The Saeima has adopted and the President promulgated the following laws: For State and local government owned capital shares and enterprises (A) section. General provisions chapter I. General matters article 1. The terms used in the law (1) of the Act is used in the following terms: 1) a corporation, limited liability company or joint stock company;
2) national capital — the State-owned shares in the company with limited liability or joint stock companies;
3) municipal capital — a municipality-owned shares in a company with limited liability or joint stock company shares;
4) public corporation – a corporation in which all shares or voting shares owned by the State;
5) Municipal Corporation — a corporation in which all shares or voting shares owned by the municipality;
6) private corporation — a corporation in which the shares or shares are held not only in the State or the municipality, but also to other persons;
7) State controlled corporation — a corporation in which the State has a crucial impact of Law Group;
8) controlled the Corporation, a corporation, in which one Government has a key impact of the group law.
(2) other terms used in this law, commercial law.
 
2. article. The operation of the law (1) this Act regulates the national and municipal corporation of that recorded in the commercial register according to the provisions of the commercial law.
(2) this law shall determine the order in which: 1) are managed state and local capital corporation;
2) is founded, operated and eliminated State and local corporations;
3) is reorganized and the municipal corporation;
4) State and local government seized the shares in corporations in the private and public corporations;
5) public or municipal corporation becomes a private corporation with a State or local Government of the capital.
(3) this Act does not regulate the procedures are managed and transferred to State or municipal corporation in the shares owned by the private corporation.
(4) matters not regulated by this law, the provisions of the commercial law.
 
Chapter II. Dividends article 3. Dividends paid profit-setting State and local control in the Corporation of (1) the Cabinet of Ministers of State controlled enterprises the minimum dividends paid profit (as a percentage of the company's net profits).
(2) the Municipal Council (the Council) the local government controlled corporations may determine the minimum dividends paid profit (as a percentage of the company's net profits).
(3) the shareholders of the Corporation of the proposal may set a different minimum dividends paid profit, pursuant to the law "on business for State and local aid control".
(4) the minimum dividends paid profit, the Cabinet of Ministers and Municipal Council (Council) shall be determined no later than 1 December of the reference year.
(5) the dividends paid and calculated pursuant to the provisions of article 161 of the commercial law.
 
4. article. Recipients of dividends (1) if the public shareholders have this law, article 10, first paragraph, point 1 and 2 of the said shareholders, capital dividends credited to the appropriate State budget.
(2) where public participation is this law, article 10, first paragraph, point 3 of the said shareholders, capital dividends credited to the appropriate State pension special budget.
(3) If the municipal capital is the municipality itself, its capital under dividend clearing the municipal budget.
(4) If a municipality is the capital of this law, article 11, first paragraph, referred to in paragraph 2, the holder of the share capital of the relevant dividend including the municipal budget or the holder of the share of capital in accordance with the relevant local Government Council (Council) decision.
 
Chapter III. Transfer of shares article 5. The State capital, the transfer of part of the municipality (1) national capital private corporation may transfer free of charge in the municipal property by a cabinet order pursuant to commercial law and the statutes of the private corporation.
(2) the national capital the national capital company can pass free of charge in the municipal property by a cabinet order.
(3) the national capital can pass local property, if the municipality has made such a request and the Municipal Council (the Council) has adopted its decision.
(4) the national capital for the transfer of property of a municipality is not suited to this law, the provisions on privatisation and disposal.
 
6. article. The municipality of the capital transfer to the State (1) municipal capital private corporation may transfer free of charge in the country owned by the local Government Council (Council) decision pursuant to commercial law and the statutes of the private corporation.
(2) the local Government of the capital municipal corporation may transfer free of charge in the country owned by the local Government Council (Council) decision.
(3) the authorities of the capital can be put in the public domain, if Cabinet has made such a request and adopted by the protokollēmum.
(4) the transfer of the shares in State property does not apply to the provisions of this law on privatisation and disposal.
 
Chapter IV. Decisive influence in article 7. Decisive effect of (1) a decision on the crucial impact of the acquisition of the private Corporation takes its shareholders of a corporation in which the State or the municipality is critical.
(2) a decision on the conclusion of the contract and the Group adopted the amendment to its shareholders of a corporation in which the State or the municipality is critical.
(3) in the first and second part of these decisions may also be taken by Cabinet.
 
8. article. Decisive effect of termination (1) the decision on the crucial impact of the termination of the private Corporation takes its shareholders of a corporation in which the State or the municipality is critical.
(2) the decision on the termination of the shareholders of a corporation in which the State or the municipality is critical.

(3) in the first and second part of these decisions may also be taken by Cabinet.
 
9. article. Implementation of the decision taken by the shareholders must ensure that the decision on the crucial impact of acquisition or termination would be carried out in accordance with the requirements of the law, the group giving the writing tasks to the relevant persons and institutions.
 
(B) section. Shareholders and the holders of the shares representative of article 10. Public shareholders (1) shareholders of a corporation are: 1) the institution of the national capital holder appointed a Cabinet of Ministers;
2) institution which under this law or an order of the Cabinet of Ministers carried out disposal of shares (hereinafter referred to as the national capital transfer to requesting institution), if: (a)) public corporation transferred for disposal, b) State Corporation formed as a result of privatisation, c) national capital private corporation for disposal, the passed d) national capital private corporation formed as a result of the privatisation, e) public participation in the private corporation established in article 191 of the commercial law of the case;
3) State social insurance agency, if the shares in the Corporation passed to the State pension special budget.
(2) the national capital in one corporation can have only one holder.
(3) in the case where the public shareholders is reorganized for the shareholders to become the institution's shareholders rights and obligations of the transferee, if the Cabinet does not detect other public shareholders.
(4) if the public shareholders is wound up, the Cabinet of Ministers appointed to national shareholders.
 
11. article. Local shareholders (1) shareholders of a corporation are: 1) the municipality that owns these shares;
2) institution of municipal capital holders designated by the municipality.
(2) municipal capital one corporation can have only one holder.
(3) in the case where the local government is reorganized, the shares held by it in the holder becomes the municipality, which has reorganized the municipal rights and obligations of the transferee, if the decision on the municipal reorganization of otherwise.
(4) if the municipality is dissolved, the proportion of the shareholders are set out in the decision on the liquidation of the municipality.
 
12. article. Ministry as a holder of shares (1) where public participation is the Ministry, this statutory shareholders decisions of the State Secretary of the Ministry (hereinafter referred to as the shareholders ' representative).
(2) the Secretary of the Ministry's prolonged absence (vacation, business travel, disease) in the case of the holder of the share of capital decisions are Assistant Secretary of State, who shall perform the duties of the Secretary of State.
(3) If a corporation is the State's capital, State Secretary of the Ministry may authorize the Deputy State Secretary have on shareholders representing the members (shareholders) meeting.
(4) the State Secretary of the Ministry of the Environment Ministry official appointed person (hereinafter referred to as the responsible employee) who provide him with the necessary information and preparing documents to enable him to fulfil the function of the holder of the shares in the private corporation or accept the members (shareholders) meeting decisions the State Corporation.
(5) remuneration of shareholders representative and responsible employee cost the Ministry's annual State budget appropriations allocated to the Ministry of law and remuneration shall be determined in accordance with the provisions of the Cabinet of Ministers under the corporations (the Group's) representative of the size criteria.
 
13. article. The Minister as part of the capital, a representative of the holder (1) the Minister may be a part of the capital represented by the holder only if required by law.
(2) if the Minister is a shareholders ' representative in the private corporation, he does not want to receive from the State Secretary of the Ministry's task of voting (article 17).
(3) the Minister for Consideration as part of the equity holder is determined by the Cabinet of Ministers under the corporations (the Group's) representative of the size criteria.
 
14. article. Authorities as shareholders (1) If a municipality is the capital of the municipality, this statutory shareholders decisions of the Municipal Council (the Council) (also in the future, shareholders ' representative).
(2) the City Council can put shareholders in the decision-making rights of the City Council created the municipal institutions.
(3) the local Government Council (the Council), the Chairman or the second part of that institution's prolonged absence, the Manager (business travel, vacation, illness) in the case of the holder of the share of capital decisions are taken by a person who fulfils the Municipal Council (the Council), the Chairman or the Chairman of the municipal authorities.
(4) If the City Council is the municipal corporation's shareholders, the Chairman of the City Council may empower the Council to be Deputy Chairman of shareholders representing the members (shareholders) meeting.
(5) a local Government Council (the Council), the Chairman of the local government or local authorities and the environment referred to in the second subparagraph of article municipal authorities by the driver from his body shall be appointed by the staff person (hereinafter referred to as the responsible employee) who provide him with the necessary information and preparing documents to enable him to fulfil the function of the holder of the shares in the private corporation or accept the members (shareholders) meeting decisions of the municipal corporation.
(6) the remuneration of shareholders representative and responsible employee cost the local authorities approved the annual appropriations allocated in the budget and remuneration shall be determined in accordance with the provisions of the Cabinet of Ministers under the corporations (the Group's) representative of the size criteria.
 
