Text consolidated by Valsts valodas centrs (State Language Centre) with amending laws of

Section 18. Definition of an Undertaking

An undertaking is an organisational economic unit. The undertaking includes both tangible and intangible things belonging to a merchant, as well as other economic benefits (value), which are used by the merchant to perform commercial activities.

1) it is contained in the undertaking of the merchant or is directly related thereto;

2) it is not generally accessible to third parties;

3) it is of an actual or potential financial or non-financial value;

4) its coming at the disposal of another person may cause losses to the merchant;

5) in relation to which the merchant has taken reasonable measures corresponding to a specific situation to preserve secrecy.

(2) A merchant has exclusive rights to commercial secrets.

(3) A merchant has the right to request the protection of commercial secrets, as well as compensation for losses, which have been caused by the illegal disclosure, or use of the commercial secrets.

(2) In the case of the transfer of ownership or use of an undertaking or an independent part thereof, claims and other rights included in the undertaking or its part shall be transferred to the acquirer of the undertaking.

(3) An agreement, which is in contradiction to the provisions of this Section, shall be void as to third parties.

[14 February 2002; 22 April 2004]
Section 21. Transfer of an Undertaking of an Individual Merchant to a Partnership
(1) If an undertaking of an individual merchant is transferred to a partnership which is founded by this individual merchant and another person, the partnership thus founded shall be liable for all the obligations of the individual merchant included in the undertaking.

(2) In the case of the transfer of an undertaking, claims and other rights in relation to debtors included in the undertaking shall be transferred to the partnership thus founded.

(3) An agreement, which is in contradiction to the provisions of this Section, shall be void for third parties.
Section 22. Definition of a Branch
A branch is an organisationally independent part of an undertaking, which is territorially or otherwise separated from the principle undertaking and at the location of which commercial activities are systematically performed in the name of the merchant.

[14 February 2002]
Section 23. Entering of a Branch in the Commercial Register
(1) The opening of a branch, based upon an application from a merchant, shall be entered in the Commercial Register.

(2) The following shall be indicated in the application:

1) the firm name and registration number of the merchant;

2) the firm name of the branch if it differs from the firm name of the merchant;

3) the legal address of the branch;

4) the person who is authorised to represent those activities of the merchant which are related to the branch, and the scope of their powers.

(3) A consent issued by the owner of the immovable property (building or apartment property) for registration of the legal address of a branch 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.

[16 June 2011]

Section 24. Deletion of a Branch from the Commercial Register

A branch shall be deleted from the Commercial Register:

1) on the basis of an application by the merchant regarding the closure of a branch; or

2) if the merchant is deleted from the Commercial Register.

(2) In an application for the entering of a branch of a foreign merchant in the Commercial Register the following shall be indicated:

1) the firm name of the branch;

2) the firm name of the foreign merchant;

3) the legal address of the branch;

4) the location (legal address) of the foreign merchant;

5) [16 March 2006];

6) the register in which the foreign merchant is registered and registration number if the law of the state of the location of the foreign merchant provides for the entering of the merchant in a register;

7) the person who is authorised to represent those activities of the foreign merchant which are related to the branch, and the scope of such powers;

8) the type of foreign merchant.

(3) The following documents shall be appended to the application for the entering of a branch of a foreign merchant in the Commercial Register:

1) a document which certifies the registration of the merchant in the relevant state, or a notarised copy of such document, if the law of the state of the location of the foreign merchant provides for the entering of the merchant in a register;

2) a permit to open a branch if such is provided for by law;

3) a notarised copy of the articles of association, memorandum of association or a document equivalent to such of the merchant;

4) a document which certifies the authorisation of a person to represent the foreign merchant in all activities associated with the branch, and the scope of such powers;

5) a consent issued by the owner of the immovable property (building or apartment property) for registration of the legal address of a branch of a foreign merchant in the relevant building or apartment property. 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.

(4) The person referred to in Paragraph two, Clause 7 of this Section, the foreign merchant or lawful representatives of such merchant shall submit an application to the Commercial Register Office regarding:

1) the termination of activities of the merchant, the initiation and completion of legal protection and insolvency proceedings, invitation to tender or proceedings equivalent thereto;

2) the liquidation of the merchant, as well as re-organisation if the foreign merchant is a company;

3) the appointment of an administrator or liquidator indicating the given name, surname, residential address and scope of powers of the administrator (liquidator); or

4) the deletion of the branch from the Commercial Register.

(5) The persons referred to in Paragraph four of this Section shall submit an application to the Commercial Register Office regarding any changes in the composition of such persons and the scope of their powers.

(6) The annual accounts of a foreign merchant shall be submitted to the Commercial Register Office if the law of the state of the location of the foreign merchant provides for the submission of the annual accounts to the state register of the location of the merchant.

(7) All documents to be submitted to the Commercial Register shall have attached notarised translations in the Latvian language.

(8) A foreign merchant has the right to open a representative office in Latvia. A representative office is not a legal person, and it does not have a right to conduct commercial activities in Latvia.

[22 April 2004; 24 April 2008; 16 June 2011]

Division IV