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Commercial Law

Original Language Title: Komerclikums

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The Saeima has adopted and the President issued the following law: commercial law commercial part A general provisions title I MERCHANT and business activities article 1. The merchant and business activities (1) the merchant is recorded in the commercial register of natural persons (sole proprietor) or company (a partnership and a corporation).
(2) the business is open economic activity, which in the name of profit-making purposes make the merchant.
(3) the economic activity is any systematic, independent activity for remuneration.
(4) the law may provide that certain types of economic activities may only be carried out by economic operators. By law the status of authorised economic operator may be granted to other persons.
2. article. The legal effect of registration If he is recorded in the commercial register, is not allowed to challenge the fact that the economic activity carried out via the commercial register, the company recorded no commercial activity.
3. article. Commercial legal framework governing commercial activities (1) Constitution, this law, civil law and other laws, as well as the Republic of Latvia of the binding rules of international law.
(2) the commercial provisions of the civil code are applicable insofar as this Act or other legislation regulating business otherwise.
(3) the provisions of this Act apply to persons who are not merchants or to economic activities that are not commercial activities, if this law or other law expressly provides.
(4) the provisions of this Act do not apply to the agricultural production and the other engaging in the physical person and the regulation of other laws, if the person who made it, not recorded in the commercial register as an individual merchant.
4. article. Commercial restrictions (1) commercial restrictions may be established only by law or on the basis of the law.
(2) the Merchant shall have the right freely to choose activities that are not prohibited by law.
(3) the law may require certain types of commercial activity that requires a permit (license) or that you can make certain types of merchants.
5. article. The status of authorised economic operator and public law public law rules that prohibit certain types of commercial activities, or provide some prerequisites such business, shall not affect the application of the provisions of this law.
Section II article 6 BUSINESS REGISTER. Commercial register carriage (1) the entry in the commercial law of merchants and commercial activity.
(2) the business registers with the law then the power led State authority (hereinafter register).
7. article. The commercial openness (1) everyone has the right to consult the records of the commercial register and the documents submitted to the authority.
(2) everyone upon submission of a written request and payment of the State fee has the right to extract from the commercial register entries, as well as the operator's registration in case an existing document or a copy of the statement. At the request of the beneficiary, or the accuracy of the statement, copies of which the commercial officer's signature and stamp, indicating the date of issue.
(3) at the request of the beneficiary under the authority of the commercial register shall issue a certificate that stated commercial register entry is not amended, or that the commercial is not done in a specific record.
8. article. Commercial register entry content (1) on the individual merchant in the commercial register of the following particulars:-r 1) firm;
2) merchant name, surname, personal code and residence;
3) registered office;
4) branch firm, if it is different from the merchant company and its legal address.
(2) For a partnership in the commercial register of the following particulars:-r 1) firm;
2) partnerships;
3) each contribution amount and komandit komandit investment amount;
4) partnerships personally responsible companion and komandit name, surname, personal code and residence, but a legal person — name, registration number and registered office;
5 the members of the partnership) in their name, surname, personal code and residence, but a legal person — name, registration number and registered office, which are specifically authorized to represent a partnership, whether they have the right to represent the partnership of individually or jointly;
6) registered office;
7) If a partnership established for a fixed period: the period for which it was established;
8) branch firm, if it is different from a partnership firm, and its legal address.
(3) on the commercial register of the following particulars:-r 1) firm;
2) Corporation;
3) Corporation of the members of the Management Board, the members of the Council (if the Corporation is created by the Council) and the auditor's name, surname, personal code, place of residence and job title;
4) one or more of the members of the Management Board entitled to represent the company alone or jointly;
5 the size of the share capital), with a separate indication of that and paid-up share capital;
6) minimum reserve size;
7) registered office;
8) If a corporation is established for a fixed period: the period for which it was established;
9) affiliate firm, if it is different from the Corporation company, and its legal address.
(4) On a foreign merchant in the commercial register of the branch to record the following information: 1) the affiliate firm, if it is different from a foreign merchant firms, and foreign merchant in the firm;
2) affiliates and foreign registered merchant location (legal address);
3) the register in which the foreign merchant is registered, and the registration number, if the merchant locations State law provides for the recording in the register of authorised economic operator;
4) foreign merchant type;
5 the foreign merchant capital), with a separate indication of that and paid-up share capital, if the foreign business person is a corporation, and this information is recorded in the register of the country in which the recorded foreign merchant.
(5) in addition to the first, second, third and fourth paragraph, the particulars referred to in the commercial register of the following particulars:-r 1 prokūrist) name, surname and personal code, as well as a reference to the kopprokūr or prokūr of the branch, if it was issued;
2) the persons name, surname, personal code, place of residence and the volume of the authority authorized to represent the Merchant (foreign merchant) in activities related to the branch;
3) news about Merchant (foreign merchant), winding up, insolvency, liquidation and reorganization;
4) news on the administrator's or liquidator's appointment, indicating the administrator (liquidator) name, surname, personal code and residence;
5) group contract, if any;
6) each entry date.
(6) commercial register record other information, if it is directly provided by law.
(7) records of the commercial register, the company granted individual registration number.
9. article. Commercial register authority documents and their storage (1) the commercial document must be submitted to the authority, the entry in the commercial register, and other legal documents, as well as legal person notarized signature specimens. The commercial register submitted to the authority of the original or a certified copy of it. Abroad issued public documents legalized in international contracts in the order, and shall be accompanied by notarized translation into Latvian language.
(2) upon amendment of the Corporation's founding documents (in the Treaty, the statutes) of the authority shall be submitted to the commercial register amendment to the text, as well as the full text of this document in the new version.
(3) the commercial document submitted to the authority of the merchant in the commercial register is stored in the file.
10. article. Entry in the commercial register (1) the entry in the commercial register is made on the application of the person concerned or a court ruling. The application form approved by the Cabinet of Ministers.
(2) a Person's signature on the application for merchant in the commercial register of notarial recording demonstration. Just stating this person capacity. A special authority to another person to sign this application but also a notary.
(3) the decision on entry in the commercial register, the refusal to make the record or the record of the suspension of an official commercial register shall adopt within three days from the date of receipt of the application. In the same period, commercial register authority takes a decision on entry in the commercial register on the basis of a court ruling.
(4) the decision on refusal of entry in the commercial register or make a record of the suspension can only be accepted if the application or the accompanying documents do not comply with the provisions of the Act. The decision must be substantiated. The decision on the entry particulars of the suspension term failures.
(5) the register of companies under the authority referred to in the third subparagraph of decision shall be forwarded to the applicant within three days from the date of the decision.
(6) the applicant shall have the right to appeal against the decision of the register of companies under the authority of the law.
(7) the entry in the commercial register shall be made on the same day, the decision for entry.
11. article. Commercial register entry (1) All advertising of the commercial register entries shall, when publishing the newspaper "journal". Also, announcing the details of the instrument of incorporation and amendments thereto, specifying the date and file number of the commercial register, in which the document is located.

(2) the commercial register entries and publication shall be submitted to the commercial register news officer within three days from the date of entry. Commercial register entries and news published on the relevant merchant's expense, if the law does not specify other publishing costs.
12. article. Commercial publicity (1) Entry in the commercial register is valid with respect to third parties with the notification day. This provision does not apply to legal actions taken, within 15 days after notification, as far as the third party proves that it did not know and could not know the news.
(2) If the information is not entered in the commercial register record or have recorded but not advertised, the person on whose behalf the message was to record, you can not use them against the third party, unless the third party knew that.
(3) If the commercial CD is recorded or declared wrong, a third party in respect of the person on whose behalf the message was to record, you can refer to the relation, unless the third party knew that the advertised messages does not match the true legal position or the commercial register your recorded messages.
