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. nr.) the following amendments: 1. Express article 7 the second subparagraph by the following: "(2) everyone at the submission of the request in writing and pay the State fee has the right to receive messages on the commercial register entries and the merchant's registration in case the existing document extracts and copies on paper or in electronic form. Copies of the document or the accuracy of the statement which the law prescribed, unless the beneficiary waives such proof. The paper copy of the document in electronic form, it shall certify the correctness of the electronic document in accordance with the procedure prescribed by law. An electronic copy of the document on paper but the laws of the order if the beneficiary explicitly requested the following assurances. " 2. in article 8 the fifth paragraph: make paragraph 4 by the following: "4) news of the insolvency administrator (administrator), indicating his name, surname, personal number, traineeships, particulars of the Merchant (foreign merchant) the implementation of a process of redress and resolution, particulars of the Merchant (foreign merchant) of the insolvency proceedings and, details of the Merchant (foreign merchant) completion of the bankruptcy proceedings. '; Add to part with point 4.1 as follows: "41) news on the trader's economic suspension or restoration;". 3. Article 9: to make the first 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 application is filed in electronic form, for use in the Authority's commercial internet site available in a special online form. Ārval st-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. " Add to article 1.1 part as follows: "(11) commercial register authority deliverable documents, you can add it to the Latvian language 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. "; adding to the third paragraph with the sentence the following wording: "the annual report and the documents on file is stored only in electronic form." 4. Express article 10, second subparagraph by the following: "(2) a Person's signature on the application for merchant in the commercial register, as well as recording the person's capacity of notary demonstration. If an application is filed in electronic form and signed with a secure electronic signature, personal capacity check register officer. The signature of the individual merchant or of a capital company, which is one of the founder, the founder's signature on the application for merchant in the commercial register, as well as recording the person's capacity to demonstrate the commercial officer. A special authority to another person to sign the application for a merchant in the commercial register of notarial recording demonstration. " 5. Supplement article 13 with the third subparagraph by the following: "(3) By the merchant in the commercial register of the branch recording it issuing the registration certificate. A registration certificate shall specify the branches: 1) firm; 2) Merchant (except foreign merchant) registration number; 3) registration number; 4) registration; 5) registration date. " 6. To make article 14 paragraph 3 by the following: "3) administrator application for insolvency proceedings;". 7. in article 17: Add to the introductory phrase of the first subparagraph following the words "other documents" with the words "on paper or in electronic form, as well as the merchant's website"; Add to the introductory part of the second paragraph, after the words "the documents" with the words "on paper or in electronic form." 8. Replace article 25 paragraph 1, fourth subparagraph, the word "bankruptcy" with the words "legal protection or the insolvency practitioner". 9. Make the first paragraph of article 75 of the introductory paragraph as follows: "(1) a natural person who carries out an economic activity, are obliged to sign up for myself to record the individual merchant in the commercial register as if the annual turnover of the business activities carried out more than 200 000 lats or its economic activity corresponds to the conversion of the transaction (article 45 of this law) or brokers for action (article 64 of this law, first paragraph), or they make economic activity meet the following characteristics :”. 10. Add to article 144, second subparagraph, point 4 with the following: "4 main business) companies." 11. in article 154: make the title and first paragraph as follows: "article 154. Property investment appraisal procedure (1) the investment is assessed and provide expert opinion as to who is included in the commercial register approved list. An expert 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 2.1 part as follows: "(21) If payment of the share capital with the transferable securities and money market instruments that are included in the Member State of the European Union or the European economic area country registered (licensed) on the regulated market in at least two years before the signing of the Treaty, or the decision on the increase of share capital, the adoption of the opinion on the evaluation of the property investment can provide those founders or members, making the investment concerned."; Add to article 3.1, 3.2, 3.3 and the 3.4 part as follows: (31) if the share capital is evaluated in part 2.1 of this article in the order, transferable Securities and money market instruments is determined by the weighted average price on the regulated market of the six month period preceding the assessment. (32) opinion on the property investment appraisal is valid for six months from the date of its composition. Opinion on the property investment appraisal is to be in force on the day on which the Treaty is signed or the decision on the increase of the share capital. (33) the Board has an obligation to provide a property investment revaluation in accordance with the provisions of the first subparagraph, where