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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, 8, 15, no; 2002, no 6) the following amendments: 1. Express article 6 the first subparagraph by the following: "(1) the entry in the commercial law news and keep the statutory documents of the merchants and business."
2. in article 8: make the second part of paragraph 5 by the following: "5) partnerships the members entitled to represent a partnership of individually or jointly, giving each Member of the partnership in pārstāvēttiesīg name, surname, personal code and residence, but the legal entity — a company registration number and registered office;"
to make the second part of paragraph 7 as follows: "7) If a partnership established for a certain period of time or a specific objective, for which the time-it was established, or purpose;"
make the third subparagraph of paragraph 4 by the following: "4) members of the Management Board entitled to represent the Corporation separately or jointly;";
to make a fifth by the following: "(5) in addition to the first, second, third and fourth paragraph, the particulars referred to in the commercial register of the following particulars:-r 1 prokūrist) name, surname and personal code, as well as a reference to the kopprokūr or prokūr of the branch, if any, issued by the reference to article 34 of this law in the second part of the award, if granted, as well as the prokūrist right to represent the company alone or jointly with one or more of the Board members or members of a partnership;
2) the persons name, surname, personal code, place of residence and the volume of the authority authorized to represent the Merchant (foreign merchant) in activities related to the branch;
3) news about Merchant (foreign merchant) reorganization;
4) news of the appointment of an administrator, giving the administrator's name, surname, personal code, place of residence and place of business, but, if the foreign merchant administrator has the legal person — a company registration number and registered office, the above information about the administrator's representatives in the insolvency proceedings, as well as details of the Merchant (foreign merchant) insolvency, indicating the judgment of the Court of Justice on the Merchant (foreign merchant), the Declaration of bankruptcy creditors meeting decision on merchant (foreign merchant) for the commencement of bankruptcy proceedings for adoption, a restoration plan for the amendment to the recovery plan, on restoration, the extension of the Court's decision on the approval of the arrangement, on the abolition of the arrangement, for the Merchant (foreign merchant), completion of the bankruptcy proceedings for the termination of the insolvency proceedings;
5) news about Merchant (foreign merchant) winding up and liquidation, as well as the appointment of a liquidator, the liquidator of indicating name, surname, personal code, place of residence, but, if the foreign merchant in the liquidator's legal person, business name, registration number and registered office;
6) news about the Group's conclusion, modification or termination, indicating a prevailing and independent company, registration number and the date of conclusion of the contract;
7) individual trustee or guardian's name, surname, personal code, place of residence;
8) each entry date. "
3. Replace article 10, third and fifth paragraphs, as well as article 11, second paragraph, the words "within three days" with the words "within three days (not including weekends and holidays).
4. Express article 19 the first part as follows: "(1) a trade secret status may be granted by such merchant financial, technical or scientific nature of things and in writing or otherwise fixed or not fixed messages that meet all of the following characteristics: 1) they are the merchant company or is directly associated with it;
they are not generally available in 2) of third parties;
3) they are or may be material or economic value;
4) going into other people's actions can cause damages to the operator;
5) the merchant is made by a particular situation in accordance with reasonable commercial conservation measures. "
5. Turn off the article 20, first paragraph, the words "If the transition is not otherwise specified in the contract".
6. Replace article 25, third subparagraph of paragraph 2, the word "socialize" with the word "open".
7. Article 29: make the third paragraph as follows: "(3) the Firm must not include the words" the Republic of Latvia "and their translation into a foreign language.";
express the sixth part as follows: "(6) trade mark or part of the firm in the use of the trade mark regulation regulatory laws."
8. Turn off the article 30 of the second sentence of the third paragraph, the words "unless the Treaty provides otherwise".
9. Supplement article 34 with the third subparagraph by the following: "(3) the articles of a corporation may provide that prokūrist represents the Corporation, together with one or more of the Board members. A partnership agreement may provide that prokūrist represents a partnership with one or more members of a partnership. "
10. Add to article 53 in the second subparagraph, the first sentence after the words "also deals with the" with the word "certain".