(4) where the trader is sending messages, documents, or other correspondence to the commercial register recorded its legal address, it is considered that a trader these documents, messages, or other correspondence is received.
13. article. (1) the certificate of registration By the merchant in the commercial register of the recording shall be issued a certificate of registration signed by the stamp of the commercial register and the officer.
(2) a registration certificate indicating the Merchant: 1) firm;
2);
3) registration number;
4) registration;
5) registration date.
14. article. Removal from the register of companies of the authorized economic operator the operator is excluded from the register of companies on the basis of: 1 the individual economic operator);
2 the application of the liquidator of the company);
3 the administrator in insolvency proceedings);
4 commercial application of reorganisation) entry;
5) Court ruling.
15. article. (1) the State fee For entry in the commercial register regarding the duty payable, the amount of which is determined by the Cabinet of Ministers.
(2) On the commercial register excerpt and the commercial register in the case of an extract or copy of the document, as well as the issue of the certificate payable duty within the Cabinet. That country's toll may exceed the administrative costs associated with the production of the statement or copy of and issues.
16. article. Deadline for submission of news report, on the basis of which new entries to be made in the commercial register, as well as legal documents submitted to the commercial register Office within 14 days from the date of the decision.
Article 17. Operator properties (1) Merchant business letters, invoices and other documents indicate: 1) the merchant firm;
2) merchant in the commercial register registration number;
3 the legal address of the economic operator);
4) where appropriate, the particulars of that merchant is liquidation or insolvency proceedings.
(2) If a merchant opened a branch of its documents in addition to the first part of this article, the particulars referred to in points: 1) branch of the company, if it is different from the merchant in the firm;
2) registration number of the branch in the commercial register;
3 the registered office of the branch).
(3) If a corporation specified in the share capital of the properties size, mention should be made also in the size of the share capital paid.
Title III establishment and branch article 18. The company's concept (1) the company's organisational entity which uses the commercial operators.
(2) the company includes merchant owned tangible and intangible, as well as other economic benefits (values).
19. article. Trade secret (1) a trade secret is the company associated with the merchant business, technical or scientific character and the writing or otherwise fixed or not fixed the information has actual or potential financial or non-financial value that going into other people's actions can cause damage to the economic operators and for which the merchant has reasonable conservation measures of secrecy.
(2) the operator shall have an exclusive right to a trade secret.
(3) the operator shall be entitled to claim the protection of their business secrets, as well as damages resulting from the disclosure of business secrets or prettiesīg use.
20. article. The company's transition (1) If a company or an independent part over the other person's possession or use of, the company responsible for all the company acquiring all or part of the obligations under the. However, for those liabilities incurred before the company or its independent parts of a transition to another person's property or to the package and which are due or condition occurs within five years of the company's transition, company and company acquiring the traitor responsible jointly and severally.
(2) a company or an independent part of the transition in the event of a company or part of it within the claims and other rights go to the acquiring company.
(3) agreements that is contrary to the provisions of this article shall not apply to any third party.
21. article. Individual merchant company transition partnership (1) If an individual merchant company move to establish a partnership of the sole proprietor and the person in charge of all established a partnership company under the individual economic operator's liability.
(2) in the event of transfers of undertakings within the company claims and other rights with regard to debtors go to established a partnership.
(3) agreements that is contrary to the provisions of this article shall not apply to any third party.
22. article. The concept of a branch the branch is part of the company, which has some organizational autonomy and which are spatially separated from the main company location.
23. article. Recording in the commercial register of the branch (1) the opening of a branch based on the merchant application, the commercial register record.
(2) the application shall state: 1) the merchant company and registration number;
2) branches of the company, if it is different from the merchant in the firm;
3) branch office address;
4) a person authorised to represent the merchant in activities related to the affiliate, and the scope of their authorisation.
24. article. Removal from the register of companies of the branch affiliate excluded from the commercial register: 1) on the basis of the operator's application for branch closures;
2) if the operator is excluded from the commercial register.
25. article. Foreign merchant affiliate and representation (1) in respect of a foreign merchant affiliate applicable regulations insofar as this Act, except as provided for in this article.
(2) the application for a foreign merchant in the commercial register of the branch recording: 1) branch of the firm;
2 foreign merchant firms);
3) branch office address;
4) foreign merchant location (legal address);
5) branch activities;
6) register the foreign merchant is registered, and the registration number, if the merchant locations State law provides for the recording in the register of authorised economic operator;
7) the person authorized to represent the foreign merchant in activities related to the affiliate, and mandate;
8) foreign merchants.
(3) the application for a foreign merchant in the commercial register of the branch of the recording shall be accompanied by the following documents: 1) the document certifying the registration of the relevant economic operators to a foreign country, or a notarized copy, if merchant locations State law provides for the recording in the register of authorised economic operator;
2) authorisation to establish a branch when required by law;
3) merchant in the Statute, founding treaty or equivalent document notarized copy;
4) a document showing the person's authority to represent all the foreign merchants with affiliate related activities, and the scope of their authorisation.
(4) the second subparagraph of this article, the person referred to in paragraph 7, the foreign merchant or its statutory representatives submitted to the commercial register authority an application for: 1) the merchant transactions, insolvency, contest or equivalent process initiation and completion;
2) merchant, as well as the reorganization, if the foreign merchant's company;
3) the administrator's or liquidator's appointment, indicating the administrator (liquidator) name, surname, place of residence and the scope of their authorisation;
4) branches off from the register of companies.
(5) in the fourth paragraph of this article, that person shall submit to the authority of the commercial application of any changes in the composition of these persons and their empowerment.
(6) the authority of the Foreign Commercial merchant annual report, if the merchant location State law requires annual reporting to the merchant location national register.
(7) All the commercial register Office of the documentation to be submitted at the time of their notarized translation into Latvian language.
(8) foreign economic operator is entitled to open their representative offices in Latvia. Representation is not a legal entity and has no right to perform commercial activities in Latvia.
Title IV company article 26. Branded concept (1) Firm is recorded in the commercial register the merchant name, which he uses in the course of trade, closing deals and signing up.
(2) with the narrower meaning of the firms understood without reference to the expression's type.
27. article. The reference to the type of economic operators

(1) the individual merchant in the firm include the "sole proprietor" or its abbreviation "EVERY".
(2) the company includes general partnership "general partnership" or its abbreviation "PS". Komanditsabiedrīb firm includes the "komanditsabiedrīb" or its abbreviation "CSR".
(3) the public limited-liability company shall include "limited liability company" or the abbreviation "Ltd.". Shares of the company shall contain the indication "limited liability company" or the abbreviation "S".
(4) the reference to the type of economic operators located at the beginning or end of the firm.
28. article. Branded merchant firm of distinctive character (article 26, paragraph 2) clearly and definitely to be different from other commercial register already registered or applied for recording companies.
29. article. Company check (1) the Firm must not contain misleading news about the commercial circulation conditions in important, especially for the merchant or business lines or on business.
(2) the Firm must not conflict with morality.
(3) the limitations of the word "Latvia" and its translation in foreign languages for inclusion in the company is determined by the Cabinet of Ministers.
(4) if the firm is included in the administrative area or locality name, the firm may not be the same as the corresponding administrative area or locality name, except the name of the farm.
(5) the Firm must not include a State or local government bodies (authorities) names as well as the word "national" or "local".
(6) a label that is a protected trademark, an essential component of the firm may include only when written permission is received from the merchant or the person owning the mark.
(7) company-use only Latvian or Latin characters.
30. article. The inclusion of the name of the firm and the firm continued the use of (1) the individual merchant company may include the operator's first or last name. If the individual's first name or last name, he can continue to use the existing firm.