the circumstances that reduce the value of property investment by the time the application for the public record in the commercial register or an application for the increase of the share capital will be submitted to the commercial register Office. (34) if the Management Board does not provide property investment revaluation 3.3 of this article in the case referred to, the players that on the day when the decision is taken on the increase of the share capital, representing at least one-twentieth part of the share capital in the commercial register by the date on which the authority will submit the application for the increase of the share capital, shall be entitled to claim property investment revaluation in accordance with the provisions of the first subparagraph. "; to make the fourth subparagraph by the following: "(4) in its opinion on the property investment appraisal includes a description of the subject of each contribution, value, specifies the property consequences, and in estimating the contribution of each of the method used, and include an opinion on the conformity of the subject property investment company's business lines. If the evaluation is made by founders or members, property investment appraisal methods should not be specified. The founders or participants drawn up an opinion on this article referred to in paragraph 2.1 property investment evaluation in addition to specify information used as the basis for property investment values. " 12. off 181. 13. Express 187 sixth article as follows: "(6) on the changes in the company's register of members Management Board submitted to the commercial register records the authority specify the participant a copy of the registry. If parts are disposed of, a copy of the register of members of the signature part of the seizure and also part of the acquirer or accompanied by other evidence, which shows part of the transition. " 14. in article 197: express the first part of paragraph 2 as follows: "2) after the annual review or the operating statement for a shorter period of time than a year for approval, raising the nominal value of the shares or skipping a part of the new share capital in whole or in part including the positive difference between capital and the amount of share capital and reserves, which by law must not be taken into account to increase the share capital. The new shares be distributed to members in proportion to their suspension parts. Business activity statement drawn up according to the requirements of the law on the preparation of the annual accounts. "; to supplement the article with the sixth, seventh, eighth and ninth subparagraph as follows: "(6) a member who voted against the increase of the share capital of the first paragraph of this article referred to in paragraph 2, shall be entitled, within two months from the date of the share capital increase request that the company repurchased his parts. (7) Compensation should be equal to the amount that the Member for Division of property in case of liquidation, if it happens at the time of the share capital increase. From the time of the share capital increase the company pays the legal interest on the amount and the time limit provided for no consideration to the cost of the modifications. (8) as regards the remuneration does not apply to the statutory restrictions on the order in which the company may acquire its own shares. (9) If a member of the public, who voted against the increase of the share capital of the first paragraph of this article referred to in paragraph 2, without charge, within two months, he can alienate their shares regardless of the statutes or statutory limitations. " 15.202. in the second subparagraph of article: Supplement to part with point 4.1 as follows: "specified member register 41) instance;" Add to part with point 7 and 8 as follows: "7) assurance that is not incurred significant factors that influence this law 154. Article 2.1 of the listed property investment value; 8) list of participants (with their signature), which voted against the share capital increases that have occurred in this law article 197, first paragraph (2) in the case referred to. " 16. in article 219: make the name of the article as follows: "article 219. Convening a meeting of participants in special cases "; to complement the article, after the words "the public is" with the words "limited ability". 17. Replace article 226 in the third paragraph, the words "the Securities Act" with the words "the law on the financial instruments market." 18. Make 228. the third paragraph of article as follows: "(3) the bearer of the rights is the person who shares the financial instruments account has been posted in accordance with the law on the financial instruments market." 19. Article 229 of the expression as follows: "article 229. Form of shares (1) registered shares may be in paper form or dematerialised. (2) the bearer may be the only book. " 20. To supplement the law with article 236.1 and 236.2 in this reaction: "article 236.1. Bearer registration (1) the Board shall provide the bearer entry in the Latvian central depository in accordance with the law on the financial instruments market. (2) a shareholder is entitled to transfer the Latvian Central Depository bearer shares posted to your account in the financial instruments. 236.2 article. Request information on bearer shares to the public and the competent authorities are entitled to require from the Latvian central depository for information about the company, the holders of financial instruments market law. " 21. Replace article 238 in the third paragraph, the word "security" with the words "financial instruments". 22. Supplement article with 240 1.1 part as follows: "(11) its shares as security for the application of this law, the provisions on prohibition of acquisition of own shares." 