15. article. Other institution as the holder of the shares

(1) If a State or local Government of the capital of the State or municipal corporation is the body of shareholders appointed a Cabinet Minister or a local Government Council (the Council), in the statutory shareholders decisions of these institutions (hereinafter, shareholders ' representative).
(2) in the first paragraph, the head of that institution's prolonged absence (vacation, business travel, illness) decisions are referred to the person who is the head of that institution.
(3) in the first paragraph, the head of that institution from your institution's staff shall be appointed by a person (hereinafter referred to as the responsible employee) who provide him with the necessary information and preparing documents to enable him to fulfil the function of the holder of the shares in the private corporation or accept the members (shareholders) meeting decisions in State or municipal corporation.
(4) the remuneration of shareholders representative and responsible employee paid to shareholders from its own funds and remuneration shall be determined in accordance with the provisions of the Cabinet of Ministers under the corporations (the Group's) representative of the size criteria.
 
16. article. Responsible employee responsibilities (1) the responsible employee shall notify the holder of the shares representative of each private capital company members (shareholders) meeting immediately after the receipt of the notification of the members (shareholders), and the convening of the meeting presents shareholders representative with the meeting agenda.
(2) the responsible employee shall immediately provide the shareholders the representative all of the messages that are in the possession of this employee and required for shareholders of his competence to delegate decisions.
(3) the responsible employee message concerned shall immediately notify the holder of the shares representative of: 1) private corporation members (shareholders) want to alienate expressed his own shares (shares);
2) seizure of private corporation or undue burden, if movable, or apgrūtinām property values in excess of 10 percent of the total value of the assets of a capital company;
3 private investment capital company) the other corporation;
4) private Corporation Board or Council member or revocation of abandonment of post;
5) auditor's activities and decisions;
6) the most important Corporation Board, and the decisions of the Council;
7) each significant Corporation operation.
(4) the responsible employee to perform other actions, and perform other tasks entrusted to him in writing to the holder of the shares.
 
Article 17. The representative of the holder of the share of capital participation in private corporations members (shareholders) meeting (1) the shareholders of a private Corporation (shareholders) of the participants in the meeting representing the shareholders ' representative.
(2) the shareholders ' representative may authorize the responsible employee or another person (hereinafter referred to as the authorised person) to represent the shareholders of a private corporation the members (shareholders) meeting. In this case, shareholders ' representative gives the trustee a written task in each voting member (shareholder) meeting agenda. Authorised person members (shareholders) meeting may vote only as indicated in the voting exercise.
(3) if the members (shareholders) meeting place, which is not specified in the notice of meeting of members (shareholders), or the convening of the shareholders ' representative has not granted voting the tasks, the authorised person acting on it, as in the case in question deal with the same shareholders, in order to achieve the desired or most advantageous result.
(4) it is the duty of the person Authorised to receive shares of the holder represented the prior written consent of the authorised person of the election of the Corporation's Board, the Board or the auditor.
 
18. article. Private corporations shareholders representative authorised persons restrictions (1) representative of the holder of the shares authorized person may take only such action as required by the participant (shareholder) of the obligation and rights sales in the private corporation, and which are necessary in connection with it.
(2) If the authorised person in addition to the case assigned to fulfil another thing, so for this case is subject to the provisions of the Civil Code do not ask recordkeeping.
(3) the trustee is forbidden to give up voting rights in private corporations members (shareholders) meeting.
(4) a waiver of the right to vote is also considered the absence of members (shareholders) meeting after receiving the mandate, if the authorized person for failing to participate in the members (shareholders) meeting is not notified shareholders that the representative provides, if necessary, the power to the members (shareholders) meeting the other person.
(5) an authorised person may not delegate his duties to another person, that is, to make pārpilnvarojum (substitutions).
(6) the authorized person must not violate it, given the scope of the tasks of the vote, and it is handled by the representative of the holder of the shares.
 
19. article. The representative of the holder of the shares in the private capital company obligations (1) the holder of the shares representative to the trustee in the smooth operation of its duties, the necessary information and documents of a private corporation.
(2) the shareholders ' representative person authorised under article 17 of this law that privileges, voting the tasks, documents and other information within a period which the trustee provides the ability to perform its duties.
(3) the holder of the shares representative of State or local government controlled corporation must contribute to the laws, regulations and the Cabinet of Ministers approved the concept of the development of the sector, strategies and other documents governing the development of objectives and targets.
 
20. article. The representative of the holder of the shares or of the authorised person duties require features

Shareholders must give shareholders a representative or an authorised person the duty necessary features, but if the holder of the shares representative or authorised person has spent their funds, shares the holder must immediately reimburse as soon as shareholders representative or authorized person submitted the supporting documents.
 
21. article. Shareholders or representatives authorized personal responsibility (1) For violation of this law, the holder of the shares representative or authorised person responsible in accordance with the procedure laid down by law.
(2) For damage done to the shareholders ' representative or an authorised person is responsible in civil law and other laws.
(3) the authorised person responsible for the activities it has conducted pursuant to shareholders the vote of the representative of the task (article 17).
 
(C) section. State and local corporations, chapter I. The Corporation of the General provisions article 22. State and municipal corporation of shares and shares (1) State and local society with limited liability capital securities, and not to the part privatisation of the expropriation or they cannot be publicly traded.
(2) State and local government public company shares are securities, but until the privatization of the expropriation of shares or they cannot be publicly traded.
 
23. article. The Corporation with additional responsibility for State and local governments cannot establish a corporation as a corporation with additional responsibility.
 
Chapter II. The formation of a capital company in article 24. National Corporation of the Treaty (1) the public corporation's founder is the State in the person of the Cabinet.
(2) the order for the formation of a capital company in the country, the Cabinet of Ministers shall determine: 1) Corporation company;
2) type of capital company;
3 the size of the share capital of a capital company);
4) holders of shares of the Corporation;
5) other matters related to the formation of a capital company, reorganisation or liquidation.
(3) the holder of the shares perform this statutory public corporation founder, issue the appropriate orders.
 
25. article. The municipal corporation of the Treaty (1) a municipal corporation is the founder of the municipality.
(2) the decision of the municipal corporation shall adopt establishing the Municipal Council (the Council).
 
26. article. The Corporation's articles of incorporation (1) the public corporation's articles of incorporation are the order of the Cabinet of Ministers on the formation of a capital company, shareholders of orders (article 27) and the Corporation's bylaws.
(2) the municipal corporation's articles of incorporation are local Government Council (Council) decision on the formation of a capital company, and other related decisions (article 27), as well as the Corporation's bylaws.
 
27. article. Shareholders of orders and decisions (1) to the shareholders of orders and decisions subject to the provisions of the commercial law of the Treaty.
(2) for State or municipal corporation founder shareholders in the order or decision shall specify the following: 1) where public participation is the Ministry, the Ministry's name, legal address, that person's name and surname, person code, position and place of residence, signing the order;
2) if shareholders have a municipality, the municipality's name, legal address, that person's name and surname, person code, position and place of residence, where the signature of the Municipal Council (Council) decision;
3) if shareholders have a body (which is not a Ministry or a municipality), — the name, registration number (if the body is recorded), registered office, that person's name and surname, person code, position and place of residence, signing the order.
(3) the holder of the share of capital in order and the decision for one person may not impose special rights or preference for the formation of a capital company.
 
28. article. (1) the statutes of the Corporation, at both national and Municipal Corporation Act, on the basis of the statutes, which shall be developed in accordance with State or municipal corporation in a model statute (hereinafter referred to as model statutes).
(2) a model statute approved by the Cabinet of Ministers.
(3) the standard conditions of the Statute may be different from the provisions of this law and commercial law only if the rules allow for such differences directly.
(4) State and local government corporation statutes may vary the conditions of the standard provisions of the statute only if a model statute permits such disparities directly.
(5) State and municipal corporation Statute approved by the shareholders.
(6) the Cabinet of Ministers of State Corporation Statute approved in cases where it is provided for in any other law.
 
29. article. The Corporation's Board, and the appointment of the auditor of the Council To the registration of a corporation created by the Management Board, the Council (if any), and the auditor shall be appointed for a full term of Office.
 
30. article. Before recording a commercial corporation shareholders may not act on behalf of the Corporation of the future Institute prior to its recording in the commercial register.
 
 
Chapter III. Share capital of a capital company article 31. Property investment appraisal (1) Financial contributions to evaluate and provide expert opinion as to who is included in the commercial register approved list. Shareholders can make even property investment assessment only in the second case referred to.
(2) If, through national or local company with limited liability, the share capital is paid to the contribution that the total value does not exceed 10 000 LVL, the investment rate and can provide part of the capital.
 
32. article. Part of the due consequences if the State or the municipality capital building regulations specified the payment of part of the capital not paid in full within the time limit prescribed part price, the State or a municipality remains the part number that is proportional to the amount paid.
 
 
Chapter IV. Liability article 33. The acquisition of assets from founder and participant (shareholder)

If a corporation, two years after its entry in the commercial register of the property obtained from their founding or member (shareholder), the transaction participants (shareholders) meeting is not to be confirmed (art. 164 of the commercial law).
 