11. the express 54. the third paragraph of article as follows: "(3) If not otherwise agreed, the contract officer will welcome the calendar at the end of the month."
12. Article 59: make the name of the article as follows: "article 59. The right to the alignment or damages ";
make the second paragraph as follows: "(2) with the new customer link in the first paragraph of this article 1 and 2 of the meaning of saying the deal for a significant increase in the amount of the principal's existing customers, which in economic terms correspond to new customer. ';
Add to article 3.1 part as follows: "(31) dealers have the right to compensation for losses incurred due to termination of conversion, especially on the reimbursement of expenditure and not recoup its investment, the performance of the traders, dealers contract is made, at the request of the principal."
to complement the fourth paragraph after the word "alignment" with the words "or" damages ";
to make a fifth by the following: "(5) the parties before the expiry of the contract, traders cannot agree on a waiver of rights set out in this article require alignment or damages. Setting off or compensation claim to lapse within one year after the termination of the officer. "
13. Express article 78, first subparagraph as follows: "(1) an application for entry in the commercial register of the company indicates the law referred to in article 8."
14. off the third subparagraph of article 91.
15. Make 140. the first paragraph by the following: "(1) the founder of the Society is the natural or legal person or a partnership that made the company's founding act or the Treaty on behalf of which the operations were carried out."
16. off 143. the second paragraph of article the second sentence.
17. Article 144: turn off the first part of paragraph 2;
to turn off the second sentence of the third paragraph.
18. in article 145: put the name of the article as follows: "article 145. Public administration institution building and the appointment of Auditors ";
Add to the first paragraph, after the word "deal" with the word "also";
replace the second paragraph, the words "the auditor's election" with the words "the appointment of the Auditors".
19. Make 146. the second subparagraph by the following: "(2) the society with limited liability share capital up to the filing of an application for registration of a sign in full and pay at least 50 percent. The rest must be paid within one year from the date on which the company recorded in the commercial register. "
20. off the third subparagraph of article 147, fourth subparagraph, the first sentence and the fifth.
21. Article 149: make the first paragraph by the following: "(1) an application for entry in the commercial register of the company indicates the law referred to in article 8. ';
Supplement third with paragraph 8 by the following: ' 8) auditor's written consent be on the auditor. "
22. Article 153: replace the fifth paragraph, the words "to the public commercial register to record" with the words "for submission of the application to the commercial register of the authority";
turn off the sixth.
23. the second paragraph of article 154: exclude words "but in the case of a share capital increase members ';
make the last sentence the following wording: "in this case, the opinion signed by all founders."
24. Article 161: Supplement to article 1.1 part as follows: "(11) a Dividend is determined by the decision of the meeting of the members. ';
replace the fourth subparagraph, the word "calculate" with the words "determine, calculate" and turn off the word "paid";
replace the fifth subparagraph, first sentence, the word "calculated" by the words "determinable and quantifiable".
25. Article 164: replace the first paragraph, the words "after its recording in the commercial register" with the words "at its establishment" and the words "acquiring possessions which exceed" — with the words "obtain property for which compensation beyond";
to make the fourth subparagraph by the following: "(4) the first, second and third subparagraph 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."

26. Express article 168 title as follows: "article 168. Responsibility for public authorities, members of the prokūrist and komercpilnvarniek influence. "
27. Express article 169 the fourth subparagraph, the first sentence as follows: "the Board and a member of the Council is not responsible for the damage caused by the public, if he acted in good faith in meeting legitimate decision."
28. Add to article 174 of the fourth before number and the word "273" with a number of article and the word "and". 214.
29. Article 175: to supplement the first subparagraph following the words ' the accounts submitted "with the words" proposals on the use of profits ";
Add to the second paragraph, the introductory paragraph with the word "also";
Add to the second part of paragraph 4 by the following: "4) proposals for improving the functioning of society, if it is necessary."
30. the third subparagraph of article 182: turn off the word "subscribed";
Add to part with the following sentence: "this provision shall not apply where the company is dissolved."
