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/2012/199.4


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). the following amendments: 1. Replace the words "the whole Law Gazette" journal "by the words" official publication "journal". 2. Supplement article 4 with the quarter as follows: "(4) the business limit determined by the natural person: 1) the criminal proceedings, the decision by which the person takes away the right to make all the way or a specific commercial business; 2 the criminal or administrative offences) of the process, a decision with which the person takes away the right to occupy certain posts. "
3. To supplement the law with the 4.1 and 4.2 of the article as follows: "article 4.1. Natural person established business limits (1) where a natural person on the basis of the framework decision in criminal proceedings, deprived of the right to perform all types of commercial activities or a specific ruling concerned the prohibition laid down in the period it is prohibited to: 1 sign up for myself to record) the commercial register as an individual merchant and do business as an individual merchant; 2) to be a company founder; 3) to become a member, a member of the company, shareholders, except where the share capital of shares or investment (equity) share are inherited; 4) be about partnerships or partnerships manager pārstāvēttiesīg Member; 5) be on board or Council Member; 6) to participate in the meeting of the participants in this law, the decision in the second paragraph of article 210 of the particular case; 7) be on the prokūrist, the usual komercpilnvarniek and representative branches; 8) be a company liquidator; 9) give instructions or advice to individual merchants, member companies, Member or shareholder, Board Member, prokūrist, or komercpilnvarniek, or otherwise affect them. (2) a natural person who has been deprived of the right to carry out certain types of commercial operation, the first part of this article specific prohibitions apply only to specified in the judgment concerned business lines. If such person's legal status allows the company to make decisions, it is prohibited to take decisions in matters relating to the respective business lines specified in the ruling. (3) the individual economic operator, which has been deprived of the right to take all types or a specific commercial activity, have a duty to the extent the relevant ruling be suspended the ban period specified in their activities or terminate your individual merchant status, forfeit the company or without it. (4) the limited liability Company the only participant which deprived of the right to take all the way or a specific commercial activity, is obliged to suspend the extent to the prohibition laid down in the relevant ruling period, to terminate the activities of the public company, or dispose of the share capital. (5) If a natural person deprived of the right to take all types or a specific commercial activity, they are obliged to immediately after the entry into force of the decision to inform the trader about it, but, if the merchant is a commercial company,, its members, participants or shareholders. (6) for the purposes of this article, this law remains intact the provisions of article 5. 4.2 article. Natural person holding set limits (1) where a natural person on the basis of the criminal or administrative offence procedure rulings, deprived of the right to occupy certain positions in the company and its governing body, the natural person is entitled to be a: 1) partnerships manager; 2) partnership to represent eligible Member; 3) the Management Board of a capital company; 4) member of the Council of the Corporation; 5) prokūrist; 6) normal komercpilnvarniek; 7) representative branch; 8) company liquidator; 9) Inspector; 10) auditor. (2) If a natural person deprived of the right to occupy certain posts, they are obliged to immediately after the entry into force of the decision to inform the trader about it, but if the economic operator is a company, the company – members, members or shareholders. (3) for the purposes of this article, this law remains intact the provisions of article 5. " 4. Make the text of article 5 by the following: "public law rules that prohibit certain types of commercial or restricted the exercise of, or provides for certain conditions such business, shall not affect the provisions of private law arising from or there has been a change to this law, exhausted."
5. Express article 8 paragraph 4.1 of the fifth subparagraph by the following: "41) news on the operator's suspension or renewal thereof, indicating the course of action of suspension or recovery basis;". 6. Article 35: make the name of the article as follows: "article 35. Prokūr issue of a prokūrist and the limits "; to supplement the article with the fourth paragraph as follows: "(4) On prokūrist may not be the person who, pursuant to this law, article 221, fourth paragraph, first sentence, and the third paragraph of article 304. limitations can not be a member of the Board of the Corporation."
