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/208920

The Saeima has adopted and the President promulgated the following laws: Law in commercial law (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, 3. no) the following amendments: 1. To complement the whole text of the law after the words "personal code" (the fold) with the words "(if the person is not personal code -date of birth, identity document number and date of issue, country, and institution that issued the documents) "(fold).
2. Turn off the third paragraph of article 9 of the second sentence.
3. in article 11: Add to the third paragraph with the sentence as follows: "If the commercial register entry is made for a new article 185.1 of this law the provisions of the first paragraph of the corresponding company with limited liability, the following entry tender may not exceed the cost of the notification record.";
to supplement the article with the fourth paragraph as follows: "(4) if the limited-liability company complies with article 185.1 of this law the provisions of the first subparagraph, it shall be exempt from the payment of the news and publication of records relating to the increase of the share capital."
4. in article 15: to supplement the first part with the sentence in the following reaction: "If the limited-liability company complies with article 185.1 of this law the provisions of the first subparagraph, the State fee for recording in the commercial register shall not exceed with the entry of the related administrative expenditure. ';
Add to article 1.1 part as follows: "(11) if the limited-liability company complies with this law, the first paragraph of article 185.1 of rules, it is exempt from payment of State fees for the amendment of the articles of incorporation registration and records, relating to the increase of the share capital."
5. To replace the words "in article 28 of the commercial register if the record or log on to record companies" by the words "commercial register or other register authorities kept registers already recorded or recording firms applied for or names".
6. turn off article 38, first paragraph, second sentence.
7. Turn off the 78 fifth.
8. Article 107: turn off third;
to supplement the article with the fourth paragraph as follows: "(4) the register shall be submitted to the authority by a secure electronic signature is signed or notarised or certified under the authority of the commercial companies shall have the written consent of the company's liquidators. Written consent of the liquidator of the company and registration number, for which they agree to the liquidators to become. "
9. Express 141. the first paragraph of article 6 paragraph 3 as follows: "the share capital specified 3) disbursement of about and organise the effective cash contributions of the participating bank or pay equity confirms this law, article 147 of the case referred to in 2.1;".
10. in article 146: Supplement to article 2.1 part as follows: "(21) of this Act 185.1 referred to in the first paragraph of the company with limited liability share capital up to the filing of an application for registration of the sign and pay in full."
to complement the fourth paragraph after the words "joint stock companies" with the words and the number "and this law 185.1 referred to in the first paragraph of the company limited liability".
11. Article 147: the second paragraph be added after the words "a statement addressed to" with the words "or other document" issued by the bank;
Add to article 2.1 part as follows: "(21) the second part of this article may not be applied if it is founded the company with limited liability, corresponding to article 185.1 of this law referred to signs. In this case, the founders declare pay equity. "
12. Article 149: the third subparagraph of paragraph 2 shall be supplemented by the words "bank statement" with the words "or other document";
make paragraph 5 by the following: "5) each Member of the Governing Board of the written consent to be a Board member. Written consent is signed with a secure electronic signature or signature on the consent of a notary or certified under the authority of the commercial register. If the applicant's consent, the members of the Management Board is included in the commercial register in the application to the 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 officer. If to the company for recording changes in the commercial register, the company's written consent is not required to submit again; "
6. turn off the point.
13. in article 154: make the first paragraph by the following: "(1) the investment assessment and an opinion on the person who gives it included property investment appraiser list. The evaluator may not be the owner of the property to be assessed relative to the third degree of relationship, the spouse and brother-in-law to the second degree of affinity, as well as the person otherwise interested in the evaluation of property. ";
Add to article 1.1 part as follows: "(11) a procedure leading property investment assessors and evaluators list, sliding down the requirements, the Cabinet of Ministers."
14. Make the third paragraph of article 183 of the second sentence as follows: "If the meeting rejected the request of the participants, a minority of members representing not less than one divdesmitdaļ of the share capital, internal audits may elect sworn auditor."
15. To supplement the law with article 185.1 as follows: "article 185.1. Special provisions relating to the size of the share capital (1) the company's share capital may be less than 185. this law the minimum capital laid down in article size if the company meets all of the following characteristics: 1) companies founders have natural persons, and the maximum is five;
2 members of the society are natural), and the maximum is five;
3 public Board) containing one or more members, and they are all members of the public;
4) each Member of the public is just one member of a society whose share capital is less than the article 185 of this Act.
(2) if the company's share capital is less than 185. this law article, so each year form the compulsory reserve, making the deductions of at least 25 percent of the net profit for the year.
(3) compulsory reserve, based on the decision of the meeting of members, can be used to increase fixed capital: 1);
2) current year losses where they are not covered by the previous report annual profits;
3) previous year's losses, if they are not covered from profit.
(4) if the company's share capital is less than 185. this law article, its Executive Board proposal for the use of the company's profit in addition to this law, the third paragraph of article 180 of the particulars referred to indicate the minimum reserves for deductions to be made about the building.