34. article. The Board and the members of the Council, a member (shareholder) and shares the responsibility to (1) the Board and the members of the Council are not responsible for damage caused by a capital company, if they acted in accordance with the participant (shareholder) or of the capital held a legitimate decision.
(2) the fact that the Council has approved the action of the Board, does not exclude the liability of the members of the Board of the Corporation.
(3) If the second part of this article, the case is referred to the Board members, Board members and members of the Council shall be jointly and severally liable.
(4) if the loss suffered by a corporation to the members (shareholders) or of the capital held them responsible for the decisions of the members (shareholders) or part of the capital.
(5) a corporation may relieve the Board or Council member from liability or close to her settlement (commercial law within the meaning of article 173) if the decision of the shareholders.
 
35. article. The prohibition of competition in respect of a corporation's Board members (1) a Board member without the consent of the holder of the shares may not be: 1) be a complementary partnership or member (shareholder) with additional liability in the Corporation that runs the business of the Corporation;
2) in its or a third party on behalf of, or right to do business in the Corporation's business;
3) to be on the other company's Management Board, which works in the field of business, the Corporation unless the Corporation with this other company in the same group.
(2) If the Board of a corporation in violation of this article, the provisions of the first subparagraph, the Corporation is entitled to claim damages or the recognition of transactions concluded on behalf of the Corporation, and income or claims to the transfer of the Corporation.
(3) this article referred to in the second paragraph of the lapse of three months, the claims of the other members of the Executive Board, Council, if any, members or shareholders have known of the violation of the prohibition of competition, but not later than five years from the date of the offence.
 
 
Chapter v. The auditor and the public use of profit article 36. The auditor of the Corporation the Board or Council can oppose the members (shareholders) meeting elected auditor.
 
37. article. Corporation profit utilisation shareholders may determine a corporation's principles of profit use pursuant to laws, regulations and the Cabinet of Ministers approved the development concept, strategy and other sectoral development of regulatory documents, objectives, and tasks.
 
(D) section. National or local company with limited liability (I) chapter. Capital and capital article 38. Pay equity, the nominal value of the shares and accounting (1) State or municipal limited liability company (hereinafter in this section: Community) share capital fully paid up to the filing of an application for registration in the commercial register authority.
(2) shares in the company (hereinafter in this section — part) denomination is one dollar.
(3) the register of members of the public also shares the record holder's name, registration number (if the holder is recorded) and legal address.
 
39. article. Part of the sale of part of the sales procedure defined in section H of this law.
 
40. article. Part of the society pledging shares may not be pledged.
 
Article 41. Its share of the acquisition of the company may not acquire its own shares, unless the company reduces its share capital, deleting.
 
Chapter II. Share capital changes in article 42. The decision on the change of share capital the share capital may be increased or reduced, only on the basis of the decision of the holders of shares that includes the share capital increase or reduction.
 
43. article. The increase in the share capital of the company's share capital may be increased: 1) participants in making investments in the company's share capital and against the new number of shares;
2) after the approval of the balance sheet or extraordinary in part or in full, the issued share capital including the positive difference between capital and capital, against the new number of shares.
 
44. article. The application of the commercial register authority of the increase of the share capital in the commercial register of the authority the application for increase of the capital accompanied by shareholders on the share capital increase.
 
Article 45. Reduction of the share capital of the company's share capital is reduced form, deleting the part.
 
Article 46. The application of the authority of the commercial capital reduction application commercial register authority of the reduction of share capital added to the shareholders on the share capital reduction and the reduction of the share capital.
 
 
Chapter III. The public administration article 47. Public authorities (1) a member of the management, the players and the Board meeting as well as the Council (if any).
(2) the participants in the meeting shall perform the functions of the capital.
 
48. article. Meeting participants competence (1) Only meeting participants have the right to decide on: 1) the company's annual report;
2) last year's profit;
3) appointment of the members of the Executive Board and the cancellation;
4) Council (if any) the appointment and removal of members;
5) the appointment and removal of the auditor;
6) action against the Board or Council and the appointment of a representative of the public company representation in court proceedings;
7) of the Statute of the public approval and amendment;
8) remuneration of the Board and the members of the Council and the auditor;
9) share capital increases or decreases;
10) the reorganization of the company;
11) the appointment and removal of the liquidator;
12) other cases referred to in this law.
(2) the Members ' meeting shall consider and decide such matters within the competence of the Executive Board, the Governing Board for decision which required the consent of the meeting of members (article 64).
 
49. article. The participant's competence (1) a member shall take a decision on the company's winding up or continuation.

(2) of this article, the decision referred to in the first paragraph shall be adopted, on behalf of the Cabinet of Ministers and local authorities on behalf of the Council (the Council).
 
50. article. The convening of the meeting of members (1) members Is convened regular meetings and extraordinary meetings of the participants.
(2) the meeting shall be convened by the Board of members, except in the cases provided for in this Act.
 
51. article. Current members ' meeting (1) convening another meeting of members shall be convened by the Management Board, which provides the ability to approve the annual accounts within the time limit provided for in the law.
(2) If the Board has a current members not meeting the time limit laid down, it shall be convened by the same shareholders no later than five working days from the date on which the Board had to convene a meeting of participants.
(3) if the Management Board does not convene another meeting of members without valid reason, shareholders can abolish the Board members.
(4) If a dispute arises as to whether the action of the members of the Management Board is justified, the burden of proof are Board members.
 
52. article. Extraordinary meeting of members (1) extraordinary meeting of Board members on their own initiative or when requested in writing by the Council (if any), auditor or shareholders.
(2) extraordinary meeting of members request for convening the proponents shall indicate the reasons for calling the meeting and agenda. The request for convening the meeting shall be submitted to the Executive Board and the Council (if any) and notify the auditor and shareholders.
(3) the Board shall convene the extraordinary meeting of the members not later than within two weeks after receipt of the request.
(4) if the Management Board on the third part of this article within the time limit set in the extraordinary meeting of members shall be convened not, it may call an emergency meeting of members even calling the agent.
(5) If the matter at issue a decision has to be taken urgently, an emergency meeting of members of the term sasaucam, which enables you to receive timely notification of the convening of a meeting of members, as well as a participant in the meeting draft decisions and other material. This period may not be shorter than seven days. The urgency justify it in writing, which proposed to convene an urgent meeting of the participants.
(6) If the Board shall convene an extraordinary meeting of members without valid reason, shareholders can abolish the Board members.
(7) If a dispute arises as to whether the action of the members of the Management Board is justified, the burden of proof are Board members.
 
53. article. The convening of a meeting of members, the company suffered a loss if the Member meeting be convened when the company suffered damage, occurs in commercial law.
 
54. article. The convening of the meeting participants, if the company is dissolved (1) If a decision on the liquidation of the company, the liquidator shall convene a meeting of participants.
(2) a current Member of the liquidator shall convene a meeting time that allows to approve the annual accounts within the time limit provided for in the law.
(3) extraordinary meeting of members shall be convened by the liquidator, on his own initiative or when requested in writing by an auditor or shareholders.
(4) emergency meeting of participants in the request for convening the proponents indicate the reasons for calling the meeting and agenda. The request for convening the meeting, the liquidator shall be submitted and notify the auditor and shareholders.
(5) If the matter at issue a decision has to be taken urgently, an emergency meeting of members of the sasaucam this Law 52 in the fifth subparagraph of article.
(6) If the liquidator is not convened by the current or extraordinary meeting of members within the prescribed time limit, it shall be convened by the shareholders.
(7) If the liquidator shall convene a meeting of participants not without good reason, shareholders can cancel the liquidator.
(8) If a dispute arises as to whether the action of the liquidator has reasonable cause, the burden of proof is the liquidator.
 
55. article. The arrangements for convening the meeting of members (1) notice of the convening of the meeting of members of the Management Board shall send to the holder of the shares, all members of the Council and the auditor no later than two weeks before the meeting.
(2) the notice shall specify the Member meeting location and time, the type of meeting, which requested institutions to convene a meeting of participants in the meeting agenda, draft decisions, as well as other information related to the convening and conduct of the meeting.
(3) If a participant in the meeting is convened under article 52 of this law in the fifth subparagraph, in that order, the convening of the meeting proposer to provide shareholders, Board members and auditors meeting draft decisions and other materials receive no later than three days prior to the meeting.
 
Article 56. Participants at the meeting raised questions (1) participants in the meeting may adopt decisions only in those matters specified in article 55 of this Act specified in the notification, with the exception referred to in the second subparagraph of article.
(2) the participants in the meeting may adopt decisions in such matters (even if they have not been specified in this law, the notification provided for in article 55): 1) Board members, Board members, the liquidator or auditor for the revocation;
2) bringing to the Board and to the members of the Council, Auditor, liquidator or if in the meeting addressed the question of the company's annual report;
3 new members) or the date of the meeting.
(3) the participants in the meeting may adopt decisions only if this law is respected for convening the meeting of participants in the time and way.
 
57. article. Participation in a meeting of members (1) members participating in the meeting of shareholders representative.
(2) the Board and Council members, the liquidator and Auditor is obliged to participate in a meeting of members.
(3) the shareholders ' representative shall determine the persons who should also participate in the meeting of members.
 
58. article. Participants in the meeting proceedings (1) the shareholders ' representative discovered and managed by the members meeting.
(2) the shareholders ' representative members shall be appointed by the Secretary of the meeting (Registrar).
(3) the shareholders ' representative at issue, notify its decision with regard to the matters dealt with. Decision of the meeting of members.
 
