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/ta/id/232249

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). the following amendments: 1. in article 8: turn off the first part of paragraph 2 and the second subparagraph of paragraph 4 and 5, the words "and" residence "(fold);
turn off the third-part 3 and in paragraph 2 of part 5, 5 and 7, the words "place of residence" (the fold).
2. Supplement article 9 a the fourth part as follows: "(4) a Person shall register in the application, you can specify the address of the institution in which it is achieved. If the person according to the population register news is not declared or registered place of residence or the address indicated in the application, the person in the foreign trade register authority specifies the address that it is attainable. Details of the persons indicated in the application address the commercial register authority shall provide a reasoned request by the recipient. "
3. Supplement article 23, under the third subparagraph by the following: "(3) the application shall be accompanied by real estate (buildings or housing estate) owner issued consent to the registration of the registered office of the branch in that building or apartment. Consent indicates the real property cadastre number, owner's name, surname and personal code or name (business name) and the registration number. If the application is signed by the person who owns the registered address specified real estate property, consent need not be submitted. "
4. Supplement article 25, third subparagraph of paragraph 5 with the following: "5) real estate (buildings or housing estate) owner consent issued by foreign merchant registration of the registered office of the branch in that building or apartment. Consent indicates the real property cadastre number, owner's name, surname and personal code or name (business name) and the registration number. If the application is signed by the person who owns the registered address specified real estate property, consent need not be submitted. "
5. Article 75: turn off third of paragraph 1, the words "and the place of residence";
to supplement the article with the fourth paragraph as follows: "(4) the application shall be accompanied by real estate (buildings or housing estate) owner consent issued by the individual operator's registered office for the registration of the relevant building or apartment. Consent indicates the real property cadastre number, owner's name, surname and personal code or name (business name) and the registration number. If the application is signed by the person who owns the registered address specified real estate property, consent need not be submitted. "
6. Supplement article 78 with 2.1 part as follows: "(21) an application shall be accompanied by real estate (buildings or housing estate) issued consent of the owner of the company addresses relevant to the registration building or apartment. Consent indicates the real property cadastre number, owner's name, surname and personal code or name (business name) and the registration number. If the application is signed by the person who owns the registered address specified real estate property, consent need not be submitted. "
7. Turn off article 119 first paragraph, point 1, the words "and the place of residence".
8. Supplement article 139 of the second part as follows: "(2) the application shall be accompanied by real estate (buildings or housing estate) issued consent of the owner of the company addresses relevant to the registration building or apartment. Consent indicates the real property cadastre number, owner's name, surname and personal code or name (business name) and the registration number. If the application is signed by the person who owns the registered address specified real estate property, consent need not be submitted. ";
believe the current text of article about the first part.
9. Express article 149 of the third subparagraph of paragraph 7 as follows: "7) Board notice of the address of the company by adding real estate (buildings or housing estate) issued consent of the owner of the company addresses relevant to the registration building or apartment. Consent indicates the real property cadastre number, owner's name, surname and personal code or name (business name) and the registration number. If the notification of the Board shall be signed by the person who owns the registered address specified real estate property, consent must be given ".
10. Add to article 213 with 4.1 part as follows: "(41) Members meeting administrative territory in which the registered office of the company, if not otherwise specified in the statutes."
11. Add to article 267 of the third subparagraph by the following: (3) the general meeting shall be convened by the administrative territory in which the registered office of the company, if not otherwise specified in the statutes. "
12. Replace article 269 in the fourth paragraph, the words "if it is not made public by the Management Board and the Council" with the words "If the meeting does not take place within the time limit prescribed by law".
13. Article 270: Supplement to article 2.1 part as follows: "(21) an extraordinary general meeting shall be convened not later than three months after the date of receipt of the request.";
to make the fourth subparagraph by the following: "(4) if the Management Board referred to in the third subparagraph shall not within the extraordinary shareholders ' meeting convened by the Council.";
in the fifth subparagraph, replace the words "where required" by the words "and if the meeting does not take place in part 2.1 of this article within the deadlines, it requires".
14. Replace the second paragraph of article 223, the words "the time and type of" with the words "the time, type, and location."