7. in article 115: make the second paragraph as follows: "(2) the company shall be deposited with one of the members of the public or any third party in Latvia, in agreement with the Latvian National Archives storing it. Public arhīvisk of valuable documents, subject to the provisions of the law, the archives shall be deposited in the national archives of Latvia. " supplemented with the sentence of the third paragraph as follows: "the right to use the Latvian National Archives documents placed determines the Archive law." 8. Supplement 210. the first paragraph of article 6, paragraph 9, after the word "continuing" with the words "suspension, restoration". 9. Supplement article 211 in the second part of paragraph 5 with the following: "this law 210.5) in the second paragraph of article in that case and is deprived of the right to take all types or a specific commercial activity. If the participant has been deprived of the right to carry out a certain type of business, he has no right to participate in the voting on matters related to the business. "

10. Add to article 218 of the first subparagraph after the word "continuing" with the words "suspension or renewal". 11. Turn off the article 221, fourth paragraph, the words "the person to whom a judgment has been deprived of his right to the type or for all types of commercial or deprived of the right to occupy positions in the governing bodies of the company". 12. Supplement article 223 of the fourth subparagraph with the words "as well as the prohibition of all types or a specific business or take positions." 13.224. Article: make the second paragraph as follows: "(2) To a person elected as a member of the Management Board requires the consent of the person concerned. Consent of Board members-designate indicate possible obstacles to the position in accordance with this law, 4.1, 4.2, and article 171.221 and potential obstacles to the exercise of the right of representation of the company in accordance with this law or in article 4.1 and 4.2 declares that he is not of such barriers. "; Add to article 2.1 part as follows: "(21) in the commercial register shall submit to the authority a written consent of the Executive Board, in which he indicates its company and registration number, on which the Member agrees to become. Agreement signed with a secure electronic signature, or the signature on the consent of a notary or certified under the authority of the commercial register. If the consent of the members of the Board are contained in the commercial register authority, the application is signed with a secure electronic signature, or the signature of the members of the Board to certify the application, notary or commercial register authority. " 14. Add to the first paragraph of article 268 of the paragraph 10, after the word "continuing" with the words "suspension or renewal". 15. To complement the 284. the second part of the article after the word "continuing" with the words "suspension or renewal". 16. Article 296: make the second paragraph as follows: "(2) the Board may not be elected without his consent. The consent of the members of the Council in the candidate indicates the possible obstacles to the position in accordance with the Act and regulations or the Statute declares that he is not of such barriers. "; Add to article 2.1 part as follows: "(21) in the commercial register shall submit to the authority a written consent of the members of the Council, in which he indicates its company and registration number, on which the Council agrees to become." 17. Add to article 303 of the fourth paragraph by the words "as well as the prohibition of all types or a specific business or take positions." 18. off 304. the third paragraph of article 3. 19. in article 305: make the second paragraph as follows: "(2) the Management Board may not be elected without his consent. Consent of the Board indicates possible barriers for the position in accordance with this law, 4.1, 4.2, and article 171.304 and potential obstacles to the exercise of the right of representation of the company in accordance with this law or in article 4.1 and 4.2 declares that he is not of such barriers. "; Add to article 2.1 part as follows: "(21) in the commercial register shall submit to the authority a written consent of the Executive Board, in which he indicates its company and registration number, on which the Member agrees to become. Agreement signed with a secure electronic signature, or the signature on the consent of a notary or certified under the authority of the commercial register. If the consent of the members of the Board are contained in the commercial register authority, the application is signed with a secure electronic signature, or the signature of the members of the Board to certify the application, notary or commercial register authority. " 20. in article 314: turn off the first part of paragraph 5; replace the second paragraph, the words "as well as other legal persons" with the words "as well as third parties legal rights are infringed"; Add to article 2.1 part as follows: "(21) the third person whose legal rights are violated, you can take legal action in the first part of this article 2 or 3 in the case referred to in paragraph."; adding to the third paragraph after the words "legal action" with the words and figures "the first part of this article 1, 3, and in the cases referred to in point 5.1"; supplemented with the sentence of the fourth subparagraph by the following: "the deadline for the correction of deficiencies cannot be longer than three months." 21. To supplement the law with article 314.1 as follows: "article 314.1. Dissolution of society on the basis of the commercial register or the decision of the tax administration (1) the company may be terminated on the basis of the Authority's decision, the commercial register if the company's Board for more than three months is not a representation of rights and the public within three months after receipt of the written warning not prevented the specified. (2) the company may be terminated on the basis of the decision of the tax administration, if: 1) the company shall, within one month following the imposition of the administrative penalty does not submit an annual report, and since the offence is at least six months; 2) within one month after the imposition of the administrative penalty does not submit tax declarations provided for by law for the six month period; 3) companies has been suspended, based on the decision of the tax administration and the company three months after its suspension is not prevented the specified. (3) the register of companies or tax administration authority decision on the winding up of the company shall enter into force one month after the date of its notification to the public, if the decision is not a validly challenged or appealed. (4) in the first subparagraph and the second subparagraph of paragraph 2 shall not apply if the commercial register entry on the suspension of the economic operator, on the basis of the operator's decision. " 22. in article 317: supplement article with the second and third subparagraphs by the following: "(2) the winding up of the company does not take place and the commercial register authority shall take a decision on the exclusion of the public from the commercial register, if no liquidation of the interested person to the Court or the commercial register submitted to the authority in the application for the appointment of a liquidator and the company has declared insolvency. (3) the assets remaining after the defeat of the public commercial register in the second part of this article in accordance with the procedures specified in the bezmantiniek property of the comparable according to Section 417 article. "; believe the current text of the first part of the article. 