23. in article 249: Add to the first paragraph, after the word "statutes" with the words "except in the fourth paragraph of this article, the above cases"; to supplement the article with the fourth, fifth and sixth the following: "(4) the Statute may provide a mandate to the Executive Board for a period of up to five years to increase the share capital or shareholders ' meeting the Statute prescribed, not exceeding 30 percent of the share capital of the company is the authority on the date of entry into force. The mandate of the Board to increase the share capital the share capital increase not covered in article 254 of this Act in the case. (5) the increasing share capital in the fourth paragraph of this article, in that case, the amendments to the statutes of the society shall be made by the Council. (6) in the fourth paragraph of this article, this authorisation the Board can be used in so far as the statutes or decisions of the general meeting is not otherwise specified. " 24. Add to article 250 with 1.1 part as follows: "(11) the company, which is one of the shareholders, the share capital may be increased by an annual report or operating statement for a shorter period of time than a year, in proportion to the increase of the nominal value of the shares of an existing or issuing new shares, the share capital, in part or in full, including the positive difference between capital and the amount of share capital and reserves, which by law must not be taken into account to increase the share capital. Business activity statement drawn up according to the requirements of the law on the compilation of the annual report. " 25. To supplement the article with 257. third and fourth subparagraph by the following: "(3) the increasing share capital article 249 of this Act in the fourth paragraph, in that case, a new issue of shares payable in cash only. (4) raising capital article 249 of this Act in the fourth paragraph, in that case, a new issue of shares due date would be not more than three months from the date of the decision on the increase of the share capital. " 261. Article 26, second paragraph: Add to part with 1.1 as follows: ' 11) Board meeting Protocol statement with the decision on increase of the share capital of this law article 249 in the fourth paragraph, and in that case the minutes of the Council statement with the decision to allow the Board to increase share capital; " supplemented with paragraph 5 by the following: "5) certification that is not incurred significant factors that influence this law 154. Article 2.1 of the listed property investment value." 27. Supplement article 268, the first paragraph with the following paragraph 11: "11) Board and Council members for consideration in determining the General principles and criteria." 28. the express article 271 the following: ' article 271. Shareholders ' meeting call carrying special sa if the damage exceeds the public half of the share capital of the company or to the public is limited to solvency, or threatens to join established insolvency signs, the Board shall notify the Council and convene a shareholders ' meeting to provide clarification. The shareholders ' Meeting decides on the legal protection process of the application or the filing of insolvency proceedings, winding up and liquidation, reorganization, change in the share capital or adopt a different decision on the economic advancement of the society. " 29. To complement the 292. the first part of the article to point 7 by the following: ' 7) consent to the decision of the Board to increase share capital article 249 of this Act in the fourth paragraph, and in that case, the amendments to the company Charter article 249 of this Act in the fifth subparagraph, in that case. " 30. To supplement the law with article 310.3 310.1, 310.2 and by the following: ' article 310.1. The increase of the share capital of Board decision taken by the recognition of the void (1) the decision of the Board of Directors for the increase of the share capital, the Court may declare null and void the Law 286 of the first paragraph of article 1, 2, and 3. the cases referred to in paragraph 1, as well as if the share capital increase has been breached. (2) a claim for the recognition of the decision of the Board of Directors for the increase of the share capital of any shareholder may apply to the Court. (3) the time limit referred to in the second subparagraph of article bringing has three months from the date on which the shareholder learned or when he needed to know about the decision of the Board of Directors, but not more than one year from the date of the decision. 310.2 article. The order in which comply with the Court's ruling be declared invalid the decision of the Board of Directors to increase the share capital of the ruling be declared invalid the decision of the Board of Directors for the increase of the share capital after the Court ruling into lawful effect sent to the commercial register Office. 310.3 article. Responsibility for ensuring that the Board's decision on the increase of the share capital not reasonably disputed for damage caused to the public, not reasonably challenging the decision of the Board of Directors for the increase of the share capital, the applicant jointly and severally responsible, if they claim to originate in evil or gross negligence. " 31. Replace 334. in the first paragraph, "later in this section" with the words "this part" in the future. 32. Replace article 335 of the sixth paragraph, the words "members of the public or members (hereinafter in this section — participants)" with the words "public shareholders, members or associates (these parts — participants)". 