31. Turn in the second paragraph of article 187, the words "and they are all part of their name."
32. in article 187: replace the words "the fifth part of the certifying Board authorized the Executive Board" with the words "certified by the Chairman of the management board or the Executive Board authorized the Executive Board";
Add to sixth with the words "where a signature is also a member (former member), which is the right amount of the entry is changed as a result of, or in the registry a copy of the participants accompanied by other evidence, which shows part of the transition";
replace the words "eighth Board authorized certified" by the words "the Chairman of the Executive Board or the Board authorized certified Board members".
33.188. Article: make the second paragraph as follows: "(2) to give to, modify or otherwise dispose of the shares (other than sale) a participant may only with the express agreement of the participants in the decision. ';
to make the fourth subparagraph by the following: "(4) the society's statutes may provide for a procedure for the disposal of parts that are different from the third paragraph of this article, as well as this law, the first paragraph of article 189 of the rules. Limit the Member's right to sell his share of the participant may only with explicit written consent. "
to supplement the article with the sixth part as follows: "(6) winner announces acquisition of part of the public, by seizure and acquiring a joint application or transaction. For it is the entry in the register of members in accordance with this law, the provisions of article 187. "
34. Article 189: make the first paragraph by the following: "(1) If a member of the public sale of own shares, the other participants are the pre-emptive rights. Pre-emptive use of term is one month from the date of the notice of sale filed with the Board. Member may, in writing, waive the pre-emptive rights, before the expiry of that period. ";
Add to article 1.1 part as follows: "(11) the Board has the obligation of notification about the sale of part of the receipts was immediately made known to each participant."
35. Add to article 192, first paragraph — paragraph 11 with the following: "7) reducing share capital, except for the part of circulation and deleting them;
8) acquiring another company or part of it;
9) a royalty-free as a result of the transaction;
10) recovered their claims from third parties;
11) as a result of reorganisation paying out compensation cases. "
36. Supplement article 193 in the first part of the second sentence as follows: "in this case, the applicable law in article 188 the first, second and fourth parts of the rules, as well as the first paragraph of article 189 of the rules."
37. Turn in the second paragraph of article 196, the words "or this Law 215. in the cases referred to in article, not less than two-thirds of the votes of all members".
38.202. Article: make the first paragraph by the following: "(1) after the new post the recording in the register of members shall be submitted to the authority of the Board of the commercial application for the increase of the share capital."
make the second paragraph, point 5 and 6 by the following: "(5) if the share capital is increased) with money already made investment, bank certificate, or other document on part payment, except where the share capital increase of this law article 197, first paragraph, the procedure laid down in paragraph 2;
6) property investment in the case of the documents certifying the value of the investment. If the financial contribution has been released to the public — documents certifying the transfer to the public. "
39. Make 210. the first paragraph of article 6, paragraph 9 by the following: "9) adoption of a decision of the company's dissolution, continuation or reorganization, as well as the conclusion of a contract, amendment or termination;".
40. Article 213: to make the third part (1) of the following: "1) joined this law referred to in article 219;";
to make the fourth subparagraph by the following: "(4) if the Management Board does not convene a meeting of participants in the month from the date of receipt of the request, the Council meeting or the commercial register authority."
41. Article 214: make the second paragraph as follows: "(2) the notification shall specify: 1) company and the legal address;
2) meeting location and time;
3) meeting (ordinary or extraordinary meeting);
4) institution, which shall convene the meeting;
5) of the Statute provisions on the participation of the representatives of the participants in the meeting (if the bylaws provide for such rules);
6) agenda;
7) the place and time where and when participants can look at projects of decision meeting agenda includes issues, as well as with other issues under consideration at the meeting. "
to supplement the article with the third and fourth subparagraph by the following: "(3) If a participant in the meeting agenda is the question of the amendment of the statutes, then the players allow you to send notifications to the draft decision attached to the articles of Association, in particular: 1), the provisions of the Statute, to amend, supplement or annul;
2) new provisions of the Statute, if the Statute is worded supplemented with new provisions.