(2) a general partnership company must not include the name of the person, the name of which is not its member. Komanditsabiedrīb firm must not include the name of the person, the name of which is not its complementary. If it takes personal responsibility in the Member's name or last name (name), whose name or last name (name) included a partnership firm, a partnership can continue to use the existing firm.
(3) If the existing partnership in a new personal responsibility or any of the members personally liable members withdraws, a partnership can continue to use the current company. If a member withdraws from the partnership, whose first name, last name (name) included in the firm, the firm's current usage requires this membership, but upon his death, the heirs of the written agreement.
(4) the generation of existing establishments, the acquirer may continue to use the current company, which includes the company's previous owner's name or last name, if the current owner of the company or, in the case of the death of the owner, his heirs agrees in writing to the company for continued use.
(5) the fourth paragraph of this article, the rules applicable in the case where the company is obtained on the usage rights, lease agreements, or similar legal relations.
31. article. The company can dispose of disposal firms only together with the business.
32. article. The affiliate firm merchant branch can have its own brand, which includes merchants, affiliates of company name or a reference to its location and the word "branch".
33. article. Branded merchant whose protection right is violated, through his company prettiesīg, from the the person sustaining damage may be required to stop use of the firms, as well as to pay the trader with the use of prettiesīg damage.
PROKŪR section v and article 34 of the normal KOMERCPILNVAR. Prokūr (1) Prokūr is prokūrist komercpilnvar, which gives the right to conclude transactions on behalf of merchants and other commercial activities associated with any legal action, including all procedural acts in the course of the proceedings (proceedings, settlement, the Court ruling against URu.tml.).
(2) real property transferred, pledged or encumbered with rights in rem can prokūrist only if such rights are specifically granted.
35. article. Issue of Prokūr (1) Prokūr may be issued only to operators or his legal representative, and with a specific intention.
(2) Prokūr you can pick more than one person at a time. The prokūr (kopprokūr) basic kopprokūrist have the right to represent the merchant only jointly.
(3) Prokūrist has no right to transfer prokūr to another person.
36. article. The amount of the limits in Prokūr (1) Prokūr volume restrictions are not in effect with respect to third parties.
(2) the first subparagraph of this article, in particular rules apply to restrictions in the amount of prokūr, under which the prokūr use only: 1) with respect to certain transactions, certain types of transactions or volume;
2) in certain circumstances;
3) certain time or.
(3) the Prokūr limit for one of the more remarkable business branches (prokūr Branch) is in force in respect of third parties only if these branches are different in the commercial record companies.
37. article. Prokūrist's signature Prokūrist signature, the merchant company adding your signature and a reference to the existence of prokūr (prokūrist, p.p., per Procura).
38. article. Application expiry issue and prokūr recording in the commercial register (1) the issue of Prokūr the merchant logs on to record in the commercial register, indicating the prokūrist's name and ID number. The application shall be accompanied by a notarized signature sample prokūrist.
(2) If issued or if the prokūr in the prokūrist kopprokūr has been awarded the rights to immovable property transferred, pledged or bother with the case law, in particular the economic operators in the application for recording in the commercial register prokūr.
(3) the expiry of the Prokūr merchant log to record in the commercial register.
39. article. Prokūr expiry (1) the operator shall be entitled at any time unilaterally to revoke prokūr regardless of their legal relationship, on which prokūr was issued. Prokūr revocation does not affect prokūrist right to receive the agreed remuneration.
(2) the termination of the prokūrist Prokūr, but not with the merchant of death.
40. article. Normal komercpilnvar (1) If the merchant, without issuing a prokūr, authorizes any other person on his behalf, conclude the practice with the merchant business made certain related transactions or to conclude with the merchant made business-related transactions, the individual mandate (normally komercpilnvar) applies to all legal actions, which are often focused on such business or closure of such business.
(2) Komercpilnvarniek may be immovable property transferred, pledged or bother with the case law, to take the Bill of exchange liability, take loans, or to represent the Merchant Court only if such rights are specifically granted.
(3) any other authorisation granted to the komercpilnvarniek limit is in force in respect of the third party only if it is known or should have known about such restrictions.
Article 41. Representative authorized to transact business (1) article 40 of this law, the rules applicable to those komercpilnvarniek who is a dealer or as a merchant's employees entrusted with the principal's name to do business outside of the company.
(2) the first paragraph of this article of the mandate issued to komercpilnvarniek does not give them the right to modify the transactions concluded.
(3) the first paragraph of this article: 1 the komercpilnvarniek) can receive payments if they then have the power;
2) shall be considered authorized to accept notices of deficiencies of the goods on delivery and other similar statements by which a third person used or retained their rights due to non-fulfilment, as well as the proper use of the rights belonging to the principal on the securing of evidence.
Article 42. The operator's staff for the sale of goods or the provision of services in place of the operator's employees are employed in the sale of goods or services, shall be considered authorized for the sale of goods or the provision of services and other related legal actions, what is usually done in this place.
43. article. Komercpilnvarniek's signature Komercpilnvarniek signature, adding a merchant firm padding, which points to a mandate. Komercpilnvarniek may not be your signature Add ons, which could lead to a false idea about prokūr.
44. article. Komercpilnvarojum reassignment of Komercpilnvarniek can be assigned to the authority to be transferred to another person only if he has definitely granted rights.
Section VI of article 45 DEALERS. The concept of Conversion is the conversion of merchant who authorized the other person (the principal) name and right constantly to do business with third parties or to prepare it.
Article 46. Dealer Agreement form contract Officer in writing those.
47. article. Officer responsibilities

(1) Dealers subject to the principal's interests, obtain the deals or their conclusion.
(2) the Officer shall provide to the principal all necessary information and documents. Dealers in particular is obliged to immediately notify the principal for each transaction or its conclusion.
(3) the Officer performs his duties with the diligence of a large merchant, subject to reasonable instructions of the principal.
(4) agreements which are contrary to the provisions of this article shall not apply.
48. article. The principal's obligations (1) the principal shall transfer dealers documents (drawings, samples, price lists, advertising prospectus, business regulations, etc.) that are required for the performance of his duties.
(2) the principal is especially obliged to immediately notify dealers of: 1) their consent to the conclusion of the transaction, which prepared a dealer, or a waiver of the conclusion of the transaction;
2 the failure of the transaction) that entered into, or the conclusion of which prepared by dealers;
3 a significant volume of business), if the principal provides such a decline compared with the amount for which the traders can normally rely on.
(3) agreements that is contrary to the provisions of this article shall not apply.
49. article. The conversion of rewards (1) if the compensation is not agreed, the dealers are entitled to remuneration, any particular area usually pay for the same or similar deals or their conclusion. If such standards are not, dealers are entitled to reasonable compensation, to be determined in the light of all the relevant circumstances relating to the transaction.
(2) the remuneration to be paid to the Dealer or a part of it, which, according to the number of transactions or a value range, is the provision.
(3) in relation to the dealer's remuneration 50. — 52 of this law, the provisions of the article apply to the extent that the consideration is paid in full or in part, in the form of the provision.
50. article. Commercial rights to provision (1) dealers have the right to the provision of the deal, concluded a dealer agreement is in force, if this transaction is concluded as a result of his action or to the person whose dealer before attracted as a client on the same type of business.
(2) if the officer is entrusted to operate in a particular area or with a particular customer base, he has the right to the provision of the deal that the conversion of the period of validity of the contract without his participation with the customer who owns this area or customer base.
(3) on the deal, concluded after the termination of the dealer, the dealer is entitled to provision only if: 1) the transaction is concluded, mainly thanks to the operation, which he made for the conversion of the period of validity of the contract, and that the transaction is concluded within a reasonable period of time after the termination of the dealer;
2) before the termination of the dealer or the dealer principal received a proposal from a third party to the transaction for which the officer is entitled to in accordance with the provisions of this article, the first or second part.
