Amendments To The Commercial Law Of The

Original Language Title: Grozījumi Komerclikumā

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Read the untranslated law here: https://www.vestnesis.lv/op/2013/97.1


The Saeima has adopted and the President promulgated the following laws: Law commercial law (in the Republic of Latvia Saeima and the Cabinet of Ministers rapporteur, 2000, no. 11; 2001, 3, 9, 15; 2002, 6, no no; 2004, nr. 10; 2005; 2006, nr. 14, 8. no; 2008, no. 12; 2009, no 3; Latvian journal 2010, 68 no; 2011, 99, 107 no; 2012, 104, no. 199) the following amendments: 1. Replace article 4.1, first paragraph, point 7, the words "and the representative branch" with the words "or a person authorized to represent the foreign merchant in activities associated with the Affiliate". 2. Express 4.2 of the first paragraph of article 7 of the following paragraph: "7) the person authorized to represent the foreign merchant in activities associated with branch;". 3. Supplement article 7 to the fourth paragraph as follows: "(4) any person upon written request for a fee have the right to receive notice of the commercial institutions concerned each merchant's registration in case of receiving the application. Commercial register authority notice shall be the date of receipt of the application. The notification shall specify the nature of the application and the date of receipt. The type of dispatch and order, as well as the amount determined by the Cabinet of Ministers. " 4. Add to article 8, the fifth subparagraph of paragraph 5, after the words "dissolution and liquidation of" by "indicating the basis for termination". 5. in article 9: make 1 and 1.1 part as follows: "(1) the authority shall be submitted to the commercial register documents justifying the entry in the commercial register, and other legal documents. These documents will be submitted on paper or in electronic form. The commercial register submitted to the authority of the original or a certified copy of it. If the law stipulates that a person's signature on the document (application, application or other document that you want to add) the notary, but this requirement has been met, if confirmed by a sworn notary signatures, commercial officer or, if the document is drawn up in electronic form, it signed with a secure electronic signature. If the document is filed by electronic means, to be used in the commercial register of the Authority held a special online form. If the law stipulates that a person's signature on the document (application, application or other document that you want to add) the notary, which permitted another person to sign such a document but a notary. Certifying signature, sworn notary checks the person's capacity and powers of the trustee or representative. If the signature of the person certifying the authority of the commercial register, and the Governors of the person or representative of the extent of the powers of inspection of the commercial officer. If the document is drawn up in electronic form and signed with a secure electronic signature, by the commercial officer checks the person's capacity, on the basis of the population registry data, as well as trustee or delegate authority. (11) the foreign issued public documents legalized in international contracts in the order, and shall be accompanied by notarized translation into Latvian language. Private documents in foreign languages accompanied by certified translation of the Latvian language, consistent with the laws that determine the order in which the documents of which a translation in the language of the country. The commercial documents to be submitted to the authority in the Latvian language can add the translation into a foreign language. If there's a conflict between Latvian language submitted in document and its translation into a foreign language, the operator or the person on whose behalf this translation is submitted, it cannot be used against a third party. A third person in relation to the operator or the person on whose behalf the translation is filed, you can refer to this translation, unless the third party knew of the Latvian language in the document. "; Add to article 3.1 part as follows: "(31) the commercial register submitted to the authority in the Act of the notary book extract from the Corporation's members (shareholders) meeting or decision, if a corporation's Charter states that the members (shareholders) meeting minutes attest to a sworn notary." 6. in article 10: make the name of the article as follows: "article 10. The commercial register entry and add documents to the registration thing "; make the second paragraph as follows: "(2) a Person, the signature of the notary which: 1) on the application: (a) the recording in the commercial register of the merchant), (b) the members of the partnership) on the right of representation or the right of representation changes, c) for the issuance, revocation of prokūr or its volume changes, d) on partnerships the appointment of a liquidator or a recall, e) or all the applications submitted, if provided for in the statutes of the Corporation or partnership in the commercial register authority above all members signed the application; 2) on the following application documents: (a) to be added to) by limited liability companies participants ' meeting or the company's Council meeting or its derivatives, if the decision of the respective members of the Board of the Corporation for the election or revocation, b) shares of the company's shareholders ' meeting or the derivative, if a decision on the company's Board members the election or recall of the Corporation members, c) (shareholders) meeting minutes or its derivatives, and the Corporation's full text of the Statute in the new version If a decision on amendments to the statutes of the Corporation, the Corporation members of d) (shareholders) meeting minutes or its derivatives, if the decision on election of the liquidator of the Corporation, or its withdrawal, e) by limited liability companies participants register to bin, f) consent to take the Office of members of the Board of the Corporation, except where the consent of the members of the Board included the application of the commercial register authority and his signature on notary certified applications, g) consent to take the Office of liquidator of the company , h) of all shares in the public meeting of the Council or their derivatives, if provided for in the statutes of the public limited liability companies, all members of the Corporation (i)) (shareholders) meeting minutes, if provided for in the statutes of the Corporation. "; to make the seventh subparagraph by the following: "(7) the entry in the commercial register and the documents to be used in the registration that you want to add to the same day as the decision for entry or registration case documents." 7. Article 107: adding to the first part of the text by the following: "the application shall be accompanied by the written consent of each of the liquidator to be liquidator. Consent of the liquidator of the company and registration number, for which the liquidator he agrees to become. "; turn off the fourth.