(4) members are entitled to receive free of charge a draft decision at least 14 days before the meeting. "
42. Article 218 of the expression as follows: "article 218. Decision-making on important issues (1) the decision on the amendment of the statutes, dissolution or continuance, reorganization of the company and the group contract conclusion, amendment and termination is assumed when it passed not less than two-thirds of the votes represented at the meeting, if the statutes do not set a higher number of votes.
(2) the amendments of the Statute applying commercial register authority, accompanied by the members meeting minutes excerpt with the decision on the amendment of the articles of Association and statutes governing board signed a full text of the new version of the. "
43. Article 219 of the expression as follows: "article 219. The convening of the meeting participants, if the company has a loss or signs of insolvency if the damage exceeds half of the share capital of the company or to the public is found or the threat to join the Board of insolvency signs, notify the Council (if one exists) and convene a meeting of members, which provides a clarification. "
44. Add to article 220 of the third and fourth subparagraph by the following: "(3) the Board shall be elected by a simple majority of members present and, if the statutes provide that the election of the members of the Council are subject to this law, Article 296 of the fourth, fifth and sixth.
(4) this Law 296 ninth part of article if the society's statutes stipulated that Council election is held in accordance with this law, Article 296 of the fourth, fifth and sixth part. "
45.220. Article: turn off the second sentence of the third paragraph;
to complement the fourth paragraph after the words "all types of commercial activities" with the words "or deprived of the right to occupy positions in the governing bodies of the company";
turn off the eleventh part.
46. off the first paragraph of article 223 of the third sentence of the second paragraph, the second sentence and in the third paragraph, the words "or shared with prokūrist".
47.224. Article: off, first paragraph, first sentence, the words "as well as the changes to the representation rights (223)";
Supplement to the eighth article as follows: "(8) the Board may at any time leave the post of Member of the Executive Board, supported by the public."
48. in article 229: turn off in the first paragraph, the word "word";
to turn off the second part.
49. Article 231 off third.
50. Replace article 234, second paragraph, the words "the Board authorized person" with the words "the Chairman of the Executive Board or the Board authorized a Board Member".
51. Article 236: replace the second paragraph, the words "the Board authorized person" with the words "the Chairman of the Executive Board or the Board authorized the Executive Board";
replace the third paragraph, the words "the Board authorized persons" with the words "the Chairman of the Executive Board or the Board authorized Board members".
52. off 237. Article, first paragraph, second sentence.
53. in the second paragraph of article 238: to exclude the words "Board, Council or";
make the second sentence as follows: "If the statutory pre-emptive right, then use the deadline is one month from the date of the announcement of the sale of the shares filed to the Management Board. ';
Add to part with the sentence the following wording: "the shareholders may in writing waive the pre-emptive rights, before the expiry of that period."
54. in article 240:

turn off the first part of paragraph 3, the words "in accordance with the statute can belong only to public employees";
make the first part of paragraph 4 by the following: "4) company own shares obtained as a result of reorganisation by way of remuneration in the cases defined by law;";
turn off the first part of paragraph 10;
replace the numbers in the second paragraph and the words "in paragraphs 8 and 10" with a number and the words "and 8".
55. Make 242. the third paragraph of article as follows: "(3) the public-owned shares, which gained 240. of this law, the first paragraph of article 6 paragraph 3 in that case, the Board six months offers public employees and Board members."
56. Add to the first paragraph of article 255 in the second sentence, after the words "staff shares" with the words "transferable royalty-free, and its".
57. Article 259 off the second part of the second sentence, the words "referred to in the third subparagraph, in the case of".
58. off the fourth paragraph of article 261.
59. Make the text of article 271 the following: "If the damage exceeds half of the share capital of the company or to the public is found or join the threat of insolvency signs, the Board shall notify the Council and convene a shareholders ' meeting to provide clarification. The shareholders ' Meeting decides on the company's winding up and liquidation, reorganization, change in the share capital or adopt a different decision on the economic advancement of the society. "
60. Article 273: express the following fourth subparagraph: "(4) If the general meeting is intended to amend the statutes of the society, the statement sent to shareholders, added to the draft decision on the amendment to the statutes of the society, indicating that the Statute points proposed to be declared unenforceable or amend, and this new version of the paragraph.";
turn off the sixth.