(4) Dealer shall not be entitled to the provisions of this article in accordance with the first or second subparagraph, if in accordance with the provisions of the third paragraph of the previous dealers arrive, except where special circumstances justify the provision of a fair split between both of these dealers.
51. article. Provision of payment date of accession (1) dealers have the right to the provision, as soon as and to the extent that the principal has complied with the deal. The parties may agree on different rules, but at the moment, when the principal has completed the transaction, traders have the right to appropriate the advance to be paid not later than the last day of the following month. Regardless of such agreement dealers is right on the provision, as soon as and to the extent that the third party has executed the transaction.
(2) If the principal has complied with the deal, but it is clear that a third party will not execute transactions, commercial rights to provision ceases. In this case, the dealers have an obligation to give back the amount already received.
(3) the Officer is entitled to provision, even if it is clear that the principal is not fully or partially completed transactions or transaction has not fulfilled as it was concluded. The right to the provision of commercial transaction terminated in the event of non-compliance only if and to the extent that such failure is caused by circumstances independent of the principal.
(4) the Provision shall be paid not later than the last day of the month in which, in accordance with article 52 of this law the provisions of the first subparagraph must calculate the principal traders due to the provision.
(5) the agreement, contrary to the second paragraph of this article, the first sentence, as well as the third and fourth part, if it impairs the conversion state is not valid.
52. article. Calculation of provisions (1) the principal has a duty to calculate the conversion of every month due to the provision. Calculation period can be extended up to a maximum of three months. The calculation is to be made immediately, but not later than one month after the end of the calculation period.
(2) when the conversion calculation, may require an accounting statement of all transactions for which he has the right to the provision. Dealers are also entitled to request the information, which is essential for the right to provision of its maturity and the calculation of the provision.
(3) if the officer has refused to issue accounting statement or if reasonable doubts as to the calculation or accounting statement correctness or completeness, he may request that the principal of your choice either for himself or his designated officer has sworn auditor allows you to become familiar with accounting and other documents, insofar as it is necessary to clarify the calculation or accounting statement correctness or completeness.
(4) the agreement that cancels or referred to in this article shall limit the right of dealers, not force.
53. article. Delkreder (1) dealers who takes the head of a third party (the other side of the transaction), are entitled to special consideration (delkreder). The agreement, which abolished this right for a further time, not force.
(2) the first paragraph of this article guarantee may relate only to a particular transaction or transactions with such third parties, which the dealer has concluded or where the conclusion of his making. Guarantee contract concluded in writing.
(3) the Commercial rights to the delkreder arising with the moment of conclusion of the transaction.
54. article. Reimbursement of Dealers may require with your business-related expenses only when it is usually accepted in commercial circulation.
55. article. The limitation of the contract, the conversion of claims to lapse within four years from the end of the calendar year in which they are incurred.
Article 56. Liens (1) of the agreement on the further conversion of time waiving legal Lien is not valid.
(2) After the expiry of the commercial traders can hold in his possession documents transferred only in respect of the provision to be paid to him (rewards) or with a business related expenses.
57. article. The conversion of contract notice (1) If a commercial contract concluded for an indefinite period, each party may terminate the contract, commercial contract, subject to the following notice period: 1) one month, if the contract is cancelled by the dealer in the first year of its validity;
2) two months if the contract is cancelled by the dealer in the second year of its validity;
3) three months if the contract is cancelled by the dealer in the third year of its validity;
4) four months if the contract is cancelled by the dealer in the fourth and subsequent years of its validity.
(2) the agreement on shorter notice period are not valid. If a longer notice period agreed in principal the prescribed cooling-off period may not be less than dealers specified notice period.
(3) If not agreed otherwise, the notice period shall be considered the end of the calendar month.
(4) the conclusion of fixed-term contracts, which traders after expiry of the contracted period is mutually continue, considered closed for an indefinite period. In determining the length of the notice period under the first and second part of valid contractual relationships overall.
58. article. Immediate notice (1) both parties may at any time terminate the contract, traders do not follow a particular notice period unless they have a compelling reason. Agreed, revoking or limiting such cooling-off rights.
(2) If the contract of the immediate conversion of notice caused by such action, on which the other party is responsible, it has an obligation to pay damages arising from the termination of the contract.
Article 59. Right to alignment (1) Dealers after the termination of the officer may require the proper alignment of the principal, if and to the extent: 1) even after the conversion of the principal contract termination benefit substantially from the transaction, the relationship with new customers, which attracted traders;

2) traders due to the conversion of ending the contract loses the right to the provision or reward, he would of already concluded or to be concluded in future dealings with his customers, if linked to the conversion of the contractual relationship to continue;
3) alignment, having regard to all the circumstances, is by right of the principal to be expected.
(2) with the new customer link in the first paragraph of this article 1 and 2 of the meaning of saying the deal for a significant increase in the volume of the traders already attached to the client that in economic terms, meeting new clients.
(3) the amount of the Alignment can not be greater than the average annual provision or other annual average remuneration calculated for the last five years of operation of the traders. If the conversion of the contractual relationship existed for a shorter time period, average annual provision or otherwise average remuneration calculated on this shorter period.
(4) Dealer shall not be entitled to require the alignment if: 1 he praised the conversion of contract) except where the principal action has given good reasons for resignation or traders cannot continue their activities in old age or sickness;
2) principal counterpart the important contract dealers reason based on traders blame been action;
3 to the principal and the officer) agreement, the commercial contract for the commercial space in the third person. Such an agreement cannot be concluded before the expiry of a contract officer.
(5) the agreement by which the traders to further waive the rights in this article require alignment, not force. Setting off the claim to lapse within one year after the termination of the dealer.
60. article. The conversion of the obligation to keep secrets even after dealers dealers contract termination shall be prohibited to use or to disclose to third parties business secrets entrusted to him or become known in connection with his operation of the principal.
61. article. Restriction of competition (1) of the agreement is limited to the professional activities of traders after expiry of the contract officer (restrictive), lockable in writing.
(2) restriction of competition can relate only to the dealers or the area customer base and limited to their scope, in which he provided about the deals or their conclusion. Restriction of competition shall not be longer than two years after the termination of the dealer.
(3) the principal's obligation to pay the appropriate remuneration for the dealers competitive constraint.
(4) Before the expiration of the contract of the principal officer may, at any time, in writing, waive the restrictions of competition. In this case the principal's obligation to pay referred to in the third subparagraph the compensation shall expire after six months from the notification of the refusal. If the principal praised the important contract dealers reason, based on the conversion of a sound played, traders will lose their right to remuneration.
(5) If a commercial contract dealers praised the important reason, which was blamed by the principal action, traders may in writing waive the restrictions of competition within one month after notice of a contract officer.
(6) an agreement contrary to the provisions of this article, if it impairs the conversion state is not valid.
62. article. The mandate of the border officer (1) article 41 of this law, the rules applicable to those dealers that Transact Business authorized by the principal, which is not a business person.
(2) the conversion even if he is not authorized to transact business, be deemed authorized to accept notices of deficiencies of the goods on delivery and other similar statements by which a third person used or retained their rights due to the improper performance of obligations, as well as the use of the rights belonging to the principal on the securing of evidence.
(3) referred to in the first paragraph of the conversion law limits are in force for the third party only if it knew or had to know about such restrictions.
Article 63. Lack of authorization (1) if the officer, who is authorized only to prepare the conclusion of transactions, conclude transactions on behalf of the principal and the third party does not know that traders are not authorized, it is considered that the principal transaction is approved, if after the conversion of the principal or a third party he announced the conclusion of the transaction and its contents, are not immediately rejected this deal.
(2) the first paragraph of this article shall apply also to cases when traders who authorized to do business in the name of the principal conclusion of transactions, which he is not authorised to close.
