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Amendments To The Commercial Law Of The

Original Language Title: Grozījumi Komerclikumā

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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, nr. 14), the amendments are as follows: 1. Turn off the third part of article 8, paragraph 3, the words "and the Auditors".
2. in article 9: turn off, first paragraph, first sentence, the words "as well as the legal person notarized signature sample";
make the third paragraph as follows: "(3) the authority of the commercial register submitted documents stored in the merchant's registration. If the registration has already been used by persons certified signature model, it is not required to commit the relevant registration case. "
3. 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. 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. "
4. in article 15: Add to the first paragraph, after the word "some" with the words "pay and benefits";
to supplement the article with the third part as follows: "(3) for the attestation of a signature by the commercial officer, the duty payable. Government fees, payment procedures and relief shall be determined by the Cabinet of Ministers. "
5. Turn off the 25-second subparagraph of article 5.
6. Supplement article 38, first paragraph, second sentence, after the word "oath" to boil "or the commercial register authority diem officials".
7. Turn off 75 third paragraph of article 4.
8. Supplement article 78 the fifth in the second sentence by the following: "the authority is not the commercial jāie of the society provide notarized signature sample signature on the application for the public record in the commercial register if it is notarized."
9. Supplement article 107 the third paragraph after the word "of" with the words "notary public or commercial register authority".
10. Make the second sentence of article 139 the following wording: "the legal seat of the case the Board shall submit an application to the commercial register of the authority record."
11. Supplement article 141 (2) of the first subparagraph following the words ' governing body and "with the words" if it is intended for the public. "
12. in article 143: Add to the first paragraph of paragraph 11, the words "If the auditor is in public";
replace the third paragraph, the words "the Council, Board and Auditors ' with the words ' Council and the Board."
13. Article 145 of the turn in the second paragraph, the words "the first routine".
14. the third paragraph of article 149: supplement paragraph 5 with the second sentence as follows: "written consent need not be submitted to the Executive Board, who as founder of the company signed the application for entry in the commercial society;"
make paragraph 6 by the following: "6) each of the members of the Management Board of the authority, a notary or commercial register officials certify signature samples. Signature model should not be submitted to the Executive Board, who as founder of the company signed the application for the public record in the commercial register and whose signature is already certified on it; "
turn off point 8.
15. Replace the first subparagraph of article 150, the word "appointed" by the words "confirm choice" of the participants.
16. in article 176: express first and second subparagraph by the following: "(1) the annual report of the inspection of the public and opinion as to provide participants in the meeting elected sworn auditor, if required by law. In other cases, the examination of the annual report and the opinion of the Auditor, if it gives the statute or decision of the meeting of members.
(2) the provisions of this law on the auditor's opinion on the annual report are applicable, if the company in accordance with the first subparagraph of this article, the auditor is intended. ';
turn off third.
17. in article 183: replace the word "audit" (fold) with the words "internal audit" (fold);
replace the third paragraph, the words "ask the auditor to audit" with the words "internal audits approved by the elected minority shareholders ' auditors;
off in the third paragraph, the words "who satisfies this law 176. the third paragraph of article".
18. To make 197. the first paragraph of article 6, 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, 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. "
19. off 216. article name, the words "meeting of members".
20. Supplement article 224 the second part of the third sentence by the following: "Board members shall be submitted to the commercial register of the written consent of the authority, if the Board Member has not already been signed by the authority of the commercial applications."
21. Replace article 231, second paragraph, the words "the following types for" with the words "this stock category for".
22. Supplement article 285, the first paragraph of point 1.1 the following: ' 11) that the institution shall convene the shareholders ' meeting, and the time of the convening of the general meeting is sent out notice and when it is published, if the publication of the law; ".