61. Express article 276 of the third paragraph (1) of the following: "1) Council, Auditor, liquidator of the company controller or recall, provided that Council or in the event of the withdrawal of the liquidator in the same meeting elected a new Board or liquidator;".
62. Replace article 280 of the second subparagraph of paragraph 1, the words "he is member of the Council or the Executive Board or liquidator" with the words "he is a Council member of the Board, or by the liquidator, the auditor or Inspector of the public".
63. Article 282: make the second and the third part as follows: "(2) After the first part of the proposal of the person referred to in the meeting elected by vote counters.
(3) After the opening of the general meeting of shareholders shall elect the voting meeting. ";
Supplement fifth before the word "two" with the words "at least".
64. in article 284: Add to the second paragraph after the word "reorganization" with the words "group contract conclusion, amendment or termination of the agreement, the inclusion of the society, the inclusion of";
to supplement the article with a fifth by the following: "(5) the amendments of the Statute applying commercial register authority, accompanied by the minutes of the meeting of shareholders with a decision statement for amendment of the Statute and the Statute Governing Board signed the full text of the new version of the."
65. Supplement article 286 of the second part as follows: "(2) recognition of the decision of the general meeting is void shall not affect the rights of third parties acquired in good faith."
66. Article 292: make the first part of paragraph 3 as follows: "3) to examine the company's annual report and Board proposal for the use of profit and compose a message (article 174);";
make the third paragraph as follows: "(3) the Council shall provide the general meeting explanations of its report (article 175), at the request of at least one shareholder."
67. Article 295: turn off the second part of paragraph 3;
replace the fourth subparagraph, the words "the public turnover" with the words "publicly traded".
68. Article 296: Add to the fifth subparagraph, the first sentence with the words "all shareholders vote at the same time";
to make an eighth of the following: "(8) a member of the Council may at any time leave the Office of members of the Council, it shall submit a notification to the public."
69. off 303. Article, first paragraph, third sentence, the second sentence of the second subparagraph and in the third paragraph, the words "or shared with prokūrist".
70.304. Article: make the first paragraph by the following: "(1) the Board may contain one or more members of the Management Board. If the company's shares are publicly traded, the minimum number of members is three. ";
turn off the fifth.
71. Express 306. the third paragraph of article as follows: "(3) the Board may at any time leave the post of Member of the Executive Board, supported by the public."
72. To replace the words "in article 307 uzņēmējreģistr" with the word "commercial".
73. Article 314 is replaced in the third paragraph, the word "irregularities" with the word "shortcomings".
74.320. Article: Add to the introductory part of the first paragraph with a new second sentence as follows: "the application of this law, the records referred to in article 8 of the liquidator, as well as the claims of creditors of the log.";
turn off the first part of paragraph 2.
75. Make 349. the second subparagraph by the following: "(2) after the entry in the commercial register of the reorganization of the acquired company are excluded from the register of companies."
76. To supplement the transitional provisions with paragraph 4 by the following: "4. in order to ensure the Corporation's articles of Association and partnership agreement for compliance with the requirements of this Act relating to the condition that the members of the Board or the members of the partnership are not limited in their representation with prokūrist until June 1, 2005, the Corporation shall submit to the authority of the relevant commercial register amendment of the statutes, if they determine that one or more members of the Executive Board are entitled to represent a Corporation only jointly with the prokūrist , or a partnership in the commercial register of the authority sought representation model, if the partnership agreement provides that one or more members of the public have the right to represent the partnership only with prokūrist. An amendment to the articles of a corporation or a partnership agreement, but not longer than until 1 June 2005, the effect of the Statute is a corporation or partnership specified in a contract of representation model. "
The law adopted by the Parliament in 2004 on April 22.
State v. President Vaira Vīķe-Freiberga in Riga, may 7, 2004 an editorial added: the law shall enter into force by May 21, 2004.