Section VII broker article 64. Agent concept (1) broker is the merchant who deals with mediation deals other people, without being permanently associated with the contractual relations to such persons.
(2) the provisions of this chapter do not apply to persons who make stock transactions.
Article 65. The deal the final text of the legislation (1) broker is obligated by the conclusion of the transaction immediately to submit each transaction a party certified Business Brokers Act in the final text, in which the particulars of the parties to the transaction, the subject of the transaction and the transaction rules, unless the parties to the transaction is not exempted brokers from this obligation.
(2) transactions, which are not enforceable immediately, the final text of the Act shall be submitted to the parties for signing the deal and each of the parties to the transaction must be submitted to the other hand signed the deal.
(3) if the deal one of the parties refuses to accept or sign a transaction, the definitive text of the law, the broker has a duty to notify without delay to the other party.
66. article. The specified task (1) If one of the parties to the transaction shall adopt the final text of a deal that the broker reserves the right to specify the transaction later on the other side, it is about business relationships with REALTORS later specified the other side of the transaction, unless it is not reasonable objections raised.
(2) the broker has a duty to specify the transaction the other party within the time limit set for him, but if one is not specified, the appropriate term.
(3) if the broker in the second part of this article within the time limit set in point of the other party in the transaction, or against the other party to the transaction may impose reasonable objection, the transactions in the first party is entitled to require that the broker executing the transaction. This right is lost if the request transaction by the agent first party did not immediately announce whether it will take to execute a transaction broker.
Article 67. Sample storage (1) If the goods are sold through brokers with a form that passed the broker, he must store these samples until the item is accepted without objections on its characteristics or the transaction is settled in a different way. The sample is denoted by the symbol.
(2) the broker has no obligation to store sample, if customs, taking into account the nature of the goods concerned or the parties to the transaction frees him from this obligation.
68. article. The performance received a broker shall not be deemed to be mandated to receive payments or any other with him sealed the deal for specific performances.
Article 69. The liability of brokers broker response to each of the parties to the transaction for losses due to his fault.
70. article. Broker compensation (1) the right to remuneration in the event of brokers with the moment of conclusion of the transaction.
(2) If the parties to the transaction have agreed which of them is the obligation to pay remuneration to its agent that the consideration is paid in equal parts.
71. article. Reimbursement broker may require the reimbursement of the expenditure incurred to him only where such rights are certainly tacitly.
72. article. Transaction log (1) broker is obliged to keep a transaction log and every day to record all transactions concluded by indicating this law, article 65 of the report referred to in the first subparagraph. The broker made entries in chronological order, and each day it is signed.
(2) entries in the transaction log should be complete, accurate, timely and understandable manner, systematically arranged.
(3) If the records in the transaction log are correct, you should see the original content and each amendment must be specified and approved by signature. Corrections must not be done in such a way that it is not clear when or why they were made.
(4) the transaction log can lead in electronic form if the transaction accounting procedures conform to the proper conduct of the accounting rules and the first, second and third part. in this case, the data must be provided to a third person the image legible type and, if necessary, their statement.
(5) the transaction log is stored in the archives of the broker for five years after the end of the calendar year in which the last entry made. These provisions apply accordingly, if the transaction log is kept in electronic form.
73. article. Extracts from the transaction log (1) broker is obliged at any time at the request of any party to the transaction with his signature issue of certified extracts from the transaction log, which contains all the transaction log record particulars of business, this person right with brokers.
(2) the Court may require the transaction log reporting.
(B) Economic Operators Section Viii

Sole proprietor article 74. Sole proprietor of the individual economic operator is a natural person, which, as he recorded in the commercial.
75. article. The individual economic operator registration (1) natural person pursuing an economic activity, are obliged to sign up for myself to record the individual merchant in the commercial register as if the annual turnover of the business activities carried out more than 200 000 lats or its economic activity, meet at least two of the following characteristics: 1) annual turnover from these activities exceeds 20 000 lats;
2) so his business is designed to perform a permanent supply of services or the sale of goods;
3) his business while employed more than five employees.
(2) a natural person may lodge themselves in the commercial register as a merchant to burn, even if does not exist under the first paragraph of this article.
(3) the Foundation of the individual merchant in the commercial register is to record an individual's application to the commercial register Office. The application shall state: 1) the individual's name, surname, personal code and residence;
2 individual merchant firms);
3) individual's legal address;
4) business lines.
76. article. Individual rights of use for the merchant company and responsibility (1) a sole proprietor using your firm may conclude transactions relating to commercial activities, as well as the plaintiff and the defendant will be in court.
(2) a sole proprietor for its obligations with all its property.
(3) claims on the individual merchant arising from its commercial activities, to lapse within three years after its removal from the register, if the claim is not subject to the shorter limitation period.
(4) If an individual merchant obligations or conditions due to timed out after the individual merchant in the commercial register, the defeat of the creditor's claim for the limitation period shall start with the discharge or conditional statement in a moment.
Title IX of the GENERAL PARTNERSHIP Chapter 1 General provisions article 77. The concept of general partnership (1) a general partnership is a partnership, the purpose of which is the business through a joint company, and on public contracts, without prejudice to its responsibility towards the general partnership of vendors, joined together by two or more persons (members).
(2) the general partnership (later in this section: Community) applicable to the civil law rules on public contracts in so far as this section does not provide otherwise.
78. article. Application for entry in the commercial register (1) an application for entry in the commercial register of the company: 1) of each of the society's name, surname, personal code and residence, but a legal person, the name, registration number and registered office;
2) company;
3) companies;
4 the address of the company);
5) business lines.
(2) the company's registered office shall be deemed to be the address of the place in which the public management (public seat). Legal address change piesakām to record in the commercial register.
(3) recording of the piesakām company in the commercial exchange, as well as the new members joining the society.
(4) in the first, second and third subparagraphs above application is obliged to sign the all society members.
(5) to be submitted to the commercial register of members of the public in the signatures notarized, which has the right to represent the company.
2. Chapter members, the relationship between article 79. Public contract members of the public relations society of the question according to the rules of the Treaty. In the absence of such rules, the law applicable 80. — the provisions of article 88.
80. article. Costs and damages (1) If a member of the public, public affairs, at its own expense the necessary expenses shall be borne by or suffers a loss resulting directly from the public filing or risk associated with it, the company is obliged to pay him the expenses and losses.
(2) Pay the expenses and losses, the company is also obliged to pay legal interest calculated from the first paragraph of this article, and loss prevention.
81. article. Society's obligation to pay interest (1) If a member of the public has not been lodged within a certain time your cash investment or money collected at a specific time is not transferred the company's coffers, or arbitrarily picked up money from the public Treasury, he has a legal obligation to pay interest from the date on which the contribution was made, or return the money or when money was arbitrarily taken.
(2) interest payment will not exempt the society from the obligation to pay damages.
Article 82. The prohibition of competition (1) a member of the public without the consent of the other members not to close the transaction of public business sector, or be personally responsible member in another partnership, which performs the same business.
(2) the consent referred to in the first paragraph in the presence of another partnership is deemed given when establishing a company, the other members have had some such participation in another partnership, and they are not necessarily opposed to it.
(3) If a member of the public in violation of this article the provisions of the first subparagraph, the public has the right to seek damages or the recognition of transactions concluded on behalf of the public, and income or claims to their transfer to the public. Such action shall rest society.
(4) in the third subparagraph of the said claims the lapse of three months from the day when the rest of society members learned about the violation of the prohibition of competition, but not later than five years from the date of the offence.
83. article. Public records (1) All members of the public have the right and the duty to participate in public records.
(2) where, in accordance with the agreement of the public records are assigned to one or more members of the public society members (registrars), the other members of the public shall not take part in the proceedings.