278. Article 15: turn off the second part of paragraph 1, the words "and of his representative (if you have authorized)";
make the third paragraph as follows: "(3) Before the opening of the general meeting the Board shall draw up the list of shareholders who attend the meeting, pointing to that referred to in the second subparagraph of article news. In addition to the list indicates the shareholder representative (if authorized) name, surname, personal code (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), but the entities — the name (business name), registration number and the representative's name, surname, personal code (if the person has no social security number, date of birth, identity document number and date of issue , State, and institution that issued the documents). ";
Add to article 3.1 part as follows: "(31) of shareholders who own bearer shares or public shares in circulation in the first and third paragraphs in the list referred to in point in accordance with the Latvian central depository of information provided on the company's shareholders."
16. the express article 282 of the first and the second part as follows: "(1) this Law 269 of the third paragraph of article 2 and in article 270 of the fourth case referred to the general meeting register of companies found officer.
(2) the shareholders ' meeting, elected by vote counters. "
17. Add to article 339 of the third paragraph as follows: "(3) the public is not required to prepare a prospectus, if all members agree. Plug-in or be distributed to the public prospectus need not be prepared, if all you want to add, or of the company being divided of shares (shares) owned by the acquiring company. "
18. in article 343: to supplement the first subparagraph following the words "meeting" with the members and the number "which is held not earlier than a month after in accordance with this law, article 338 fifth announced details of the draft agreement";
Add to article 4.1 part as follows: "(41) company operating statement is prepared, if all players agree or if the society in accordance with the financial instruments market law provisions has published an interim report for the six month period."
19. To supplement the law with 343.1 article as follows: "article 343.1. Rights to the electronic availability of documents (1) If a company supports this law 343. in the third subparagraph of article down the availability of documents in your website in the internet, the public do not have to provide participants the opportunity to become familiar with the relevant documents at the registered office of the company.
(2) of this article, in the case referred to in the first paragraph, the company shall ensure the continued availability of the document in its homepage on the internet no less than one month before the date of intended participants ' meeting for the approval of the contract, and not less than one year after the date of the meeting the participants adopted a decision on the approval of the reorganisation agreement.
(3) If a company for technical or other reasons, cannot be their homepage on the internet to provide uninterrupted access to the participant documents in the second paragraph of this article, the period, the participant is entitled to inspect the documents at the registered office of the company.
(4) the company shall not be obliged to provide participants the opportunity to receive free of charge the law 343. the third paragraph of article copies of documents specified, if the relevant documents can be downloaded and printed from the internet home page of the company not less than one month before the date of intended participants ' meeting for the approval of the Treaty.

(5) the Management Board of the Company is responsible for the company's home page on the internet posted documents for compliance with this law, article 343 of the third part of the original document. "
20. To complement the 346. the third paragraph following the words "meeting of members" with the words "or Board".
21. Make 347. the second subparagraph by the following: "(2) the society shall certify that: 1) are secured or satisfied the claims of creditors who have their claims to the deadline;
2) decision on a reorganisation is not challenged in court or, where the claim is not satisfied;
3) 339. this law referred to in the third subparagraph of article case all participants agreed that a reorganisation prospectus is drawn up;
4) this law 340. in the third subparagraph, in the case referred to in all the participants have agreed that the auditor does not examine the reorganisation agreement;
5) this law 343. Article 4.1 in the case referred to by all participants have agreed that the operating statement is not prepared. "
22. Add to title XVII of Chapter 1.1 the following: "Chapter 1.1 Add special rules if the acquiring company owns at least 90 percent of the public that (stock) 354.1 article. Notice to members of the company on acquiring a reorganization (1) the Management Board of the company Acquiring 15 days after news of the reorganisation of the draft Treaty is promulgated in accordance with this law, article 338. Fifth, all members of the Management Board shall send a notice of intention to enter into a reorganisation agreement and the decision of the Board on the reorganization.
(2) if the company has bearer, addressed a communication to the shareholders shall be published in the newspaper "Gazette" and yet in at least one newspaper.