33. To supplement the law with article 335.1 as follows: "article 335.1. Cross-border mergers (1) cross-border mergers is one of two or more corporations, of which at least is registered in Latvia, but the rest of the European Union, in accordance with the laws of the Member States. (2) of this article and of the Member State within the meaning of section XIX is a Member State of the European Union, the Republic of Iceland, the Kingdom of Norway and the Principality of Liechtenstein. (3) on cross-border mergers is not considered a merger in the case involving the Corporation that intends to carry on the collective investment of capital residents in accordance with the principle of risk sharing and which shares (shares) by the members (shareholders) are redeemed or redeemed directly or indirectly out of this Corporation's assets. Such repurchase or redemption is comparable to the transactions that the corporation wants to ensure that its share of the market value not significantly different from its net asset value. (4) cross-border mergers shall apply the provisions of this law on the uniting of a capital company, as far as this Act XIX provides otherwise. If the acquiring Corporation is registered in another Member State, Latvia registered Corporation, engaging in cross-border merger shall comply with the provisions of this law on the uniting of the Corporation relating to the decision making process relating to the merger and to the creditors of a corporation, the members (shareholders), obligacionār, as well as the protection of workers. " 34. in article 338: replace the second subparagraph of paragraph 6, the words "the shareholders who own advantage shares "with the words" for each category of shares of shareholders "; Add to second with 6.1 points by the following: ' 61) rights granted that acquiring company, or the company to be distributed monitoring institutions and members of the Executive Body, as well as the company's controller; "; replace the words "the fifth part of the commercial register authorities" with the words "commercial register authority". 35. Express 339. the second subparagraph by the following: "(2) the company may prepare a joint prospectus. In this case, each company involved in the reorganisation process shall specify in the prospectus referred to in the first subparagraph. " 36.340. Article: make the first paragraph by the following: "(1) Reorganisation of the companies involved in the examination of the draft Treaty, the auditor approved by the commercial list. The companies involved in the reorganisation can elect joint auditor. "; make the third paragraph as follows: "(3) the reorganisation of the Treaty not verifies if the auditor agrees to all participants or members. The auditor is not required to check the contract you want to add the project or be divided society, where all the plug-in or the company being divided of shares (shares) owned by the acquiring company. " 37. Replace article 341, first paragraph, second sentence, the word "approved" by the word "elected". 38. Supplement article 356 with the second part as follows: "(2) The obligations of the company being divided where Division is not defined in the Treaty, reorganisation of the company acquiring replies jointly."; believe the current text of the first part of the article. 357. Article 39. Express name as follows: "article 357. The decision on conversion ". 40. off 363. article. 368. Article 41. off. 42. Make 369. article name as follows: "369. article. Decision on reorganisation of the reorganization involved, if the limited liability company ". 43.372. Article: put the name of the article as follows: "article 372. Property investment appraisal, if the acquiring company is a company with limited liability "; Add to the second part of the sentence the following wording: "this law 340. in the third subparagraph, in the case referred to in the evaluation is conducted and written opinion the auditor who complies with this law, article 340 in the first and second part of the criteria." 373. Article 44. Express name as follows: "373. article. A decision on the reorganization, if shares of the company involved in the reorganisation ". 45. in article 377: put the name of the article as follows: "article 377. Property investment appraisal, if the acquiring company is a limited liability company "; Add to the second part of the sentence the following wording: "this law 340. in the third subparagraph, in the case referred to in the evaluation is conducted and written opinion the auditor who complies with this law, article 340 in the first and second part of the criteria." 46. To supplement the article with 379 1.1 part as follows: "(11) Until the adoption of a decision on the reorganization of the obligacionār can take a decision on the amendment of the law, which granted them in acquiring the company. That decision has been adopted, subject to the vote of not less than three quarters of the obligacionār of each category of bonds. " 47. To supplement the law with the XIX the following: "the cross-border merger section XIX special provisions article 380. Reorganisation agreement in the case of cross-border merger agreement, in addition to a Reorganisation of the Act in the second subparagraph of article 338. the particulars referred to in points: 1) cross-border merging Corporation types and encountered the type of capital company; 2) news on the acquiring Corporation to hold the property constituting the valuation of assets and liabilities; 3) corporations operating statement, which is based on cross-border mergers. 381. article. The cross-border merger of a reorganisation prospectus in the event of reorganisation prospectus 1) in addition to this law, the first subparagraph of article 339 particulars referred to specify information about how cross-border mergers will affect this merging Corporation members (shareholders) and vendors. (2) not less than one month before the date of intended participants (shareholders) meeting for the approval of the Treaty, cross-border merging Corporation employees or their representatives are entitled to consult a reorganisation prospectus. 