(3) If the public records entrusted all or more members, each of them has the right to act unilaterally. Action alone is not allowed if another clerk oppose it.
(4) if the contract provides that the members who are entrusted to public records, may act only jointly, each transaction requires the consent of all the registrars, unless there is a risk of delay.
84. article. Filing mandate (1) public records of the amount of the authorization shall include any action related to the business of the public generally.
(2) the action which is beyond the company's commercial activities carried out, usually requires the consent of all members of society.
(3) Prokūr may be issued only with the consent of all the company's registrars, unless there is a risk of delay. Prokūr can undo any public clerk.
85. article. Filing mandate withdrawal (1) a member of the Public filing mandate, based on the requirements of the other members, you can take away with a court order, if you have a compelling reason.
(2) For important reasons, especially considered rude violation of duties, as well as the ability to perform properly in the public records.
86. article. Membership control rights (1) each Member of the company may, at any time, to make sure the company's Affairs, a look at the company's accounting and other documents, as well as making yourself an overview of the situation of public property, the balance sheet and the annual report.
(2) agreements that is contrary to the first paragraph of this article, the rules in force.
87. article. (1) the decision of the decision requires the consent of all the company's registrars.
(2) if the contract provides that the decision must be taken by majority vote, then in case of doubt, the most determined by the number of members of the public.
88. article. Profit and loss (1) profits and losses are determined at the end of the year, based on the company's annual report, approved by the members of the public.
(2) the company's profits and losses are distributed to members in proportion to their investment (capital) companies. Each Member of the company calculated profit added his investment (capital) part, while in the case of damage, his investment (equity) share reduced by the estimated losses.
(3) If a member of the public to the distribution of profit is not paid his contributions he had paid in accordance with the company's contract, it is withheld from a member of the entire profit.
(4) members of the public may make their profit on the cost, if it does not harm the company and his investment (capital) is not impaired.
3. Chapter society for relations with third parties article 89. The existence of the company in relation to third parties (1) the company is present with respect to third parties with the moment, when it recorded in the commercial register.
(2) where the company has its business before its entry in the commercial register, the company shall be deemed to be existing at the time of conclusion of the transaction.
(3) the agreement that the company shall be deemed to be existing with a later moment, not in effect with respect to third parties.
Article 90. Public legal

(1) the company shall, through their company, rights and commitments to acquire property and other rights in rem, as well as be the plaintiff and the defendant in court.
(2) the recovery of public assets can work only after a court ruling in a case in which the defendant company.
91. article. Public representation (1) each Member of the public has the right to represent the company in relations with third parties, unless the company's contract, he is not excluded from the representation.
(2) the agreement may provide that all or several members of the public are entitled to represent the company jointly (koppārstāvīb) only. These members from among the Member may empower one or more members enter into certain transactions or certain kinds of transactions. Third parties will be considered as expressed in relation to the public if it at least one of its members, who are entitled to represent the company.
(3) the public contract may provide that members of the public are entitled to represent the company jointly with prokūrist only. In this case, the applicable part two of this article, the second and third sentence.
(4) the society off from the representative, koppārstāvīb determination in accordance with the second and third parts of the rules, as well as any changes in the representation of members of the public mandate to record in the commercial register piesakām. These applications are obliged to sign the all society members.
92. article. The amount of representation (1) representation of members of society cover all transactions and other legal activities, including the disposal of immovable property and expanding with rights as well as the issuance and revocation of prokūr.
(2) the Representation of the amount of restrictions are not in effect with respect to third parties.
(3) the second paragraph of this article, in particular rules apply to the representation of the amount of restrictions under which the representation to be made: 1) in respect of certain transactions or certain kinds of transactions;
2) in certain circumstances;
3) for a fixed period or.
(4) the Koppārstāvīb, if it is in the commercial, is not considered to be a representation of the volume limit.
(5) the limit of representation for one of more of the company's affiliates (affiliates representation) is in force in respect of third parties only if these branches is different in the commercial record company.
93. article. Representation of liberty (1) the representation of the members of the Society, based on the requirements of the other members, you can take away with a court order, if you have a compelling reason.
(2) For important reasons, especially considered rude violation of duties, as well as the ability to perform properly representing the company.
94. article. Society members ' personal liability (1) the members of the Public about how the obligations of the debtor in bankruptcy, personal reply to all of your belongings.
(2) agreements that is contrary to the first paragraph of this article, the rules in force with regard to third parties.
Article 95. Members of the public to challenge (1) If a member of the public brought an action for the fulfilment of the obligations of the public, he shall bring with him a person unrelated to the reservation only to the extent that they could build the company.
(2) the society may refuse to satisfy the creditor's claim, as long as: 1) the public has the right to challenge the transaction, which is the company's commitment;
2) a creditor may satisfy their claims by offsetting in respect of enforceable public claims.
(3) on the basis of, having been convicted by a court ruling in a case in which the defendant is the only company that should not bring recovery to the society's property.
Article 96. New society responsibility (1) a member of the public who stand in the existing society, the answer to the rest of the members of the public under this law, 94 and 95 are also the provisions of article about the company's obligations incurred prior to his joining the society.
(2) agreements that is contrary to the first paragraph of this article, the rules in force with regard to third parties.
Chapter 4 of the public and members of the public withdrawal of article 97. Society and society's withdrawal (1) the company shall terminate: 1) the expiry of the period for which it was established;
2) society;
3) the opening of bankruptcy proceedings;
4) with the Court ruling.
(2) if the contract provides otherwise, the society's withdrawal basis are: 1) the death of the Member of the public;
2) society recognition of the bankrupt;
3) society's notice;
4) society off;
5) other companies mentioned in the contract.
98. article. The company ended with a court order (1) To determine the time of a company before the expiry of a certain period, as well as for an indefinite period, a company may be based on one of the members of the society, may be terminated by a court order, if you have a compelling reason.
(2) important reason is especially if other members of the public with the evil intent or gross negligence, making him the company's contract in violation of the substantive obligations imposed on such duties or becomes impossible.
(3) agreements that repeal or limit the right to request the termination of the company, not force.
Article 99. Members of the public notice (1) If a company established for an indeterminate period of time, a member of the public has the right to withdraw from the public, with the launch of a public contract not later than six months before the end of the reporting year.
(2) the final settlement between the company and the members having withdrawn valid public property condition referred to in the first subparagraph at the end of the accounting year.
100. article. For an indeterminate period of time established for the company, the company established for an indeterminate period of time, 98 and 99 of this law. in the meaning of article also be society that: 1) established for a period of up to one of the society's life;
2 the expiry time on) it is established, the silence continues.
101. article. Society off based on his claims of creditors If the creditor members of the public during six months fails to satisfy his claim, turns to society's drive for membership, they shall have the right to take legal action for society's exclusion from society and satisfaction of the creditor's claim, the amounts which would have been payable to the Member of the public, if at the time of bringing the company to be dissolved.
Article 102. Members of the public on the basis of the exclusion of the rest of society claim (1) in cases where members of the public under this law, the provisions of article 98 is having the right to bring an action for termination of the company, they may instead require the exclusion of members of the public.
(2) the final settlement between the company and the members off valid state of public goods under the first paragraph of this article, at the time the claim is brought.
Article 103. The public company's transition to the other Member of the society if the society has two members and one of them withdraws in accordance with this law, 101, and 102 99. Article, terminate without liquidation and the company over the other members of the public which has the obligation to sign up for myself to record the individual merchant in the commercial register as, respectively, applying the company banned from the commercial register.
Article 104. Joining the community of heirs (1) members of the public in the event of the death of his heir has the right to become a member of the public, as determined by the company's agreement or the consent of all members of society.
(2) if the contract provides that the members of the society may become just one of the heirs, but that person or its designation is not set, a member of the society may appoint that person to the will.