8. Make 136. article first and second subparagraph by the following: "(1) a participant is a person who is a member (shareholder) in the registry if the law does not provide otherwise. (2) the founder member status is obtained by day, recorded in the commercial register of the company. " 9. the third paragraph of article 149: express the following paragraph 5: "5) each Executive Board written consent to be a Board member. If to the company for recording changes in the commercial register, the company's written consent is not required to submit again; " supplemented with paragraph 9 by the following: "9) registry of participants the first compartment." 10. Turn off the second part of article 157. 11. Article 161 of the off the fifth subparagraph, the first sentence. 12. To supplement the law with article 169.1 as follows: "article 169.1. The members of the Management Board responsibility for the conduct of members of the registry of a breach of the provisions of the Board responsible for the participant, the seizure of part or parts of the acquirer for damage incurred by the Board in violation of this law and the provisions of article 187.187.1. " 13. To supplement the article with 180 sixth subparagraph as follows: "(6) if the firm has retained earnings, the participants in this law may request the Board to convene a members meeting to decide on the use of profit. The Board announcement of the convening of the meeting, a proposal on the use of profit showing referred to in the third subparagraph. "

14. To supplement the article with 186 fourth part as follows: "(4) each part is assigned to the individual, unchanged. The order number allocated part of the release order. " 15. Article 187 be expressed by the following: ' article 187. (1) the register of members and their pay records, part of the transition, as well as reflecting members ' rights society led members of the registry. (2) the register of members is the thing that creates separate partitions. Partition is a document consisting of one time entries that reflect the full current membership. (3) the register of members shall be drawn up in duplicate in the bin. One copy of the partition is added to the registry and the other participants in this law shall be submitted to the commercial register Office. (4) the register of members is kept for 10 years after the company's removal from the register of companies. (5) the register of members in Each compartment indicates company, registration number, registered office and, where applicable, the news that the company is in liquidation or insolvency proceedings, as well as the name of the document "Member Register partition" and record the following information: 1) partition number and date; 2) record serial number using a continuous record of the numbering from the first partition of the register of members; Part 3) index numbers; 4) news about the participants: (a) a natural person): first name, last name, ID number (if the person has no social security number, date of birth, identity document number and date of issue, country, and institution that issued the documents) and the address at which it achieved, b) a legal person and a partnership name, registration number and registered office; 5) parts at face value; 6) part of each Member; 7) share capital of the Treaty or the rules of an increase of the due date, if the part is not paid; 8) date when the share capital after the company's founding or up part of the payment made in full; 9) the common representative of the participants, who appointed article 157 of this law in accordance with the procedure laid down in this article, indicating the fifth subparagraph of paragraph 4, the "a" or "b" referred to in the news about him; 10) details of parts acquired by the company itself, indicating the basic parts. (6) entries in the register of members pursuant to the following provisions: 1) entries to be made in chronological order; 2 entries for deletion and deletion) is not allowed; 3) each new partition plug-in registry participants previous partitions; 4) creating a new partition, the full recording actual composition; 5) fully paid-up shares pay situation is not repeated. (7) the register of members of the first partition entry shall be made in accordance with the terms specified in the Treaty. (8) the following entries in the register of members will be made in accordance with sections that are specified in the application for the acquisition of new part or parts of the notice of transition or other changes in the register of members and record the news, 192 of this Act in the cases specified in article. (9) each with its own signature of the Chairman of the Board or the Board authorized a Board member. Chairman of the Board of directors or the signature of the members of the Management Board which is notarised. This provision shall not apply if the Member registry changes are made to the fifth subparagraph of this article, paragraph 4 of the news. (10) if the Member is part of the record players seized, register with your signature in partition also represent parts of the seizure and the winner. Part of the seizure and the signatures of the notarial deed which the acquirer. (11) the register of members is entitled to get to know the players, the Board and the members of the Board of Auditors, as well as the competent public authority. (12) the participant has the right to be Chairman of the Board or the Management Board authorised the Executive Board members of society a certified extract of the register for suspension parts to himself or the public registry a copy of the last bin. " 16. To supplement the law with article 187.1 of the following: ' article 187.1. Entry in the register of members and the application of changes in the register of members of the authority of the commercial submission (1) notice of entry in the register of members of the public by a person, for which the entry is to be made. (2) the Portion of part of seizures and seizure of the acquirer submits the joint statement certifying the transfer parts, or the business of the original or a notarized copy of the parts are placed. (3) If parts get the forced auction, heritage or a judgment which has the force of res judicata, the notification shall be submitted to the public part of the winner. The notification shall be accompanied by the document part, or a notarized copy.