23. Add to Article 296 of the tenth subparagraph following the words ' a list of the members of the Council "with the words" the Board members ' written consent.
24. the supplement to the second part of article 305 of the third sentence by the following: "Board members shall be submitted to the commercial register of the written consent of the authority, if the Board Member has not already been signed by the authority of the commercial applications."
25. To supplement 320. the first paragraph of article 6, paragraph 3, after the word "oath" to boil "or the commercial register authority diem officials".
26. Express 340. the first paragraph by the following: "(1) Reorganisation of the companies involved in the examination of the draft Treaty approved by the appropriate authority of the commercial public auditors elected from the commercial register approved list. The companies involved in the reorganisation of the commercial register can jointly seek authority to all companies is approved one auditor. "
27. Replace 341. in the first paragraph, the word "appointed" by the word "approved".
28. in article 343: replace the third subparagraph of paragraph 5, the words "and extraordinary balance sheet drawn up" by the words "prepared";
replace the fourth subparagraph, the words "and extraordinary balance sheet drawn up" by the word "should".
29. To complement the 347. the first paragraph of article 9 of the second sentence of the paragraph with the following: "Board members signatures can be evidenced by the commercial officer;".
30. Make 369. the first paragraph by the following: "(1) the decision on a reorganisation is accepted if for it vote not less than two-thirds of the votes represented at a meeting of members (if it is determined that the statute requires a higher number of votes, to decide on a reorganisation)."
31. the transitional provisions be supplemented with 5, 6, 7 and 8 of the following: "5. This law, article 149 of the third subparagraph of paragraph 5, second sentence and article 224 of the third sentence of the second paragraph (about public rights of the members of the Management Board does not submit written consent to be a member of the Board), as well as the amendments, according to which article 25 is switched off in the second subparagraph of paragraph 5, and article 75 of the third subparagraph of paragraph 4. shall enter into force on 1 July 2006.
6. Article 10 of the law of the second paragraph of the new version, the amended article 38, first paragraph, second sentence, article 107, the third subparagraph of article 149 of the third subparagraph of paragraph 6, first sentence, 320 the first paragraph of article 3, as well as in paragraph 347 of the first paragraph of article 9, second sentence (for the commercial rights of the authority to certify signature samples) shall enter into force on 1 July 2006.
7. The Cabinet of Ministers no later than 1 July 2006 manages this law article 15 the third paragraph of those provisions.
8. Starting with the April 10, 2006, after the entry into force of the amendments to the Act, which States that the news of the Auditors are not recordable in the commercial news, commercial officer, taking a separate decision and the application of this law, the provisions of article 11, shall be made in the commercial register entry concerning the exclusion from the commercial message, which contains information about the society's auditor. "
32. To supplement the law with the informative reference to European Union directives as follows: "Informative reference to European Union directives, the law includes provisions resulting from: 1) of the Council of 9 March 1968 the first Directive 68/151/EEC on how equalization in order to coordinate the support that Member States require of companies article 58 of the Treaty, the second paragraph means to protect the interests of members and others;

2) Council 13 December 1976 the second Directive 77/91/EEC on how equalization in order to coordinate the security which, as regards the formation of public limited liability companies and the maintenance and alteration of their capital, Member States require of companies article 58 of the Treaty, the second paragraph means to protect the interests of members and others;
3) Council of 9 October 1978 on the third Directive 78/855/EEC based on article 54 of the Treaty, paragraph 3 of the "g" and refers to the mergers of public;
4) Council of 17 December 1982 the Sixth Directive 82/891/EEC based on article 54 of the Treaty, paragraph 3 of the "g" and refers to the Division of public limited liability companies;
5) Council of 21 December 1989 on the eleventh Directive 89/666/EEC concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State;
6) Council of 21 December 1989 on the twelfth Directive 89/667/EEC on single-member private limited-liability companies;
7) Council on 18 December 1986 Directive 86/653/EEC on the coordination of the laws of the Member States relating to self-employed commercial agents (dealers). "
The law shall enter into force on 10 April 2006.
The Parliament adopted the law of 16 March 2006.
State v. President Vaira Vīķe-Freiberga in Riga, March 31, 2006 Editorial Note: the law shall enter into force on 10 April 2006.