Article 59. Meeting of members (1) Members of the progress of the recording of the meeting minutes.
(2) the minutes shall specify: 1) company;
2) members meeting venue, date and time;
3) the persons name and job title, taking part in the matter;
4) signed by the company share capital the share capital and voting rights, paid share capital;
5) meeting and Registrar (Registrar) a first and last name;
6) meeting agenda;

7) agenda of the consultation process and content;
8) decisions;
9) and Council members of the Board, auditor or liquidator's objections.
(3) the minutes shall be signed by the members of the meeting and the Secretary (Registrar).
 
60. article. The Council for the Council's activities and expertise applicable to this law 88. — the provisions of article 92, where this chapter provides otherwise.
 
61. article. The Executive Board (1) the number of members of the Board shall be determined in accordance with the provisions of the Cabinet according to the size of public targeted criteria.
(2) a model statute, in addition to the applicable limitations may also place further restrictions on board members.
(3) the remuneration of the members of the Executive Board shall be determined in accordance with the provisions of the Cabinet according to the size of public targeted criteria.
 
62. article. Right of representation of the Board (1) the members of the Management Board shall represent the company jointly.
(2) a model statute and articles of the company may not require that the members of the Management Board shall represent the company jointly with prokūrist.
 
Article 63. The withdrawal of the members of the Executive Board (1) the Board may revoke the members meeting, if you have a compelling reason.
(2) For important reasons in any case be considered as a violation of the terms, gross failure or improper performance, could not control the company, damage the public interest, as well as the loss of confidence.
 
64. article. Decisions of the Executive Board (1) the Management Board takes decisions on all matters of public activities, except where a decision in accordance with this Act and the statutes of the company adopted in the Cabinet or local Government Council (the Council), the meeting of members, as well as the Council (if any).
(2) the Board requires the prior consent of the meeting of members the following question: 1) for decision to the acquisition of other companies, they increase or decrease;
2 acquisition or disposal);
3) cessation of existing activities and launching of new activities.
(3) the drafting of model statutes may provide for any other matters that the Board members the meeting must be received prior written consent.
(4) the Management Board is valid, if they participate in the hearing, more than half of the members of the Management Board. If the composition of the Board is less than that of members laid down in the statutes, the quorum statutes proposed by the members of the Board.
(5) the Management Board shall take its decisions by a simple majority of those present, if a model is not defined in the Charter of the larger majority.
(6) Board meetings are recorded. The Protocol specifies: 1) company;
2) Board at the venue, date and time;
3) Board members and other persons participating in the meeting;
4) agenda items;
5) decisions;
6) the results of the vote, each of the members of the Management Board in the form of a vote "for" or "against" for every decision;
7) other information that the Board requires to be included in the Protocol or required to accurately reflect the progress Board meeting.
(7) If the Board does not agree with the decision of the Board and vote against it, following the request of the members of the Executive Board his views the different recordable Board meeting minutes.
(8) minutes of Board meetings shall be signed by the person who chaired the Board meeting minutes-taker, and all the members of the Board participating in the meeting.
 
(E) section. State or municipal corporation, chapter I. The share capital of the company and securities article 65. Shares of the company share capital statutory capital by establishing national or local joint stock company (hereinafter in this section the company) paid in full not later than six months from the date on which the company recorded in the commercial register.
 
66. article. (1) all the shares of the company's shares are one category of shares, unless the company has a staff of shares (article 68).
(2) all of the company's shares are registered shares.
(3) all public shares are dematerialised shares.
(4) the nominal value of each company's shares is one dollar.
 
Article 67. Shareholders entered in the register of the shareholders of the news registry entry also shareholders (in this section — the stock holder) the name, registration number (if it has to be) and the legal address.
 
68. article. The staff shares (1) Cabinet determines which national societies can be staff shares.
(2) the Municipal Council (the Council) determines whether a given society may be local staff shares.
(3) the staff shares have no voting rights.
(4) the staff shares may belong only to public employees and Board members.
(5) the staff stock owner cannot dispose of these shares to other parties, including other employees.
(6) where the legal relationship between the company and the employee is terminated or a member of the Board of the company is revoked or left the position, the employee or Board member of staff shares belonging to go public.
 
Article 69. The sale of shares in public stock sales procedures set out in section H of this law.
 
70. article. Acquisition of own shares of the company may not ban to get its own shares. This can be done only in cases where: 1 the company reduced share capital), with the exception of the circulation of shares;
2) society gets its staff shares.
 
71. article. The public-owned their stock transfer and deletion (1) if the company gained its staff shares its transferable staff within six months from the date of acquisition of the shares.
(2) if the shares are not transferred to the staff of public servants of this article within the time limit provided for in the first subparagraph, delete them, reducing the share capital respectively.
(3) if the company gets part of the shares, reducing its share capital, the shares cancelled.
 
72. article. Convertible bonds the company may issue convertible bonds of this Act in the cases provided for in section I.
 
Chapter II. Share capital increase and reduction in article 73. The right to increase or decrease of share capital may be increased or reduced, only on the basis of a decision of the shareholders in which regulated capital rules up or down.
 
74. article. Increase the share capital with the specific purpose of (1) the share capital can be increased by establishing that the new shares will be used for the specific purpose specified in the share capital increase. In such cases, the capital increase does not exceed the needs for a specific purpose.
(2) the first part of this article in accordance with the procedure laid down in the capital may be increased for the following purposes only:

1) new shares in Exchange for a State or local government that the Corporation's shares or shares in the event of restructuring;
2) staff shares.
(3) the share capital increase as a result of which the company becomes a private limited company with a State or local Government of the capital may be provided for in title I of this Act in the cases and in the procedure.
 
Chapter III. The organizational structure of the public article 75. Shares of the company's governing bodies (1) the public administration implemented a shareholder, the shareholders ' meeting, the Executive Board and the Council.
(2) the general meeting of shareholders of the performance function.
 
76. article. Competence of the general meeting (1) only shareholders ' meeting has the right to decide on: 1) the company's annual report;
2) last year's profit;
3) of the members of the Council and the appointment and removal of the auditor;
4) action against the members of the Council and of the Auditors or the waiver of claims against them, as well as the appointment of a member of the public claims for maintenance against the members of the Council;
5 the business approval), which the company negotiated with the Council;
6) of the Statute of the public approval and amendment;
7) public issue of securities;
8) remuneration of Board members and Auditors;
9) share capital increases or decreases;
10) the reorganization of the company;
11) the appointment and removal of the liquidator;
12) other cases provided for in this Act.
(2) the shareholders ' meeting shall consider and adopt a decision in the Board and the matters within the competence of the Council, which the Board or Council for decision requires the consent of the general meeting (article 98).
 
77. article. Competence of shareholders (1) Shareholders shall decide on the termination of activities or continuation.
(2) of this article, the decision referred to in the first paragraph shall be adopted, on behalf of the Cabinet of Ministers and local authorities on behalf of the Council (the Council).
 
78. article. The convening of the general meeting (1) be convened in ordinary and extraordinary general meeting of the shareholders meeting.
(2) the general meeting shall be convened by the Board, except as provided in this law.
 
Article 79. Current convocation of the general meeting (1) the ordinary general meeting shall be convened by the Management Board, which provides the ability to approve the annual accounts within the time limit provided for in the law.
(2) If the Board has no current shareholders meeting within the prescribed time limit, it shall be convened by the Council no later than five working days from the date on which the Board had to convene a shareholders ' meeting.
(3) if the Council has not an ordinary shareholders meeting in the second case referred to and within a decision on this matter, adopt the same shares no later than five working days from the date of the Council was to convene a shareholders ' meeting.
(4) If the Council, in the second case referred to does not convene a shareholders meeting without good reason, the option holder can cancel the Council members and to propose to the Council to cancel the Board members.
(5) If a dispute arises as to whether the Board and Council members for action is justified, the burden of proof is on the Executive Board and Council members.
 
80. article. Extraordinary shareholders ' meeting (1) extraordinary general meeting shall be convened by the Management Board on his own initiative or when requested in writing by the Council, auditor or shareholders.
(2) extraordinary general meeting convening agent request indicates the reasons for calling the meeting and agenda. The request for convening the meeting shall be submitted to the Executive Board and the Council and shall notify the auditor and shareholder.
(3) the Board shall convene the extraordinary meeting of shareholders not later than within two weeks after receipt of the request.
(4) if the Management Board referred to in the third subparagraph the period without calling an extraordinary shareholders meeting, it can convene an extraordinary shareholders meeting himself calling the agent.
(5) If the matter at issue a decision has to be taken urgently, the extraordinary shareholders ' meeting in the term of sasaucam, which enables you to receive timely notification of the convening of the general meeting of the shareholders ' meeting, as well as draft decisions and other material. This period may not be shorter than seven days. The urgency justify it in writing, which proposed the urgent to convene a shareholders ' meeting.
(6) If the Board did not convene an emergency shareholders meeting without good reason, the option holder may propose to the Council to cancel the Board members.
(7) If a dispute arises as to whether the action of the members of the Management Board is justified, the burden of proof are Board members.
 
81. article. The convening of the general meeting if the company suffered losses in the convening of the general meeting if the company suffered damage, occurs in commercial law.
 