23. Add to article 318 third subparagraph following the words ' on the basis of the Court's ruling "with the words" in liquidation and the party has recommended the candidate "of the liquidator to the Court. 24. To supplement the law with article 318.1 and 318.2 as follows: "article 318.1. The appointment of a liquidator, on the basis of the company's liquidation application of the person concerned (1) the liquidator in the winding-up, on the basis of public stakeholders in the application, the Court may be appointed or the commercial register authority. (2) if the court seised of the company's winding up, liquidation of any interested party may recommend candidates of the liquidator to the Court. (3) if the undertaking is terminated on the basis of the commercial register or the decision of the tax administration, or if the transaction is terminated on the basis of a court ruling, and no interested party has recommended the candidate for the liquidator to the Court commercial register authority after the entry in the commercial register of the company's dissolution, article 11 of this law in accordance with the procedure laid down in the notice announcing the dissolution of the company. The notice invited the public stakeholders in the winding-up period of one month following the day of its publication in the register of companies the authority to submit the application for the appointment of a liquidator. (4) the second and third subparagraphs in such an application the company in liquidation of the party indicated in article 8 of this law that the news of the liquidator, as well as for the claims of creditors. The application shall be accompanied by this law, the first paragraph of article 320 of the document referred to in paragraph 2. (5) the authority shall make the commercial register entry concerning the appointment of a liquidator, on the basis of the first liquidation stakeholders submitted an application for the appointment of a liquidator. (6) the authority to kill the commercial company invoice article 11 of this law in accordance with the procedure laid down in the notice announcing the appointment of a liquidator. (7) the liquidator's remuneration and the cost of the procedure is determined by the company in liquidation of the party that submitted the fifth subparagraph of this article, the above application. 318.2 article. The costs of liquidation, if the liquidator appointed, on the basis of the company's liquidation application of the person concerned

(1) the costs of winding up the company the liquidation of the party that submitted the article 318.1 this law referred to in the fifth subparagraph, the application. (2) liquidation stakeholders covered the cost of the liquidation of the company repaid. " 25. To supplement 319. article with third and fourth subparagraph by the following: "(3) the liquidator may not be the person who, pursuant to this law, article 221, fourth paragraph, first sentence, and the third paragraph of article 304. limitations can not be a member of the public. (4) the liquidator is obliged to notify the participants of the possible obstacles to the position in accordance with this law, 4.1, 4.2, and 171 221.304. Article and possible obstacles to the exercise of the right of representation of the public in accordance with article 4.1 and 4.2 of this law or represent that such barriers are not for him. " 320. Article 26: make the first part of paragraph 2 as follows: "2) each liquidator's written consent to be liquidator. Written consent is signed with a secure electronic signature, or the signature on the consent of a notary or certified under the authority of the commercial register. Written consent of the liquidator of the company and registration number, for which the trustee agrees to become. "; make the second paragraph as follows: "(2) if the undertaking is terminated on the basis of the Court's ruling, the Court within three days from the date of entry into force of the judgment shall be sent to the relevant ruling of the commercial register entry."; Add to article 2.1 part as follows: "(21) if the transaction is terminated on the basis of the decision of the tax administration, tax administration, within three days from the date of entry into force of the decision to send the decision to the commercial register entry." 27. in article 321: Add to the first paragraph, after the word "decision" by the words "and except that article 3.1 of the cases referred to in part"; Add to article 3.1 part as follows: "(31), who appointed Liquidators, based on the liquidation of the commercial application of the person concerned, the authority may cancel the interested person designated by the liquidator shall be appointed by a new liquidator." 28. Turn off 322. article in the fifth subparagraph, the words "which is not defined in the Act". 29. Add to 324. the third paragraph of this article, after the words "in the first and second subparagraph with the words" and the number "and this law, in the sixth paragraph of article 318.1". 30. Replace 327. in the first paragraph, the word "Court" with the words "sworn notary public at the following legal address". 31. Make 329. text of article as follows: "the liquidator, subject to the provisions of the law, the archive provides a document preservation and public access. Public documents of the liquidator shall be deposited in one of the members of the public or any third party in Latvia, in agreement with the Latvian National Archives storing it. Public arhīvisk of valuable documents, subject to the provisions of the law, the archives shall be deposited in the national archives in Latvia. Expenses associated with the service of documents in the possession of the Latvian National Archives, is the liquidation of the company. " 32. To supplement the law with the following section XIV1: "section of the operator's XIV1 suspension and restoration of article 333.1. The suspension and restore the basic economic operator may be suspended and restore: 1) with the merchant; 2) with the decision of the tax administration; 3) criminal proceedings have a decision. 333.2 article. The record of the suspension and restoration (1) the operator is stopped with the day when the commercial register recorded messages on the operator's suspension.