(3) the participants in the communication specifies: 1) company, registration number and registered office; 
2) the rest of the companies involved in the reorganisation of the company, registration number and registered office; 
3) reorganisation way indicating that the acquiring and the public; 
4) the place and time where and when participants can familiarize themselves with the reorganisation of the draft Treaty and all the companies involved in the reorganisation of the annual reports for the past three years;
5) the period within which the acquiring company can request the convening of a meeting of members the decision on reorganization. Such a period may not be less than one month from the date of dispatch of the notice or, in the case of bearer shares from the date of publication of the notice.
(4) If a reorganisation results in the acquiring company is to increase the share capital, the players allow you to send the notification shall be accompanied by a draft decision on the amendment of the Statute, in particular the provisions of the Statute, which is intended to amend.
354.2 article. Members of the company acquiring the rights to convene a meeting of participants (1) acquiring members, representing not less than one divdesmitdaļ of the company's share capital, of this law, the third subparagraph of article 354.1 5 within the time limit specified in paragraph has the right to request the convening of a meeting of members in accordance with this law or 213. Article 273 of the rules to examine the reorganisation agreement and make a decision on the reorganization.
(2) If an acquiring company members, representing not less than one divdesmitdaļ of the company's share capital, requires members to convene a meeting, this law 354.3 article will not apply.
354.3 article. The acquiring company's decision on reorganization (1) adopted a decision on the reorganization of the Management Board of the acquiring company.
(2) the Management Board shall adopt the decision on a reorganisation within one month of this law, the third subparagraph of article 354.1 5 deadline ends, if the acquiring company members do not request the convening of a meeting of members of the reorganisation of the Treaty for approval.
(3) a decision on the reorganization may be accepted before this law, the third subparagraph of article 354.1 point 5 contains the term ends, if it agrees with all the members of the company acquiring.
(4) If a reorganisation results in the acquiring company is to increase the share capital to ensure the firm's equity (stock) exchange rate and the premium (if provided), the Executive Board decision on amendments to the statutes shall be adopted simultaneously with the decision about reorganization. If the reorganisation involving the shares of the company, amendments to the statutes shall be made by the Council.
(5) the Management Board of the Acquiring company, within 15 days after the adoption of a decision on the reorganization of the inform members of the public.
354.4 article. The company added a decision on reorganization (1) adopted a decision on the reorganization of the Management Board of the company being acquired.
(2) the Management Board shall adopt the decision on reorganization of not earlier than one month after the law in accordance with article 338 fifth announced details of the reorganization of the draft Treaty.
354.5 article. Members of the public that the right to remuneration (1) If a member of the public that owns no more than 10 percent of the shares of the company being acquired (shares), that the public is entitled, within two months from the date of entry into force of the reorganisation is to require the acquiring company repurchased their shares (shares).
(2) the amount of remuneration must be equal to the amount obtained by dividing the members you want to add the public property in the event of liquidation, if it happens at the time when the decision was taken on a reorganisation. "
23. Add to Chapter 2 of title XVII, the following article by 356.1: "356.1 article. The decision of the company being divided If the reorganization of the acquiring company owns all the shares of the company being divided (shares), adopted a decision on the reorganization of the Management Board of the company being divided. "
24. Turn off and article 362.367.
25. the transitional provisions be supplemented with 23 and 24 by the following: "23. Starting with 1 July 2011, the entry into force of the amendments to the Act, which provides that the particulars of personal residence is not entered in the commercial register, the information officer, not accepting individual decision and not the application of this law, the provisions of article 11, shall be made in the commercial register entry concerning the removal from the register of companies of messages that contain information about the person's place of residence.
24. Article 9 of this law in the fourth part, the identification of the person's address, in which it is achieved, the authority shall provide the business register upon reasoned request, does not apply to the information about the residence of the person who is entered in the commercial register until July 1, 2011. "
26. The particulars in reference to European Union directives: express the following in paragraph 3: ' 3) of the European Parliament and of the Council of 5 April 2011-2011/35/EU directive concerning mergers of public limited liability companies; "
Add to the informative reference to paragraph 12 of the following wording: "12") of the European Parliament and of the Council of 16 September 2009. directive 2009/109/EC 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 merger and divisions. "
The law takes effect July 1, 2011.
The law adopted in Parliament 16 June 2011.
President Valdis Zatlers in Riga V 2011 June 29