Article 82. The convening of the general meeting, if the company is dissolved (1) If a decision on the liquidation of the company, the liquidator shall convene a general meeting.
(2) the ordinary general meeting shall be convened by the liquidator, which provides the ability to approve the annual accounts within the time limit provided for in the law.
(3) an emergency shareholders ' meeting convened by the liquidator, on his own initiative or when requested in writing by an auditor or shareholders.
(4) the extraordinary shareholders ' meeting convocation request proponents indicate the reasons for calling the meeting and agenda. The request for convening the meeting shall be submitted to the liquidator and Auditor and notify the holder of the shares.
(5) If the matter at issue a decision has to be taken urgently, the extraordinary shareholders ' meeting of sasaucam 80 of this law in the fifth subparagraph of article.
(6) If the liquidator is not convened the routine or extraordinary shareholders meeting within the prescribed time limit, it shall be convened by the option holder.
(7) If the liquidator does not convene a shareholders meeting without good reason, the option holder can cancel the liquidator.
(8) If a dispute arises as to whether the action of the liquidator has reasonable cause, the burden of proof is the liquidator.
 
83. article. The arrangements for convening the general meeting (1) notice of the convocation of the general meeting, the Management Board shall send to the holder of the shares, all members of the Council and the auditor no later than two weeks before the meeting.
(2) if the society's staff shares, a statement shall also be sent to the holders of shares of the staff.
(3) the notice shall state the general meeting location and time, the type of meeting, which requested institutions to convene the meeting, the agenda of the general meeting, draft decisions, as well as other information related to the convening and conduct of the meeting.

(4) If the shareholders ' meeting is convened 80 of this law in the fifth subparagraph of article in that order, the convening of the meeting proposer to provide shareholders, Board members and auditors meeting draft decisions and other materials receive no later than three days prior to the meeting.
 
84. article. General Meeting pending questions (1) the general meeting may adopt decisions only in those matters specified in article 83 of this Act specified in the notification, with the exception provided for in the second subparagraph of article.
(2) the general meeting may adopt decisions in such matters (even if they have not been specified in this law, the notification laid down in article 83): 1) Council members, the liquidator or auditor for the revocation;
2) bringing to the Board and to the members of the Council, Auditor, liquidator or if in the meeting addressed the question of the company's annual report;
3) new general meeting or the date of determination.
(3) the general meeting may adopt decisions only if this Act has been complied with in the convocation of the general meeting and method.
 
85. article. Proceedings of the general meeting (1) the representative of the holder of the shares opened and managed by the shareholders meeting.
(2) a shareholder representative appointed by the Secretary of the meeting of shareholders (Registrar).
 
86. article. Decisions of the general meeting (1) the representative of the holder of the shares after the issue, notify its decision with regard to the matters dealt with. Decision of the shareholders ' meeting.
(2) if the society's staff shares, shareholders do not participate in decision making and not vote on the decision made by the projects.
 
87. article. Meeting of shareholders (1) shareholders ' meeting Protocol of the recording process.
(2) the minutes shall specify: 1) company;
2) the general meeting location, date and time;
3) the persons name and job title, taking part in the matter;
4) signed by the company share capital the share capital and voting rights, paid share capital;
5) meeting and Registrar (Registrar) a first and last name;
6) meeting agenda;
7) agenda of the consultation process and content;
8) decisions;
9) and Council members of the Board, auditor or liquidator's objections.
(3) the minutes shall be signed by the shareholders ' meeting and by the Secretary (Registrar).
 
88. article. (1) the Council for the Council are as follows: 1) elect and recall members of the Executive Board, the standing to control functioning of the Board;
2) to determine the remuneration of the members of the Management Board;
3) to monitor the public things are sorted in accordance with the laws, statutes, and decisions of the general meeting;
4) examine society's annual report and the Board's proposal on the use of profit and, together with its report, submit them to the general meeting;
5) represent the Court in all public companies brought requirements against the members of the Management Board as well as Board members brought requirements against the society;
6) confirm the transaction between the company and Management Board or auditor;
7) to examine any matter, which is a shareholder or shareholders meeting or by the competence, Board members suggested for consideration by the meeting of shareholders, and to give an opinion on them.
(2) the Council shall submit to the general meeting a report assessing the company's performance and the Board's report, as well as, if necessary, make proposals for improving the functioning of society.
 
Article 89. The number of Council members, their appointment and cancellation (1) the number of members of the Council shall be determined in accordance with the provisions of the Cabinet according to the public (the Group's) representative of the size criteria.
(2) Council members shall be appointed and cancels shareholders meeting.
 
Article 90. Convening of meetings of the Council (1) the right to request the convening of the meeting of the Council's Member for each Council, Board and shareholder meetings, motivating the need and purpose.
(2) If a Council agenda included in this law article 88 the issues referred to in the first paragraph, but the Council is not valid because the hearing does not participate in the required number of Council members, this question does not review the Council shall not be an impediment to the consideration of shareholders and shareholders ' meeting.
 
91. article. The adoption of the Council decision and the signing of the Protocol (1) a Council Member may vote only if participating in a Council meeting.
(2) the minutes of meetings of the Council shall be signed by the person who chaired the meeting of the Council, the Registrar, as well as meeting all members of the Council who participate in the meeting.
 
92. article. Remuneration of Board members the remuneration of the members of the Council, shall be determined by the shareholders ' meeting in accordance with the provisions of the Cabinet according to the public (the Group's) representative of the size criteria.
 
93. article. Shares of the company's Management Board (1) the members of the Management Board shall represent the company jointly.
(2) a model statute and articles of the company may not require that the members of the Management Board shall represent the company jointly with prokūrist.
 
94. article. The number of members of the Executive Board of the number of members of the Board shall be determined in accordance with the provisions of the Cabinet according to the public (the Group's) representative of the size criteria.
 
Article 95. The company's recall of the members of the Executive Board (1) the Management Board may be revoked by the Council, if you have a compelling reason.
(2) For important reasons in any case be considered as a violation of the terms, gross failure of law or statutory obstacles to this position or share holder expressed confidence in.
 
Article 96. Remuneration of company Board members (1) the Board shall receive remuneration corresponding to his burden and the economic realities of society.
(2) the remuneration of the members of the Management Board shall be determined in accordance with the provisions of the Cabinet according to the public (the Group's) representative of the size criteria.
 
Article 97. Restrictions on the company's Board members (1) in addition to the applicable limitations in the shareholders ' meeting may provide that the Board shall not be employed or hold elected positions in other companies, State or municipal authorities, organizations and institutions.
(2) the drafting of model statutes may provide further restrictions on board members.
 
98. article. The shareholders, the shareholders ' meeting and the consent of the Governing Board of the Council for action (1) the Management Board takes decisions on all matters of public activities, except where a decision in accordance with this Act and the statutes of the company adopt the shareholders, the shareholders ' meeting and the Board.
(2) the Board requires the prior consent of the general meeting, the following issues: 1) for decision to the acquisition of other companies, they increase or decrease;
2 acquisition or disposal);

3) cessation of existing activities and launching of new activities.
(3) a model statute may determine other questions that the Management Board of the general meeting must obtain prior written consent.
(4) the Board requires the prior consent of the Council in such matters: 1) affiliates and representative offices opening or closing;
2) closing of transactions that exceed the statutes or decisions of the Council of the specified amount;
3) the lending that is not related to the ordinary business of the company;
4) real property acquisitions, disposals and keeping with the case law;
5) issue of credit public employees;
6) general business principles.
(5) the drafting of model statutes may provide for other matters for decision to the Governing Board must obtain the prior consent of the Council.
(6) if the Council rejects a proposal from the Executive Board of this article fourth and fifth questions referred, the Governing Board shall have the right to put this issue to the general meeting, which shall take a decision in the matter.
 
(F) section. State or municipal corporation in dissolution and liquidation article 99. The Corporation is based on termination of the activities of the Corporation shall cease: 1) participant (shareholder) of the decision;
2) with court ruling;
3) the opening of bankruptcy proceedings;
4) the expiry of the statutory deadline (if a corporation is established for a definite period of time);
5) reaching the objectives laid down in the statutes (if a corporation founded by specific objectives);
6) other law or statutory cases.
 
100. article. Appointment of liquidators (1) the liquidation of a corporation shall take members of the Board, if the decision of the institution which took the decision on the termination of the Corporation, unless otherwise specified.
(2) if the order of the Cabinet of Ministers on State corporations winding down that the liquidation of a corporation not made members of the Executive Board, shall be appointed by the shareholders.
(3) If a local Government Council (Council) decision on the termination of the municipal corporation that does not carry out the liquidation of the Corporation Board members, the liquidator appointed by the Municipal Council (the Council).
(4) the Remuneration of the liquidator and the cost of the procedure is determined by the institution, which appoints the liquidator.
(5) If a winding-up shall be made members of the Executive Board, the remuneration of the liquidator and the cost of the procedure is determined by the shareholders.
 
101. article. The application of a corporation, and the termination of the liquidation decision on the termination of the Board within three days from the date of its adoption for the commercial register submitted to the recorder. The application shall be accompanied by: 1) the institution's decision, which ruled on the termination of the Corporation;
2) commercial information referred to in article 8 of the liquidator;
3) notarized sample signature of the liquidator.
 