(2) the merchant transaction is renewed in the day when the commercial register recorded messages on the trader's activities. Article 333.3. The suspension on the basis of the decision of the authorized economic operator (1), the operator may decide to suspend, if: 1) it does not have a tax debt and it has passed the tax liability for the period of the suspension; 2 it has no employees;)
3) it has submitted an annual report or, in the cases stipulated by law, the financial statements for the last financial year; 4) it was submitted by the tax administration of public economic review for the period after the end of the reporting year; 5) it is satisfied the claims of creditors of the undertaking, which occurs before the due date of the period of suspension of economic activity or during this period; 6) it's this law in accordance with the procedure laid down in article 333.4 provided a log of claims of creditors that occurs after the due period of suspension of the activities of economic operators. (2) the operator is stopped for a period of three years from the date of entry in the commercial register, if the decision on suspension is not another suspension. (3) the suspension piesakām to record the commercial register. The application confirms that the economic operator has complied with the first part of this article. (4) partnerships application signed by all members. (5) the application shall be accompanied by a capital company members (shareholders) meeting minutes excerpt with the decision on the suspension of a corporation. (6) the operator is stopped with the day when the commercial register recorded messages on the operator's suspension. 333.4 article. Creditor protection (1) before taking a decision on the suspension, he shall notify all known creditors of the intention to suspend the transaction and be published in the Official Gazette "Latvijas journal" notice on it. The notification shall specify: 1) Merchant business name, registration number and registered office;  2) claims of creditors for the place and period, which may not be less than one month from the date of publication of the notice.  (2) the operator's obligations are due there during the period of suspension shall be presumed that the due date occurs prior to the date of the decision on suspension. (3) If so required by the vendor and has made the claim in the first paragraph of this article, the time limit expires, the Merchant provides the claims of creditors, which occurs after the due date of the period of suspension of the activities of economic operators. 333.5 article. Restore, on the basis of the decision of the authorized economic operator (1) If the operator is stopped on the basis of the business operator, he may decide to restore before 333.3 this law referred to in the second paragraph of article. Restore piesakām to record in the commercial register. (2) the decision on the suspension of the time-limit set, or, if the date is not specified in the decision — by this law, in the second paragraph of article 333.3 expiry of the commercial officer, taking a separate decision, made in the commercial register entry on the trader's activities. (3) the operator's action is updated with the day when the commercial register recorded messages on the trader's activities. 333.6 article. Suspension and reinstatement on the basis of the decision of the tax administration's suspension and restoration based on a decision of the tax administration, the regulation of the tax laws. "
33. To supplement the transitional provisions with 26 and 27 the following: "26. Article 8 of this law the fifth subparagraph of paragraph 4.1, new version of amendment 210 article 9, first subparagraph, in point 218 in the first paragraph of article 268, the first paragraph of article 10, paragraph 284. in the second subparagraph of article, as well as section XIV1 (on the operator's suspension and renewal) shall enter into force on January 1, 2014. 27. the Cabinet of Ministers to 30 June 2013 to prepare and submit to the Parliament the taxes and accounting regulations governing the necessary modifications in relation to the operator's suspension and restoration based on the operator's decision. "
The law shall enter into force on January 1, 2013. The Parliament adopted the law in 2012 on November 29. The President a. Smith in Riga 2012 December 19.