(4) a member shall provide notice of the changes in the register of members in respect of their burn. (5) the Board shall record in the register of members without the notice, if the changes entered in the register of members in the news follows only from the fixed terms up or down or the reorganisation of the treaties in force, or by transferring the unchanged entry from the previous partition. (6) the Board is obliged to make entries in the register of members or raise reasoned objections against the entry, no later than the next working day after notification of the changes to the register of members in the news record. The Board refused entry in the register of members, if part of the disposal or acquisition took place contrary to the law or the instruments of incorporation of the company, or if the documents submitted are not and clearly visible part of the transition. (7) within three working days after the signing of the new partition Board shall submit to the authority of the commercial application of changes in the register of members. The application shall be accompanied by the last members of the public registry. The application confirms that the Board has complied with this Act and the provisions of the Statute of the company for the part disposition. "

17. Make the following 188 article 188: "article. Part of the disposal (1) Member shall have the right freely to dispose of its own share, unless the law or the statutes to the contrary. (2) the Portion of the transfer, including transfer, the transaction will be concluded in writing. (3) to give to, modify or otherwise transferred (other than sale) a member may only with the express agreement of the participants in the decision, if not otherwise specified in the statutes. (4) expropriation may only be fully paid share, if not otherwise specified in the statutes. The unpaid part of the seizures on the part of the payment is the responsibility of the seizure and the winner as joint debtor. " 18. To supplement the law with article 188.1 of the following: ' article 188.1. Good faith acquisition of part (1) winner will be considered in good faith, if that part of the seizure of part of the won, which is recorded as a member of the public at the Office of the commercial register in the registration of an existing society members accompanying the registry. (2) part of the acquirer is not considered bona fide, if he is aware that some do not belong to the seizure, a seizure is not entitled to deal with this part, to a certain part of the seizure prohibition of alienation, or acquiring these facts not known for his serious negligence. " 19. the express article 189 the following: ' article 189. Pre-emptive rights of members (1) in the case of the part of the participants are sold, the other participants are pre-emptive, if not otherwise specified in the statutes. (2) on the part of the seller or the selling part of the part of the beneficiary shall notify each participant and Board, adding the statement concluded the purchase agreement or duly certified copy of it. If the notification is sent to the winner, this part will be sent at the same time also part salesperson. The notification is sent to the participant in the register of members for the specified address. (3) the use of pre-emptive deadline is one month from the date of the notice of sale of part sent to all participants, if the statutes do not lay down a shorter period. Member may, in writing, waive the pre-emptive rights of the use before the end of the term. (4) the use Of pre-emption or the use of a member shall notify the person who sent the notice on part of the sale, and the Management Board. (5) the third paragraph of this article, the term of the part of the seller to handle parts is prohibited, to amend the provisions of the sales contract or take other actions that would worsen the situation in the Member State of pirmpirkumtiesīg, in case he used pre-emption. (6) if the proposed acquirer is a member of the public and the participants used pre-emption, parts of divided between part of graduates and participants in proportion to their suspension parts. (7) If two or more participants used pre-emptive rights and number of shares sold is sufficient, they divided among such members in proportion to their suspension parts. (8) where two or more participants used pre-emption, but the number of shares being sold is not enough to divide them proportionally, among these participants will hold a closed auction for the remaining parts that can not be split proportionally. The statutes may provide for different procedures for the remainder of the company being divided. " 20. To supplement the law with article 189.1 of the following: ' article 189.1. Member redemption rights (1) If a participant in a pre-emptive right has not been possible to use part of the vendor or part of the beneficiary, then the participant has a right of redemption.