Article 102. Revocation of liquidators (1) Liquidators may be revoked by a decision of the institution which adopted the decision on the appointment of a liquidator.
(2) the liquidator may be revoked by the Court ruling, based on shares of the holder or a third party application that has important reasons.
(3) the liquidator appointed by the Court can be reversed only with a court order, on the basis of the shares of the holder or a third-party application that has important reasons, while appointing a new liquidator.
 
Article 103. Closing the financial statement and the Division of the plan (1) After satisfaction of the claims of creditors if they deposit the money and provided for liquidation expenses shall be drawn up by the liquidator in the winding-up of financial statement and closing the Corporation's remaining property distribution plan that determines the liquidation quota.
(2) the holders of shares of the staff public limited company in liquidation quota is not calculated.
 
Article 104. The Corporation's remaining property distribution (1) property may be divided into no more than four months from the date of publication of the notice of termination of a capital company, and one month from the date of the winding-up of financial statement and closing the Corporation's remaining property distribution plan is sent to shareholders.
(2) the costs for the participants (shareholders) are made in cash, if the decision on the termination of the Corporation otherwise.
(3) the State Corporation in the event of liquidation of the participant (shareholder) of the entire cost is included in the State budget.
(4) the liquidator may not sell the property, if it is not required to satisfy the claims of creditors and as determined by the decision on the dissolution of a corporation.
 
Article 105. The continuation of the activities of the Corporation if the Corporation is dissolved on the basis of the documents establishing the rules for winding or an order of the Cabinet or the relevant municipal Council (Council) decision, the Cabinet or the relevant local authority to the Division of the beginning of May to make a decision about the continuation of the activities of the Corporation or the Corporation's reorganization.
 
(G) section. State and local capital company reorganization, chapter I. The reorganization of the General provisions article 106. The process of restructuring the legal framework for State and local government reorganization of a corporation is governed by the commercial law, if the law does not provide otherwise.
 
Article 107. (1) a merger of the Corporation if the merging process has involved national Corporation, which is one part of the capital, a decision on the commencement of reorganisation adopted this part of the capital.
(2) If the process of a merger involving the State corporations, which have different shareholders, decisions on reorganisation started accepting the Cabinet.
(3) the Cabinet may decide on the merger of the State Corporation, even if the parties to the merger process of the public corporation is one part of the capital.
(4) the Municipal Council (the Council) decides on the initiation of a merger of the municipal corporation.
(5) the order in which the State or municipal corporation takes place, if one of the merging process of the companies involved is a private capital company, established by title I of the Act.
 
Article 108. The Corporation into (1) the decision on the State Corporation Division assumes the opening of part of the capital of a capital company.

(2) the order in which the State or municipal corporation takes place in a Division, if the acquiring company is an existing private corporation, established by title I of the Act.
 
109. article. The Corporation into (1) the decision on the transformation of public corporation other Corporation in the State assumes the Corporation's shareholders.
(2) the decision of the municipal corporation the transformation of other municipal corporation shall adopt in the Municipal Council (the Council).
(3) a State or local government reorganization of a corporation cannot be converted to a private corporation in this section.
 
110. article. The reorganisation conditions for deciding on the reorganization started, Cabinet of Ministers and Municipal Council (the Council) may impose conditions of reorganisation.
 
Chapter II. The reorganisation procedure article 111. Decision on reorganisation of the (1) to reorganize the public corporation, the shareholders shall decide on the merger, Division or transformation. This decision replaces the commercial reorganization referred to in Article 299 of the Treaty.
(2) to reorganize the municipal corporation, the Municipal Council (the Council) decides on the merger, Division or transformation. This decision replaces the commercial reorganization referred to in Article 299 of the Treaty.
(3) the decision on reorganization of the State: 1) all involved in reorganizing the Corporation company, registered office and registration number;
2) date by which you want to add, or corporations be distributed transactions in the accounts of the acquiring Corporation will be treated as the acquiring Corporation;
3 the consequences of that reorganization), or be distributed to employees of the Corporation;
4) reorganisation proceedings in actions and deadlines.
(4) the decision on a reorganisation cannot be commercial law provided for in article 338 atliekošo conditions.
 
112. article. Property investment appraisal in the process of restructuring (1) If the acquiring Corporation as a result of a reorganisation must increase capital or it is a new Corporation to do each of the Corporation's property or that the property concerned capital company divided parts of the assessment to determine the adequacy of the Corporation's share capital increase of the acquiring or its foundation.
(2) the assessment shall be carried out and provide expert opinions in writing, which is included in the commercial register approved list.
(3) If a reorganisation results in the establishment of the new company, must comply with this law, the provisions of article 31.
(4) the opinion of the Authority submitted to the commercial register shall be added to the application for reorganization.
 
Article 113. The prospect of taking the reorganisation the reorganisation procedure provided for in this title, the reorganization process of the participating national and municipal corporations may not prepare a reorganisation prospectus.
 
114. article. The auditor's examination through the reorganization of the order provided for in this title, a decision on the reorganization does not check the auditor.
 
115. article. Decision on reorganisation of the (1) adopted a decision on the reorganization of each country involved in the reorganisation process of the Corporation's shareholders.
(2) the decision on a reorganisation with regard to municipal corporations adopt the Municipal Council (the Council).
(3) If, due to the reorganization of the Corporation shall be made in the articles of Association, the members (shareholders) meeting the decision to adopt immediately after the decision on a reorganisation.
 
116. article. Decision on reorganisation of the contested decision on State or municipal corporation in the reorganization of the Court cannot be challenged by the commercial law article 346 of the person referred to in the first subparagraph.
 
Article 117. The application of the commercial authority (1) each corporation involved in the reorganisation process after it is secured or satisfied in the sign up deadline the claims of creditors shall be submitted to the commercial register Office application to the commercial register entry is done on a reorganisation.
(2) the application shall be accompanied by: 1) this statutory decision about reorganization;
2) in the cases specified by law, reorganisation;
3) or the way of splitting that distributable corporations closing financial statement (if the application is lodged or the Corporation to be added);
4) acquiring Corporation statute (if the reorganization is a result of a new Corporation or if the Corporation is modified);
5) of the acquiring Corporation notarized the signatures of the members of the Executive Board (if the reorganization is a result of a new Corporation or if the Corporation is modified);
6) acquiring capital company Board members list (if the reorganization is a result of a new Corporation or if the Corporation is being redesigned and the acquiring Corporation for Board).
(3) the Corporation shall certify that are secured or satisfied in the sign up deadline the claims of creditors.
 
(H) section. The sale of shares in chapter I. State and local government owned capital shares for sale article 118. A decision on the sale of shares (1) in order for the State-owned sales issued shares, the Cabinet of Ministers.
(2) the decision of the municipality-owned capital in the sale of the relevant municipal Council (the Council).
 
119. article. The seller of the shares (1) the public sale of shares made by the institution that sold the State capital.
(2) sale of shares made by the municipality or its authorised institution.
 
120. article. The capital value of the sales of State and local governments sold shares, according to their market value as determined by the independent appraiser certified in accordance with the accepted valuation standards.
 
121. article. Procedures for the sale of the shares of a private Corporation (1) the seller offers a private corporation the members (shareholders) that is pre-emptive, to buy a country or municipality-owned capital statutes.
(2) offering shares for sale, the seller will determine: 1) the sales price of the shares;
2) pay period;
3) payment procedures.
(3) Not purchased shares sold at public auction by the seller in accordance with the rules of the auction, the seller.

(4) the capital of the auction rules shall be publicly available for at least one month before the date on which the person must apply for the purchase of shares.
 
122. article. Capital sales conditions (1) the Cabinet of Ministers may establish a public corporation of the State-owned share sales conditions or change them to this part of the capital for the approval of the terms of the sale.
(2) the Municipal Council (the Council) may establish a municipal corporation of the municipality of the capital belonging to the sales conditions or change them to this part of the capital for the approval of the terms of the sale.
(3) a corporation's employees sold shares may not exceed 20 percent of the share capital of a capital company.
 
123. article. Procedures for the sale of shares (1) state the sale of shares in accordance with the terms of the sale, which developed and approved vendors.
(2) the sale of shares in accordance with the sale regulations as approved by the Municipal Council (the Council).
 
124. article. Private corporation registration in the commercial register (1) not later than three months after the State or local government capital buyer obtains ownership of at least 25 percent of the capital of a capital company, vendor or on his behalf shall be convened by the Board of the Corporation members (shareholders) meeting: 1) approves the statutes of the private corporation;
2) elected by the governing bodies of the Corporation;
3) decide other matters provided for in this law and commercial law.
(2) a State or municipal corporation from the date when the articles of association registered in the commercial register, is losing public company status and operating under the commercial law in the future.
(3) upon application to the commercial register, accompanied by the approved national or municipal corporation in the sale of the shares.
 
125. article. National capital sales resulting funds (1) the national capital sales results in final features, except remuneration for the sale of State shares of the sponsoring institution, including the State budget.
(2) sale of State shares of the sponsoring institution the amount of remuneration and the cost of the procedure is regulated by the Cabinet of Ministers regulations.
 
Article 126. Municipal capital sales assets resulting from (1) selling shares in Local results in final features including the municipal budget.
(2) if the local sale of shares out of authorized local authority, Municipal Council (the Council) established this institution for the amount of remuneration and the cost of the order.
 