382. article. Decision on reorganisation of the cross-border mergers (1) If a registered in another Member State a corporation involved in the cross-border merger activity regulatory law does not provide for a procedure for the determination of the compensation the Corporation's minority members (shareholders), does not prohibit the registration of cross-border merger, Latvia registered a corporation you can apply this procedure in another Member State registered a corporation involved in the cross-border merger for members (shareholders) Decides to allow the application of that procedure. (2) if the registered in another Member State that the activities of the regulatory capital company law provides for a procedure for equity or share (stock) exchange rate testing and modification, without preventing the registration of cross-border merger, Latvia registered a corporation that can allow this procedure, if the members (shareholders) meeting, which approved the reorganisation of the Treaty, the decision was adopted unanimously. In this procedure, the decision is binding in Latvia registered the acquiring Corporation and its participants (shareholders). 383. article. Pirmsapvienošan card (1) if the acquiring Corporation is expected to be registered in another Member State, Latvia registered plug-in Corporation shall submit an application to the commercial register authority for proof that a corporation that has taken all necessary actions to complete the cross-border merger. (2) the application shall be accompanied by this Law 347 of the first paragraph of article 1., 2., 3., 4., 5., 6., 7., 8. documents listed. Application the Corporation certifies that it is secured or satisfied the claims of creditors who have their claims to a particular period, and that a decision on the reorganization of the Court either not around or that the requirement is not satisfied. 384. article. The application and the submission of documents to the Authority If the commercial acquiring Corporation is registered in Latvia, 347. in addition to this law, the documents referred to in article by the commercial register submitted to the authority of another Member State in the commercial register of the authority no later than six months before the issue of the document certifying that the registered in another Member State that the Corporation has taken all necessary actions to complete the cross-border merger. 385. article. Add special rules if the cross-border merger takes place in the process of accession and this combination made the Corporation that owns all of the shares of a corporation being acquired (shares), established in Latvia for the Corporation to add to not apply this law 343. the provisions of the first paragraph. 386. article. Entry in the commercial for the cross-border merger where the record of acquiring Corporation is done in another Member State in the commercial register, the entry on the commercial register of the Corporation to be added when making commercial register authority has received the information from the register of companies of other Member States authorities for the record. 387. article. Cross-border merger takes effect if the acquiring Corporation is registered or is registered in Latvia, the cross-border merger shall be deemed to have entered into force when the entry in the commercial register of the acquiring Corporation. " 48. the transitional provisions be supplemented with 9, 10, 11, 12, 13 and 14 by the following: "9. the natural person whose economic activity carried out by conform to traders for action (article 45 of this law) or brokers for action (article 64 of this law, first paragraph), and which is not registered in the commercial register, enroll yourself for registration in the commercial register until 31 December 2008. 10. Amendments to article 181 (for the exclusion of this article) shall enter into force simultaneously with the amendments to the law on annual reports and consolidated annual accounts Act, setting out the procedure for submitting the annual accounts and the consolidated annual report. 11. If the shares are bearer shares to the public, which have not been posted in the Latvian central depository in accordance with the financial instruments market law provisions, the company shall, no later than the 2009 December 31 decision on bearer conversion to registered shares or bearer shares provide entry in the Latvian central depository. 12. If the company's statutes do not specify in its main business lines, the company shall, subject to this law, article 144 of the second subparagraph of paragraph 4, amend the amendments in their statutes and submit them to the commercial register Office no later than December 31, 2009. 13. Article 154 of the Act 3.2 part shall enter into force on June 1, 2008. 14. Until 1 June 2008 for the opinions about property investment appraisal is valid until 31 December 2008. " 49. To complement the informative reference to European Union directives with 8, 9, 10 and 11 by the following: ' 8) Council of 15 July 2003 of Directive 2003/58/EC amending Council Directive 68/151/EEC as regards disclosure requirements in different types of companies; 9) the European Parliament and of the Council of 26 October 2005 of Directive 2005/56/EC on cross-border mergers of limited liability companies; 10) of the European Parliament and of the Council of 6 September 2006, Directive 2006/68/EC, amending Council Directive 77/91/EEC as regards the formation of public limited liability companies and the maintenance and alteration of their capital; 11) the European Parliament and of the Council of 13 November 2007 of Directive 2007/63/EC amending Council Directive 78/855/EEC and 82/891/EEC as regards the requirement of an independent expert's report on the occasion of merger or Division of public limited liability companies. "
The Parliament adopted the law of 24 April. The President of the Parliament instead of the President g. Many Riga 14 May 2008 in