(2) the Member's redemption rights apply to the civil law rules on redemption, as far as this article is not otherwise specified. (3) redemption rights consumed one month from the date on which the Member izpirkumtiesīg learned about the pre-emptive rights, but no later than one year from the date of registration of the company accompanying the Member registry partition on which part of the winner recorded as a member. (4) the redemption rights may be used also for those parts for which the beneficiary signed up in proportion to the izpērkamaj parts or which it acquired to purchase the day of use. (5) if the use of the redemption rights log on several izpirkumtiesīg members, parts of this Law 189 divided the article. " 21. Replace 193 in the first subparagraph of article number and the words "of article 188. first, second and fourth parts" with a number and the words "188. first, the second and third parts of the rules". 22. Make 202. the second paragraph of article 4.1 of the paragraph by the following: "a member of the registry 41) last;". 23. Expressing 216. the second subparagraph by the following: "(2) the decision of the meeting of members shall be recorded in minutes or drawn up in the form of a separate document. The minutes shall be signed by the Chairman, Registrar and at least one elected member of the meeting: the Confessor on the correctness of the Protocol. The decision to sign the Meeting Manager. Where a decision must be submitted to the commercial register authority, the decision shall be signed by the Chair and at least one Member elected for the correctness of the decision of the Confessor. The commercial register submitted to the authority of the Protocol or the decision of the original or derivative, which confirms the correctness of the same people who signed the original. " 24. Make 218. the second subparagraph by the following: "(2) the amendments of the Statute Apply to the authority in the commercial register, add member meeting minutes excerpt with the decision on the amendment of the Statute and the Statute text is full of new version, signed by the Executive Board and the people that signed the Protocol of the meeting of the participants concerned." 25.224. Article: Supplement to article 1.1 part as follows: "(11) the decision on the election of the members of the Board, even if it is accepted by the person who is recorded in the register of members, but the heritage or a judgment which has the force of res judicata acquired all of the public."; turn off 2.1 parts of the second and third sentence. 26. To complement the 235. the first subparagraph of paragraph 4 by the following: "4) shareholders ' common representative appointed article 157 of this law, in accordance with the procedure laid down in the first subparagraph of paragraph 1," a "or" b "referred to in the news about her." 27. Express 284 fifth article as follows: "(5) the amendments of the Statute applying commercial register authority, accompanied by the minutes of the meeting of shareholders with a decision statement for amendment of the Statute and the text of the Statute of a full new version, signed by the Executive Board and those who have signed the shareholders ' meeting Protocol." 28. Make 285. the second subparagraph by the following: "(2) the minutes shall be signed by the shareholders ' meeting and the Secretary, as well as at least one meeting, shareholders elected the Confessor on the correctness of the Protocol. Commercial register submitted to the authority of the original or derivative of the Protocol, which confirms the correctness of the same people who signed the original. " 29. off 305 article 2.1 parts of the second and third sentence. 30. off 320 the first paragraph of article 2, second sentence.
31. off article 333.3 sixth.
32. off the third paragraph of article 333.5.

33. To supplement the transitional provisions with 28, 29, 30, 31., 32, 33 and 34 as follows: "28. This law article 7 the fourth part shall enter into force on January 1, 2014. 29. the commercial register under the authority of this Act in the first part of article 9 and article 10, second paragraph, the person signing the certificate specified in the full extent, from 1 January 2014. 31 December 2013 for the commercial officer certifying the person's signature on the application for: 1) merchant in the commercial register, recording if the application filed on the individual merchant in the commercial register of the recording; 2) recording in the commercial register a corporation, if a corporation established by one founder; 3) recording of a capital company in the commercial register, which complies with this law, the first paragraph of article 185.1. 30. If this law article 10 referred to in the second paragraph of the application or the accompanying document is submitted to the commercial register authority until 30 June 2013, but commercial officer to look after 30 June 2013, it is entitled to take appropriate decisions, even if the signature on the application or the accompanying document is notarized (except the application for recording in the commercial register and the operator's consent to take members of the Board of a corporation or company liquidator's post). 31. Until 30 June 2013 in the commercial register of companies registered with limited liability in accordance with this law, the requirements of article 187 shall draw up, not later than 30 June 2015 shall be submitted to the commercial register Office of the current members of the public registry. 32. the provisions of this law of purchase are applicable in the limited liability company the share capital transfer, including transfer, the transaction is entered into after June 30, 2013. 33. In the period from July 1, 2013 to 2014 30 June Corporation, registered in the commercial register up to 30 June 2013, eligible Member or the general meeting to take a decision on the amendment of the Statute, which States that a member or shareholder meeting minutes confirm a sworn notary (article 3.1), the Member or the general meeting of members or shareholders present a simple majority. 34. this Act amended article 333.3 of the sixth off and amended article of the third part 333.5 mute enter into force 1 January 2014. " The law shall enter into force on July 1, 2013. The Parliament adopted the law of 2 may 2013. The President a. Smith in 2013 on May 22.