Chapter II. Other State or local government capital sales event in article 127. Bezmantiniek shares (1) commercial bezmantiniek provided for in article 191 of the capital transfer and sale takes place in the Cabinet.
(2) Bezmantiniek of the capital acquisition and sale shall be carried out by the institution in return for State shares.
(3) Bezmantiniek the sale of capital results in final features, except remuneration for the transfer of State shares to requesting institution, including the State budget.
(4) the national capital transfer to requesting institution the amount of remuneration for the costs and procedures are governed by the Cabinet of Ministers regulations.
 
128. article. State pension special budget passed by the sale of shares (1) State pension special budget passed in the capital, which is the State social insurance agency, sold under the Cabinet of Ministers regulations, which regulate the conditions of sale and order.
(2) State pension special budget passed by the sale of shares in accordance with the Charter of the corporation concerned.
(3) State pension special budget passed by the sale of shares by the State social insurance agency.
(4) State pension special budget part of the capital results in final sale funds including State pension special budget.
 
129. article. Tax payments as a result of the capitalization of the debt with the sale of shares (1) an order for the sale of their capital, which led to the replacement of the company's tax debts to the State or local government budget with a capital (capitalisation emerged as a result of the capital), issued by the Cabinet of Ministers.
(2) State-owned private corporation in capitalization results in the sale of shares made by the institution in return for State shares (referred to in this chapter, the seller).
(3) the seller offers to members of the Corporation, which has a pre-emptive right and the public to buy State-owned shares in accordance with the procedure laid down in the statutes, under the Cabinet of Ministers regulations governing tax debt and capitalisation capitalization results in the sale of shares (hereinafter referred to as the capitalization rules).
(4) offering shares for sale, the seller will determine: 1) the sales price of the shares;
2) pay period;
3) payment order;
4) other conditions the provisions of capitalisation.
(5) the shares sold at a price determined in accordance with the Cabinet of Ministers regulations governing tax debt capitalization.
(6) shares were purchased Not the seller sold at public auction in accordance with the rules of the auction, the seller.
(7) capital of the auction rules shall be publicly available for at least one month before the date on which the person must apply for the purchase of shares.
(8) the order in which the national capital sales assets obtained in favour of the State budget and local budgets, are governed by the rules of capitalisation.
(9) the Remuneration of the capital of the State of the requesting authority to transfer the results of capitalisation shares in the sale are governed by the Cabinet of Ministers regulations according to the corporations and the State seized the shares representative of the size criteria.
 
(I) section. State or municipal corporations becoming about private corporation in chapter I. The General rules for corporations to private corporations to become article 130. The legal framework

The order in which the State or municipal corporation, sold the shares becomes the private corporation, is governed by the commercial law, if the law does not provide otherwise.
 
131. article. Private capital in form of State or municipal corporation, sold the shares, could become a private corporation: 1 increasing the share capital of a capital company) with the specific purpose (article 132);
2) reorganizing the Corporation (133).
 
132. article. The Corporation's share capital increase in special purpose (1) a corporation's share capital may be increased for the following purposes only: 1) the replacement of the debts of a corporation with its capital shares (referred to in this section-debt capitalization);
2) certain things from individuals when they pay their shares on financial contribution (hereinafter in this section — acquisition of property);
3) private equity fundraising, payment of capital with money (referred to in this section — private equity Association).
(2) shares of the company's share capital may be increased also with the purpose to Exchange convertible bonds to shares.
 
133. article. Corporations forms of reorganization the reorganization under way a corporation can become a private corporation: 1) adding a private Corporation (referred to in this section-private corporations);
2) connecting to a private Corporation (hereinafter in this section — joining the private corporation);
3) by means of private Corporation (hereinafter in this section: the fusion with the private corporation);
4) dividing the Corporation if the acquiring Corporation is a private Corporation (hereinafter in this section — joining the private corporation to splitting).
 
134. article. The increase in the share capital of conditions (1) If a corporation's share capital is increased, for it to become a private corporation, the new shares are only used for a specific purpose.
(2) the share capital of a capital company up the rules appear in the share capital increase in special purpose.
(3) in such cases, the capital increase does not exceed the needs for a specific purpose.
 
Article 135. Increase the share capital the share capital of approving up rules approved by the shareholders.
 
136. article. On action to be taken by increasing the share capital of a capital company for a specific purpose on action to be taken, raising capital and specific purpose of reorganizing a corporation, organized by shareholders.
 
Chapter II. Debt capitalisation of article 137. Decision on the debt capitalization (1) on the basis of the proposal of the holder of the shares, the Cabinet of Ministers issued order for the debt capitalization of the State Corporation.
(2) the Municipal Council (the Council) decides the debt capitalization of municipalities Corporation.
(3) the Cabinet of Ministers and the municipality may determine their debts, which are capitalised.
 
Article 138. Debt capitalisation conditions by ordering or making a decision, the Cabinet and the Municipal Council (the Council) may determine the conditions for capitalisation of debts.
 
139. article. Debt capitalisation (1) debt capitalization takes place in accordance with the provisions of commercial law, subject to the conditions of this law.
(2) the share capital of a capital company building regulations in addition to the given deadline, when they will be called a private corporation's members (shareholders) meeting, which will show a result of capitalization.
(3) the increase in the share capital of the Corporation to be added to the provisions of the text of the amendment of the Statute and its private corporations Statute, the project, which will create a debt capitalization.
(4) the Management Board in the share capital of a capital company raising the time limit laid down in the rules shall be convened by the private corporation's members (shareholders) meeting, which will show a result of capitalization. The meeting approved the statutes of the private corporation, elected by the executive body of the supervisory bodies, and other legal actions. Private corporations statutes approved by not less than three fourths of the members present and voting, and at the following meeting to apply this law, rules governing the Corporation's members (shareholders) the convening and conduct of the meeting.
(5) after the members (shareholders) meeting approved the statutes of the private corporation, new participants (shareholders) entered in the register of members (shareholders).
(6) in addition to the commercial law (and article 202.261) the documents to be submitted to the commercial register Office in the case of a share capital increase, the Corporation shall also submit this law referred to in article 137 of Decree of the Cabinet of Ministers or local Government Council (Council) decision.
 
Chapter III. Acquisition of property article 140. The decision on the acquisition of property (1) on the basis of the proposal of the holder of the shares and the Minister's proposal, the cabinet order on the acquisition of property for public corporations.
(2) the Municipal Council (Council) shall take a decision on the acquisition of property in the municipal corporation of the property.
 
141. article. The conditions for the acquisition of property by ordering or making a decision, the Cabinet and the Municipal Council (the Council) may determine the conditions for the acquisition of property.
 
142. article. The procedure of acquisition of property (1) acquisition of property in accordance with the provisions of commercial law, subject to the conditions of this law.
(2) the share capital of a capital company building regulations in addition to the given deadline, when they will be called a private corporation's members (shareholders) meeting, which will result in the acquisition of property.
(3) the increase in the share capital of the Corporation to be added to the provisions of the text of the amendment of the Statute and its private corporations statutes, which will result in the acquisition of property.

(4) the Management Board in the share capital of a capital company raising the time limit laid down in the rules shall be convened by the private corporation's members (shareholders) meeting, which will result in the acquisition of property. The meeting approved the statutes of the private corporation, elected by the executive body of the supervisory bodies, and other legal actions. Private corporations statutes approved by not less than three fourths of the members present and voting, and at the following meeting to apply this law, rules governing the Corporation's members (shareholders) the convening and conduct of the meeting.
(5) then, when private capital company members (shareholders) meeting approved the statutes of the private corporation, new participants (shareholders) entered in the register of members (shareholders).
(6) in addition to the commercial law (and article 202.261) the documents to be submitted to the commercial register Office in the case of a share capital increase, the Corporation shall also submit this law referred to in article 140 of the Cabinet or local Government Council (Council) decision.
 
Chapter IV. The attraction of private capital, article 143. Decision on private capital (1) on the basis of the proposal of the holder of the shares and the Minister's proposal, the Cabinet of Ministers issued order for private capital to the State Corporation.
(2) the Municipal Council (the Council) decides on private capital municipal corporation.
 
144. article. Private equity fundraising conditions by ordering or making a decision, the Cabinet and the Municipal Council (the Council) may determine the conditions for private capital.
 
145. article. The leverage effect on private capital (1) private capital is carried out in accordance with the provisions of commercial law, subject to the conditions of this law.
(2) the share capital of a capital company building regulations in addition to the given deadline, when they will be called a private corporation's members (shareholders) meeting, which will create a leverage effect on private capital.
(3) the increase in the share capital of the Corporation to be added to the provisions of the text of the amendment of the Statute and its private corporations Statute, the project, which will create a leverage effect on private capital.
(4) the Management Board in the share capital of a capital company raising the time limit laid down in the rules shall be convened by the private corporation's members (shareholders) meeting, which will create a leverage effect on private capital. The meeting approved the statutes of the private corporation, elected by the executive body of the supervisory bodies, and other legal actions. Private corporations statutes approved by not less than three fourths of the members present and voting, and at the following meeting to apply this law, rules governing the Corporation's members (shareholders) the convening and conduct of the meeting.
(5) then, when private capital company members (shareholders) meeting approved the statutes of the private corporation, new participants (shareholders) entered in the register of members (shareholders).
(6) in addition to the commercial law (and article 202.261) the documents to be submitted to the commercial register Office in the case of a share capital increase, the Corporation shall also submit this law referred to in article 143 of the Cabinet of Ministers order or local Government Council (Council) decision.
 
