2013] 47. Starting from 1 January 2014 an amount of the investment of each limited partner and total amount of investments of the limited partners entered in the Commercial Register expressed in lats, the Commercial Register Office shall express in euro until 1 July 2014 taking into account the exchange rate of lats against euro that has been determined by the Council of the European Union in accordance with Article 140 (3) of the Treaty on the Functioning of the European Union. The entry shall be announced in the official gazette Latvijas Vēstnesis free of charge. [19 September 2013] 48. A new wording of Section 8, Paragraph five, Clause 7 of this Law (on what information is to be entered in the Commercial Register regarding a guardian of the member of an individual merchant or partnership with the right of representation) and Section 7.1 of this Law shall come into force form 1 September 2014. [16 January 2014] 49. Until 1 October 2014 the Commercial Register Office, without taking a separate decision, shall update the information entered in the Commercial Register until 31 August 2014 regarding a trustee of the individual merchant by replacing the name and surname of the trustee with the information regarding establishment of trusteeship. [16 January 2014] 50. Section 161.1 of this Law, as well as amendments to Section 161, Paragraph four and Section 182, Paragraph three of this Law (regarding the procedures for determination, calculation and paying out of extraordinary dividends) shall come into force from 1 July 2014. [16 January 2014] 51. Until 1 March 2014 the Cabinet shall draw up and submit to the Saeima the necessary amendments to the laws and regulations governing taxes and accounting in relation to the procedures for determination, calculation and paying out of extraordinary dividends. [16 January 2014] Informative Reference to the European Union Directives This Law contains legal norms arising from: 1) Directive 2009/101/EC of European Parliament and of the Council of 16 September 2009 on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent; 2) Directive 2012/30/EU of the European Parliament and of the Council of 25 October 2012 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent; 3) Directive 2011/35/EU of the European Parliament and of the Council of 5 April 2011 concerning mergers of public limited liability companies; 4) Sixth Council Directive 82/891/EEC of 17 December 1982 based on Article 54 (3) (g) of the Treaty, concerning the division of public limited liability companies; 5) Eleventh Council Directive 89/666/EEC of 21 December 1989 concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State; 6) Directive 2009/102/EC of 16 September 2009 of the European Parliament and of the Council in the area of company law on single-member private limited liability companies; 7) Council Directive 86/653/EEC of 18 December 1986 on the coordination of the laws of the Member States relating to self-employed commercial agents; 8) [16 January 2014];
10) [15 April 2010]; 11) Directive 2007/63/EC of the European Parliament and of the Council of 13 November 2007 amending Council Directives 78/855/EEC and 82/891/EEC as regards the requirement of an independent expert’s report on the occasion of merger or division of public limited liability companies; 12) Directive 2009/109/EC of the European Parliament and of the Council of 16 September 2009 amending Council Directives 77/91/EEC, 78/855/EEC and 82/891/EEC, and Directive 2005/56/EC as regards reporting and documentation requirements in the case of mergers and divisions; 13) Directive 2012/17/EU of the European Parliament and of the Council of 13 June 2012 amending Council Directive 89/666/EEC and Directives 2005/56/EC and 2009/101/EC of the European Parliament and of the Council as regards the interconnection of central, commercial and companies registers. [16 March 2006; 24 April 2008; 15 April 2010; 16 June 2011; 16 January 2014] This Law has been adopted by the Saeima on 13 April 2000. President Vaira Vīķe-Freiberga Rīga, 4 May 2000 1 The Parliament of the Republic of Latvia Translation © 2014 Valsts valodas centrs (State Language Centre) |