(3) If the members of the general public with the consent of the heir or heirs are assigned a status of komandit considered that the company is transformed into a komanditsabiedrīb, the log for recording in the commercial register. Heir acquires rights to the profit of the deceased member of the public. The public contract may determine the heir of the entire profit reduction, if the deceased member of the public for profit under the company's contract was increased, on account of his activity or increased responsibility.
(4) if the heir does not want or can not become a member of the public or to disagree with the other members of the public, heir to part of their heritage have the right to be what should the deceased member of the public (the testator) to final settlement, should the company be dissolved at the time of the opening of succession.
(5) the heir may submit an application for membership of the society the society within three months after the opening of the succession.
(6) in the case where the heirs, who joined the company, or the company terminates retires, or when he granted the status of this article komandit in the fifth subparagraph, the time limits laid down in the General heir responsible for company's obligations incurred before his withdrawal, termination or granting him the status of komandit.
Article 105. Application expiry of the public and members of the public withdrawal to record in the commercial register

(1) termination of the public piesakām to record in the commercial register. This application is the duty of all members of the public to sign.
(2) If a company ends with the commencement of bankruptcy proceedings, the company ended a record in the commercial register on the basis of a court ruling.
(3) the application for withdrawal by a member of the public commercial register applicable recording the first part. Society's exclusion from the register in the public record to the Court ruling.
(4) if the company's termination or withdrawal of a member of the public is society's death, the company's termination or withdrawal of members of the public to record in the commercial register is obliged to sign the rest of the members of the public.
5. The winding up of the company article 106. The public's need for company liquidation termination occurs in the winding up of the company, unless otherwise specified in the contract of the public in the form of the final settlement or the company declared insolvent.
Article 107. Burning commercial liquidators (1) liquidators shall record in the commercial register piesakām. This application is the duty of all members of the public to sign. Like the commercial register piesakām to record any changes in the composition of the liquidator or of his representative.
(2) members of the Public in the event of the death of the first part of the application referred to in the rest of the company's signature.
(3) the authority shall be submitted to the commercial register notarized signature of liquidator of the company.
Article 108. Number of liquidators (1) If several liquidators winding up, they have the right to carry out activities related to liquidation jointly, only if it is determined that the liquidator may carry out these activities separately. Such provision for recording in the commercial piesakām.
(2) the liquidators from among may empower one or more liquidators to enter into certain transactions or certain kinds of transactions. Third parties will be considered as expressed in relation to the public if it at least one liquidator.
109. article. Restrictions on the powers of the liquidator in the ineffectiveness of the powers of the liquidator restrictions are not in effect with respect to third parties.
110. article. Members of the public instruction liquidators are obliged to comply with those instructions from the management of the company unanimously adopted by members of the public.
111. article. Signature signature of liquidator liquidators, public company by adding your signature, and an indication of the company's liquidation.
112. article. The public distribution of assets (1) after the debt settlement company's remaining assets distributed among the company's liquidators members according to the company's closing down their balance sheet investment (capital).
(2) money that is not needed in the course of liquidation, are distributed among the members of a society conditioned. The necessary means to cover their liabilities, due or not timed, and contentious relationship, as well as their amount, which belongs to the members of the public to the final settlement, are subjected.
(3) If on the Division of property between members of the public in the event of a dispute, the liquidators are obliged to defer the distribution until the resolution of the dispute.
Article 113. Other types of public settlement If members agreed on the final settlement of a different kind, with respect to third parties, in so far as there are not yet divided into public property, the applicable provisions of this chapter.
114. article. Members of the public legal relations To liquidated the company to complete the relations between the members and the company's relationship with the third parties in this section apply to the second and third, in so far as the provisions of chapter this chapter or from winding up in the objective does not seem different.
115. article. Application for removal from the register of companies of the public (1) on completion of the liquidation, the liquidator of the company all is obliged to sign up for the public's exclusion from the register of companies.
(2) the public accounts and other documents shall be deposited in one of the society's members or any third party.
(3) members of the public and their heirs to retain the right to look into the company's accounting and other documents, as well as to use them.
Chapter 6 the limitation and limitation of liability article 116. Claims on society (1) of the obligations of the resulting claims against members of the public to lapse within three years after the expiry of the public if the claim against the company not subject to the shorter limitation period.
(2) the limitation period starts with the day of the expiry of the public record of the commercial register.
(3) if the company's fulfilment of the condition or timed out after the expiry of the public commercial register, recording the creditor's claim for the limitation period shall start with the discharge or conditional statement in a moment.
(4) the limitation period for issuing a break society is also valid for the community members who participated in the expiry time.
Article 117. The society responsibility, who dropped out of society if the Member leaves the company, he says, only about the company's obligations incurred before his withdrawal and a due date or condition occurs before his withdrawal, or within five years after the withdrawal, after the society's withdrawal is in the commercial.
Title x of article 118 KOMANDITSABIEDRĪB. The concept of Komanditsabiedrīb (1) Komanditsabiedrīb is a partnership (hereinafter the framework of this section, a company), the purpose of which is the business through a joint company, and where the contractual basis of society joined together two or more persons (members) if at least one member of the public (komandit) liability in respect of the company is limited to the amount of his contribution, but the rest of the personal responsibility of members of the public (complementary) responsibility is not limited.
(2) Komanditsabiedrīb are subject to this law, the provisions of the general partnership, if otherwise provided in this title.
119. article. Application for entry in the commercial register (1) an application for entry in the commercial register of the company in addition article 78 of this law referred to in the first subparagraph of point 1 of each: komandit) name, surname, personal code and residence, but a legal person, the name, registration number and registered office;
2) and contribution contribution totals. komandit
(2) the provisions of this article shall apply accordingly to the case when there is a pre-existing komandit society or withdraw from it.
120. article. Members of the public relations society of the Treaty does not provide otherwise, the society of mutual relations apply this law article 121-125.
121. article. Public records (1) do not have the right to participate in Komandit public records.
(2) no right to Komandit opposes complementary action, except when this action exceeded the public usually perform commercial activities for the frame.
122. article. The prohibition of competition in respect of this law do not apply komandit article 82 of the rules, except where the company's contract granted him the right to make public the proceedings or is otherwise a material effect on the company's management.
123. article. The right to control (1) is entitled Komandit at any time to request a written report about the State of public property and verify its correctness, looks into the company's accounting and other documents.
(2) on the basis of the relevant requirements, komandit Court can be izprasī from the company's written report on the State of public assets (balance sheet and a copy of the annual report), as well as the public accounts and other documents, if you have a compelling reason.
124. article. Profit and loss (1) in respect of this law applicable to komandit 88. first, the second and third parts.
(2) the company's profit margin, due to her plus komandit capital part until it reaches a certain amount of the contribution.
(3) participate in a loss only Komandit your capital and your contribution has not yet been made.
125. article. The cost of a share in profits (1) Komandit may require him to profit due to cost, except when his capital in respect of a certain amount of the investment has declined as a result of loss or reduced his profit due to costs.
(2) shall not be obliged to give up Komandit he paid profit due to the subsequent loss of society.
Article 126. Representation of the public has no right to represent Komandit public relations with third parties.
Article 127. Komandit responsibility of public creditors Komandit answer about his investment to investment. Such liability is excluded when the contribution is made.
128. article. The amount of liability Komandit (1) after the recording of the public commercial register the amount of liability komandit in respect of the company would be under commercial register recorded his contribution amount.

(2) members of the public agreement, under which investment komandit is released from committing the offence, or the investment is delayed, not apply to vendors.
(3) in so far as the contribution is komandit he repaid it in respect of the company being considered do not. This rule is valid even if the profit is paid to komandit part time as his investment (equity) share in relation to the amount of the investment has declined as a result of the injury or the extent of his investments (equity) share in relation to the specific amount of the investment has declined, the cost of a share in profits.