(5) if the company's share capital is less than 185. this law article, the company may pay dividends to net profit, which remains after deduction for the mandatory reserve.
(6) if the company's share capital is less than 185. this law article and it does not match any of the first part of this article 2, point 3 or 4, the signs referred to in public is obliged, within three months from the time the discrepancy with the signs concerned, to increase the share capital up to 185 of this Act specified in article about.
(7) if the company's share capital is less than 185. this law article and has been declared insolvency of that company, its members jointly and severally liable for the obligations of the total amount which does not exceed 185. this law lays down the amount of the issued share capital and paid in capital of the founders about the difference. "
16. Add to article 197 of the first part of paragraph 3 with the following: "3) increasing the nominal value of the shares or skipping a part of the new share capital in whole or in part including minimum reserve. The new shares be distributed to members in proportion to the suspension parts to them. "
17. in article 198: Supplement to the second part of the article as follows: "(2) if the company's share capital is less than 185. this law article, new parts only payable in cash."
believe the current text of article about the first part.
18. Replace 202. the second paragraph of article 5, paragraph numbers, and the words "197. the first paragraph of article 6, paragraph 2," with numbers and words "197. the first paragraph of article 6, paragraph 2 and 3".
19. Supplement article 220 with 2.1 part as follows: "(21) Council to be elected indefinitely, if not otherwise specified in the statutes."
20. Make 224. the second and third subparagraphs by the following:

"(2) To a person elected as a member of the Management Board requires the written consent of the person concerned. Written consent is signed with a secure electronic signature or signature on the consent of a notary or certified under the authority of the commercial register. Written consent of the candidate to the members of the Board noted that the company's Board agrees to become a company registration number and potential obstacles to the position in accordance with article 171 of this law and article 221 the fourth part, or that he is not of such barriers. If the applicant's consent, the members of the Management Board is included in the commercial register in the application to the 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 officer.
(3) the Management Board shall be elected indefinitely, if not otherwise specified in the statutes. "
21. Replace article 250 in the third paragraph, the word "expert" with the word "evaluator".
22. Replace article 296 in the first paragraph, the word "three" with the word "five".
23. in article 305: make the second paragraph as follows: "(2) the Management Board may not be elected without his written consent to be a Board member. Written consent is signed with a secure electronic signature or signature on the consent of a notary or certified under the authority of the commercial register. Written consent of the candidate to the members of the Board noted that the company's Board agrees to become a company registration number and potential obstacles to the position in accordance with this law, and article 171.304, or that he is not of such barriers. If the applicant's consent, the members of the Management Board is included in the commercial register in the application to the 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. ";
replace the third paragraph, the word "three" with the word "five".
24. To complement the 314. the first paragraph of article 5.1 of the following paragraph: "this law, article 51) 185.1 referred to in the first subparagraph of the limited liability company is not increased the share capital according to this law, article 185.1 sixth;".
25. Turn off the second part of article 319.
26. Express 320. article as follows: "320. article. The application of the company's winding up and liquidation (1) the decision on the termination of the activities of the Management Board within three days from the date of its adoption for the commercial register submitted to the recorder. The application shall state the law referred to in article 8 of the liquidator, as well as for the claims of creditors. The application shall be accompanied by: 1) Member meeting minutes excerpt with the decision on the termination of the company;
2) each liquidator's written consent to be liquidator. Written consent is signed with a secure electronic signature or signature on the consent of a notary or certified under the authority of the commercial register.
(2) if the undertaking is terminated on the basis of a court order, the Court shall send the relevant ruling of the entry in the commercial register. The liquidator within three days after the entry into force of the judgment submitted to the commercial register authority of the first part of the document referred to in paragraph 2.
(3) If a winding-up shall be made members of the Executive Board, this fact shall be stated in the application or court ruling, and it is not necessary to add the first part of the documents referred to in paragraph 2. "
27. Supplement article 324 of the fourth subparagraph by the following: "(4) if the firm is not known, the claims of creditors of the period of application set not shorter than one month after the first paragraph of this article the date of publication of the communication."
28. in article 330: turn in the second paragraph, the words "six months after the date of publication of the notice of termination of the company, and";
Add to article 2.1 part as follows: "(21) effects may be split up before the second part of this article, the time limit laid down in the agreement with all the actors and their creditors are injured."
turn off third.
29.332.: in the second paragraph of article 2, paragraph be supplemented by the words "the deposit" with the words "and is a cover all the expenses of liquidation";
Add to part with point 4 as follows: "4) this law, article 330 of the case referred to in 2.1, all participants have agreed to the company's remaining assets for distribution prior to this law, in the second paragraph of article 330 deadline."
340. Article 30: make the first part of the first sentence the following wording: "the reorganization of the companies involved in the examination of the draft Treaty sworn auditor.";
to turn off the second part.
