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/2012/104.4


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. Turn off the article 139.1. 2. A supplement to Chapter 1.1 section XI the following: "Chapter 1.1 limitations with the closing of the transaction, the company founder, Member, Board member and related persons article 139.1. The company's founders, members, Board, or Council person associated with the concept of "related person" in this law refers to: 1) a person who is a member of the company founder, Board Member, relative up to the second degree of kinship, the spouse or brother-to the first degree of affinity, or the person with whom he has shared facilities; 2) another company in which a corporation or a partnership investment of part of (the capital) the majority belongs to the founder, Member, Board Member; 3) another Corporation in which the founder, Member, Board of directors or a member of the Council is a Board member. 139.2 article. The closing of the transaction with the founders, members or related person (1), when a company two years after it is established, if the statutes do not determine a longer period, with the founders, members or related person transactions such switch gear, which exceed one tenth of the share capital of the company, participants in the meeting confirms the conclusion of the transaction or to give consent to the conclusion of the transaction. (2) if the limited-liability company complies with this law article 185.1 characteristics laid down in the first subparagraph shall apply, if the deal is closed on the acquisition of property which exceed one tenth of the law 185. minimum share capital referred to in article size. (3) the transaction on the basis of which the property is acquired from founding or member, shall enter into force only after the deal approved by the meeting of members. (4) the fact that the Board has not received the assent of the meeting participants to obtain goods from related parties are not bound to a third person, unless the third party knew that the necessary consent of the meeting of members and it is not a given. (5) the first, second, third and fourth subparagraphs apply also to cases where the property acquired by the person concerned on several occasions and its value totaling more than in the first part of this article, the specified limits. In this case, the participants in the meeting for approval or consent required for the last transaction, which led to the above limit is exceeded, as well as each future transaction, which the company negotiated with this person. (6) in the first, second and fifth in the cases referred to in part property is assessed in accordance with this law, the provisions of article 154. (7) the first, second, third and fourth subparagraphs shall not apply where the property was acquired to the public usually within normal business value, business, charity auction, stock transactions, or in accordance with the Court ruling. (8) one of the members of the society of business between the firm and its members in writing and concluded a deal closing is not required of participants meeting for approval or consent. Article 139.3. The closing of the transaction with the Board, the Board or a person related (1) if the company closed a transaction with the Board or Council member or a related person, the Council or, in its absence, the meeting participants approved the conclusion of the transaction or to give consent to the conclusion of the transaction. Society with limited liability statutes may establish procedures that differ from those in this part of the procedure for the conclusion of transactions. (2) If in the first case referred to public interest collide with any member of the Council or to the interests of related parties, interested non-voting member of the Council, and it will burn the Council meeting minutes.

(3) in the first subparagraph in the case of the voting rights is not also the Council Member who is interested Board members a relative up to the second degree of kinship, the spouse or brother-to the first degree of affinity, or the person with whom he has shared facilities. (4) If no Member shall have no voting rights, the conclusion of the transaction approved or consent to the conclusion of the transaction gives skippers meeting. (5) a transaction between a company and its Executive Board or Council Member shall enter into force only after the deal approved by the Council or the Assembly of members. (6) the fact that the Board has not received the participants of the meeting of the Council or consent to the transaction between the company and related parties are not bound to a third person, unless the third party knew that the Council or the consent of the meeting of members and it is not a given. (7) the provisions of this article shall not apply to transactions that have been closed to the public usually within normal commercial value, on royalty deals, auctions, stock transactions or cases where the transaction is concluded in accordance with the Court ruling. " 3. Express 183. the first paragraph by the following: "(1) the decision on the company's internal audit related to the company and its assets, the closing of the transaction with the Board or Council member or associated person, accepts members or the Board, but if the public is, the Council may adopt such a decision by the Council." 4. Article 211: make the second paragraph as follows: "(2) a member is not entitled to participate in the vote if the decision is taken: 1) on his release from obligations or liability; 2) for proceedings against him; 3 conclusion of the deal with) him or associated persons; 4) 210. this law referred to in the second subparagraph of article case and the Member's interests collide with the public interest. "; to supplement the article with the third part as follows: "(3) the provisions of this article, the representative referred to in the second paragraph of Member votes are not taken into account." 5. Add to article 280 of the second part of paragraph 5 with the following: "5) is a decision on the conclusion of transactions with him or related person." 6. Replace the third subparagraph of article 283. in paragraph 4, the words "Council member or a member of the Executive Board" with the words "Board or Council member or associated person". 7. Make 292. the first paragraph of article 6 paragraph 5 by the following: "5) approve the deal or give consent to transactions between the company and the closing of the Board or Council member or a related person, or auditor;". 8. Supplement article 299 with 2.1 part as follows: "(21) If a member of the Council without the right to vote, the majority of the members present and voting shall be determined by the votes of the members of the Council." 9. in article 309: make the third paragraph as follows: "(3) where the public interest collide with some of the members of the management board or related parties in interest, the question shall be determined by the Board meeting in which the Board Member concerned is not a vote, it's a recordable Board meeting minutes. The Executive Board shall have responsibility for these interests to announce before the opening of the meeting of the Management Board. '; to supplement the article with the fourth and fifth by the following: "(4) the third part of this article shall apply also to their Board Member who is interested Board members a relative up to the second degree of kinship, the spouse or brother-to the first degree of affinity, or the person with whom he has shared facilities. (5) this article shall not affect the failure between the public and the Member or associated person of sealed the deal. The Board Member who violates the requirements of this article, the responsible for the damage caused to the public. "
10. Add to article 310 with 2.1 part as follows: "(21) If the management board without the right to vote, the majority of the members present and voting shall be determined by the votes of the members of the Executive Board." The law shall enter into force on 10 July 2012. The Parliament adopted the law of 14 June 2012.
The President a. Smith in 2012 on July 4.