Chapter v. Convertible bonds article 146. Decision on the convertible bond issue (1) on the basis of the proposal of the holder of the shares and, where the Minister's proposal, the Cabinet of Ministers issued order for the convertible bond issue for State stock company.
(2) the Municipal Council (the Council) decides on the convertible bond issue in the municipal corporation.
 
147. article. The convertible bond issue conditions (1) by order or decision of a convertible bond issue, the Cabinet of Ministers and Municipal Council (Council) shall be determined: 1 the number of the issued bonds), single bonds at face value and total face value amount;
2) bond price;
3) bond conversion period;
4 percent of the company) undertakes to pay obligacionār.
(2) the Cabinet of Ministers and Municipal Council (the Council) may also provide other conditions for the convertible bond issue.
 
148. article. The convertible bond issue arrangements (1) Convertible Bonds issuance in accordance with the provisions of commercial law, subject to the conditions of this law.
(2) the Convertible bond issue rules approved by the shareholders.
(3) Before bond release meeting of the shareholders of the company the articles of Association amendments related to the convertible bond issue. The articles of Association determine: 1) obligacionār right to consult public documents;
2) obligacionār participation in the general meeting;
3) obligacionār this information on the statutory shareholders decisions.
(4) the action to be taken to enforce the convertible bonds released, organised by the shareholders.
 
Article 149. Increase the share capital (1) the conversion of bonds Before the expiration of the shareholders shall decide on the increase of the company's share capital by issuing shares in Exchange for convertible shares.
(2) the company's share capital increase, in addition to the provisions of the given deadline, when they will be called to the shareholders of the private meeting, which emerge through exchanging convertible bonds to shares of a company.
(3) the increase in the share capital of the company being acquired to the provisions of the text of the amendment of the Statute and the Statute of the company private.
(4) the Management Board of the Company share capital increase within in the rules shall convene a shareholders meeting that approves the private company statute, elected by the executive body of the supervisory bodies, and other legal actions. Private company statute approved by not less than three fourths of the members present and voting, and at the following meeting to apply this law, the rules governing the company's shareholders meeting.
(5) after the private shareholders ' meeting approved the private company statute, new shareholders entered in the register of shareholders.
 
Chapter VI. State or municipal corporation reorganization of a private corporation article 150. The reorganisation involved companies

(1) reorganisation proceedings may involve only by limited liability companies and joint stock companies.
(2) the process of Accession State or municipal corporation is acquiring the company but private corporation is the company being acquired.
(3) the accession of the State or municipal corporation is the company being acquired, but private corporation is acquiring the company.
(4) the process of convergence of national and municipal corporation and private corporation is the company that you want to add, but encountered a private corporation is acquiring the company.
(5) the private company as a result of the Division is the process in which a State or a municipal corporation is the company being divided and distributed to the public is the company being acquired, but private corporation is acquiring the company.
 
151. article. Decision on a reorganisation of the opening (1) on the basis of the proposal of the holder of the shares and the Minister's proposal, the Cabinet of Ministers issued an order for reorganization of State corporations, determining which private corporations can add a State Corporation.
(2) the Municipal Council (the Council) adopted a decision on the reorganization of the municipal corporation, determining which private enterprise can add to the municipal corporation.
(3) on the basis of the proposal of the holder of the shares and the Minister's proposal, the Cabinet of Ministers issued an order for reorganization of State corporations, determining that the private corporation public corporation can be added.
(4) the Municipal Council (the Council) adopted a decision on the reorganization of the municipal corporation, determining that the private corporation can add to the municipal corporation.
(5) on the basis of the proposal of the holder of the shares and the Minister's proposal, the Cabinet of Ministers issued an order for reorganization of State corporations, determining with which of the private corporation merging State Corporation.
(6) the local Government Council (the Council) adopted a decision on the reorganization of the municipal corporations in determining with which of the private corporation was merged into the municipal corporation.
(7) on the basis of the proposal of the holder of the shares and the Minister's proposal, the Cabinet of Ministers issued an order for reorganization of State firms, private setting, to which the Corporation may add National Corporation of its splitting.
(8) a Municipal Council (Council) shall take a decision on the reorganization of the municipal corporation, determining that the private corporation can add local Corporation in its splitting.
 
152. article. The reorganisation conditions, the Cabinet of Ministers and Municipal Council (the Council) may determine the conditions of reorganisation.
 
Article 153. The reorganisation procedure (1) the reorganisation takes place in accordance with the provisions of commercial law, subject to the conditions of this law.
(2) a reorganisation agreement in addition to be a period when private corporations sasaucam members (shareholders) meeting. If the State or municipal corporation is reorganized as a result of the accession, the blending or adding it to a private company as a result of the reorganization of the Division, in addition to the contract shall be the State or local Government of the capital, representatives of the holder of a private corporation and the Board of Directors of the Board (if any).
(3) the reorganization agreement, the project will add private corporations the draft amendments to the Statute and the Statute text full with amendments.
(4) the national or municipal corporation may not prepare a reorganisation prospectus.
(5) a decision provided for in the Law on State or municipal corporation's reorganisation (343) and the reorganisation of the treaty signature of the holder of the shares.
(6) State or local shareholders decision about reorganization of the Court cannot be challenged by the commercial law article 346 of the person referred to in the first subparagraph.
(7) the Board of the private corporation reorganization within the time limit set in the Treaty shall be convened by the private corporation's members (shareholders) meeting that the reorganisation will result. The meeting approved the statutes of the private corporation, elected by the executive body of the supervisory bodies, and other legal actions. Private corporations statutes approved by not less than three fourths of the members present and voting, and at the following meeting to apply this law, rules governing the Corporation's members (shareholders) the convening and conduct of the meeting. Members (shareholders) meeting indicate those members (shareholders), who voted against approval of the Statute.
(8) in addition to the documents mentioned in the commercial law to be submitted to the commercial register authority that entry on the reorganization, the Corporation shall also submit this law referred to in article 151 of the Cabinet or local Government Council (Council) decision.
 
1. Transitional provisions this law, (A) sections 2 through 4 of chapter and section B rules also govern State and local capital management incorporated companies in State and local government and private incorporated companies with State and local capital.
2. This law, the provisions of section H also regulates the sale of shares in State and local governments and private incorporated companies incorporated companies with State and local capital.
3. Until the date of entry into force of the relevant amendments to other laws, in those terms used in commercial law within the meaning of the saying according to the commercial law of the entry into force of the law of procedure laid down in article 4.
4. Six months after the entry into force of this law, the Cabinet of Ministers issued order or the Municipal Council (the Council) decides on the appointment of holders of shares according to the requirements of this law, if a State or local Government of the capital built up prior to the entry into force of this law and its holder does not comply with this law, in article 10 and 11.

5. the statutory part of the national capital transfer to requesting authorities to fulfil the function of the non-profit organisation State joint stock company "Privatization Agency" by the time the Cabinet will take a decision on the disposal of State capital to requesting institutions and non-profit organisation State joint stock company "Privatization Agency" in accordance with an order of the Cabinet of Ministers will be passed to these functions.
6. State and local capital disposal private incorporated companies passed to the privatization takes place in accordance with the law "on State and municipal property privatisation of object" and issued according to law.
7. The transitional provisions in paragraph 6 of the terms also apply to the case where a private incorporated companies with State or municipal capital is recorded in the commercial register as a corporation.
8. disposal of the shares in the privatization of the State and local Governments incorporated companies is in accordance with the law "on State and municipal property privatisation of object" and according to the law, issued pursuant to the applicable procedures of the entry into force of the provisions of the law.
9. The transitional provisions in paragraph 8 of the terms also apply to the case where a State or municipality is recorded in the commercial register incorporated companies as a corporation.
10. The Cabinet of Ministers until 2002 December 31 shall prepare and submit to Parliament amendments to the law "on State and municipal property privatization" objects that are necessary to ensure that, upon the entry into force of this law, State and local capital would not be transferred to the law "on privatization of State and municipal property privatisation" of objects.
11. If the State or a municipality or a corporation incorporated companies have built up as a result of privatization, the Corporation's capital of incorporated companies or share disposal shall take place in accordance with the law "on State and municipal property privatisation of object", pursuant to the applicable procedures of the entry into force of the provisions of the law.
12. The Cabinet of Ministers develop and until 2002 December 31, shall be published in the newspaper "Latvian journal" State and municipal corporation of a model statute.
13. With the entry into force of this law shall lapse by the law on State and local capital management companies "(Latvian Saeima and the Cabinet of Ministers rapporteur, 1996, nr. 22; 1997, no. 3, 22; 1998, no. 15, no. 1; 2001).
The law shall enter into force on 1 January 2003.
The law adopted by the Parliament in 2002 on September 26.
State v. President Vaira Vīķe-Freiberga in Riga 2002 October 16 Editorial Note: the law shall enter into force by 1 January 2003.