347. Article 31, first paragraph: make paragraph 9 by the following: "9) members of the Management Board of the acquiring Corporation, or a partnership in the list of participants who have the right to represent the company (if the reorganisation results in a new society);";
turn off paragraph 10, the words "or if the public is transformed".
32. To replace the second paragraph of article 372. in the second sentence, the words "and the number of Auditors who comply with this law, article 340 in the first and second part of the criteria set out in" with the words "person, which included property investment list of assessors".
33. To supplement the law with article 372.1 as follows: "article 372.1. Restrictions (1) reorganisation of society with limited liability, which corresponds to article 185.1 of the Act referred to in the first subparagraph may not be signs to reorganize.
(2) if the acquiring company is a limited liability company, its share capital shall not be less than that laid down in article 185 of the law. "
34. Replace article 377 of the second part of the second sentence, the words "and the number of Auditors who comply with this law, article 340 in the first and second part of the criteria set out in" with the words "person, which included property investment list of assessors".
35. To complement the 407. the first paragraph after the words "purchase cost" with the words "and where at least one of the parties is a merchant".
36. Express article 404 as follows: "article 408. The buyer's delay (1) if the buyer, allowing the delay, does not accept the goods, the seller is entitled, notice to the buyer: 1) to the buyer's expense and risk for a reasonable fee to put the item in the warehouse or other storage in a safe place;
2) sell the product for a free price not less than the agreed purchase;
3) to the buyer's invoice to sell goods in the voluntary public auction with the sworn bailiff service, subject to the provisions of the civil code on sales at auction and auction notification, as well as the arrangements for the application of the auction, the relevant provisions of the civil procedure law of movable property auction.
(2) Products that perishable or subject to other risks, the seller is entitled to sell it for free-free auction prices without notifying the buyer.
(3) If the first part of paragraph 3 or the second case referred to in item is sold at a lower price than hired in the purchase agreement, the buyer is obliged to pay the seller the agreed price and the selling price of the goods.
(4) if the goods are sold in public auction by willingly sworn bailiff service, the seller is obliged, within a reasonable time before the auction to announce the buyer of the time and place of the auction, the buyer is entitled to participate in the bidding. The seller is obliged to immediately notify the buyer about the sale. If the seller does not fulfil that obligation, he is responsible for the damage caused to the purchaser.
(5) the provisions of this article shall be without prejudice to seller's right of which he is under civil law can be used, if the buyer admits the delay. "
37. in article 410: replace the second paragraph, the words "or ask" with the words "as well as require";
turn off third.
38. off 440. Article, the word "public".
39. Express article following 467: "467. article. Leasing's immediate resignation the lessor shall have the right to immediately terminate the leasing contract and without warning to take over the leasing object in his actual possession, if: 1) the lessee, who missed the deadline for payment of the remuneration agreed, the remuneration is not paid within 15 days of the lease's collection;
2) seller the purchase agreement is not laid down in the case of transferred the lessee or the property right is not transferred to the present case the lessor from his independent circumstances;
3) the lessee, concluding a leasing contract, the lessor has made false statements about conditions that are essential for the conclusion of leasing contract. "
40. the transitional provisions be supplemented with 17, 18, 19, 20, 21 and 22 the following: "17. This law, article 11, and the fourth part of article 15 of part 1.1 is valid until May 1, 2012.
18. Amendment of article 28 of this law enter into force simultaneously with the amendments to the law "on enterprise register of the Republic of Latvia", which provides the merchant company and comply with the conditions of registration that the mark applied for a merchant firm may not be the same as the commercial register authority registers to record log or record company or name.
19. Amendment of article 28 of this law for the firm of atšķiramīb from other commercial institutions already recorded in the registers of the company or name does not affect the rights of economic operators to the firm that is the commercial register to the entry into force of the amendments.

20. If the limited-liability company board member elected to the 2010 30 April and his term does not expire until May 1, 2010, it is considered that the Board member is elected for an indefinite period. This condition does not apply to the case where the company is established in the statutes Board tenure.
21. If the shares of the company's Board or Council Member elected to the 2010 30 April, his term of office expires on the day on which it would be pissing in accordance with the provisions of the Act that was in force when the Board or a member of the Council on the day of the election.
22. the amended article 154 of this Act first and 1.1 (for investment property appraiser list books) enters into force on July 1, 2010. "
41. The particulars in reference to European Union directives: express the following in paragraph 2: ' 2) of the European Parliament and of the Council of 16 September 2009. directive 2009/101/EC on how equalization in order to coordinate the support that Member States require of companies article 48 of the Treaty within the meaning of the second paragraph, in order to protect the interests of members and others; "
make paragraph 6 by the following: ' 6) the European Parliament and of the Council of 16 September 2009. directive 2009/102/EC on single-member private limited-liability companies; "
10. turn off the point.
The law shall enter into force on 1 May 2010.
The law adopted by the Parliament in 2010 April 15.
President Valdis Zatlers in Riga V 2010 April 29