129. article. Komandit responsibility since the beginning of the partnership (1) If the existing partnership in komandit he according to this law, 127. provisions of article 128 and is responsible for the obligations of them incurred before his accession.
(2) agreements that is contrary to the first paragraph of this article, the rules in force with regard to third parties.
130. article. Contribution to the reduction of the contribution reductions Komandit as long as it is not recorded in the commercial register, shall not apply to the creditors. Komandit contribution reduction does not apply to the creditor whose claim arose before the reduction of the investment in the commercial recording.
131. article. Application for amendment of the recording of the investment in the commercial register the increase or decrease of the investment piesakām for recording in the commercial register. This application is the duty of all members of the public to sign.
132. article. Responsibility before society Komandit recording in the commercial register (1) where the company has launched its business before its entry in the commercial register, each of who agreed the deal komandit launching response as complementary of public obligations incurred prior to the recording of the public commercial register, except in the case when the creditor was aware of his participation in society as komandit.
(2) If there is an existing partnership komandit, first subparagraph, of this article, the rules applicable to the public obligations incurred during the time between his accession and his recording of the commercial register as komandit.
133. article. Komandit death death of Komandit membership society continues his heirs, if the contract provides otherwise.
Section XI Corporation Chapter 1 General issues article 134. The concept of a capital company (1) a Corporation (referred to in this section-the company) is a company whose capital consists of equity shares (referred to in this section — part) the nominal value of the total amount.
(2) a corporation is a company with limited liability or joint stock company.
(3) the limited liability company is closed to the public, part of which is not publicly traded.
(4) a corporation is a public company whose shares (shares) may be publicly traded.
Article 135. The legal status of the company (1) the society is a legal entity.
(2) the company shall be considered as established and acquire legal personality by day, recorded in the commercial register it.
136. article. Member (1) a participant is the person to whom the company belongs to one or more parts.
(2) the founder member status is obtained by day, recorded in the commercial register of the company. Another person acquires the status of a member as of the date of the record company's members (shareholders) in the registry, where the law provides otherwise.
(3) the expression "Member" in the framework of this section is understood by limited liability companies and joint stock companies, the shareholders.
137. article. The delimitation of public liability (1) the company of its obligations with all its property.
(2) the company shall not be responsible for liabilities of the participant.
(3) a member shall not be liable for the obligations of the.
Article 138. Company with additional liability (1) the society may establish as a society with additional responsibilities, in which at least one member of the obligations of the responsible person with all his belongings.
(2) companies with additional responsibility of founding documents list all persons responsible for the obligations of the person with all his belongings. These persons are recorded in the commercial register.
139. article. Company's registered address company's registered address is the address where the public management (public seat). The founders or the Executive Board and its legal address change log to record in the commercial register.
2. the company is incorporated in chapter 140. article. The company's founders (1) founder of the Society is the natural or legal person who signed the contract and for the formation of the company statutes or on behalf of which the documents signed.
(2) the company may establish one or more founders.
141. article. Public order (1) the Treaty establishing the community, the founders shall: 1) draw up and sign the company incorporation documents under article 142 of this law;
2) creates the public authorities and shall appoint the Auditors;
3 pay share capital within), organised by the founder of depositing cash contributions to the bank and receives the certificate of the investment;
4) organises property investment appraisal (if property contributions are made);
5) pay the national fee for recording in the commercial register entry fees and advertising;
submitted to the commercial register authority 6) application.
(2) the founding members of the public can request verification of treaty article 150 of this Act in the cases and in the procedure.
(3) the formation of the company's founders with related activities carried out jointly, where the Treaty does not provide otherwise.
142. article. Company's instruments of incorporation (1) the company's instruments of incorporation of the Treaty and the Statute.
(2) the terms and conditions of the memorandum may be different from the provisions of the Act only if the law permits such disparities directly.
143. article. (1) of the Treaty the Treaty shall specify: 1) news of the founders: a) the natural person: name, surname, personal code and residence, b) a legal person, the name, registration number, registered office, its representative's name, surname, personal code, title and place of residence, who signed on behalf of the legal person of the Treaty;
2) company;
3) the size of the company's share capital;
4) signed by each founder and to the registration of the issued share capital share capital payment, billing and terms;
5) for each founder due to the number of shares in the subscribed capital corresponding to the part;
6) number of shares nominal value and the sum of, setting up the company, the investment is paid for by specifying each property investment and each persons name, surname, personal code and residence whose commitment to make financial contributions;
7) formation expenses and settlement of residue;
8) any specific obligations, rights or benefits that society at the time of the Treaty granted to the person who participated in the formation of society;
9) the members of the name, surname, personal code and residence;
10 members of the public) name, surname, personal code and residence (if the company has a Council);
11) the auditor's name, surname, personal code and residence;
12) other provisions that the founders considered essential and what is not in conflict with the law.
(2) the Treaty signed by all founders.
(3) of the Treaty shall apply to the obligations set out therein are properly fulfilled and up to the society's Council, Board and Auditor for the expiration of the term in accordance with article 145 of the Act the provisions of the second paragraph.
(4) the treaties shall cease to apply if the period of six months from the date of signature, it is not submitted to the commercial register of the authority in accordance with article 149 of this law, the provisions of the first subparagraph. In this case, in the new Treaty and, if necessary, amendment of the statutes or to be applicable to this law, article 147 of the fourth part.
(5) If the company is incorporated by a single founder, it instead of the Treaty draws up and signs the decision on formation of the company. The decision on the establishment of the public subject to the provisions of this law governing treaty.
144. article. Statute (1) the public statutes state: 1) company;
2) business lines;
3) duration or destination (if the company is established for a certain period of time or a specific objective);
4 the size of the share capital), the number and the nominal value;
5) minimum reserves, the size of its building and utilisation;
6) numerical composition of the Board of the company, determining the rights of members of the Management Board to represent the company alone or jointly;
7) numerical composition of the Council of the company (if the public intended the Council);
8) special provisions for the disposal of shares (if provided);
9) other provisions that the founders considered essential and what is not in conflict with the law.
(2) the statutes of the public limited liability companies in addition to the first part of this article, the particulars referred to in points: 1) if the company has different categories of shares — the stock categories (including rights derived from each category of shares) and the number of shares of each category and the nominal value;

2) or the shares are registered or bearer shares and, if the statutes provide for the conversion of registered shares bearer shares and vice versa — conversion rules;
3) or shares are in paper form or in dematerialised and, if the statutes provide paper shares on conversion of dematerialised shares and vice versa — conversion rules.
(3) the Statute shall be signed by all founders, indicating the date of signing.
145. article. Public administration institution building and election of Auditor (1) statutory limitations apply to the company's Board and to the members of the Council and of the auditors appointed by the founding treaties.
(2) to the registration of public company Board, established by the Council and the auditor's term of Office shall expire accordingly with the new Board and the establishment of the Council and the auditor's election to the first ordinary members meeting.
146. article. Subscribed and paid up share capital for registration (1) an application for registration in the commercial register at the Office of the founder of the Treaty establishing the compliance obligations relating to the registration of the subscribed and paid up share capital, if the Treaty earlier in the capital.
(2) the society with limited liability share capital fully paid up to the filing of the application for registration.
(3) an application for registration must be signed as specified in the Treaty for all shares of the company's share capital. To the filing of an application for registration of share capital must not be less than this law, in article 225 minimum share capital and less than 25 per cent of the subscribed share capital.
(4) an application for registration of the shares of the company share capital paid in cash only.
147. article. Payment of the share capital through the public (1) within the time limit laid down in the Treaty establishing the founders paid for the entire contract to pay for capital formation.
(2) the founders on the firm name of the company open a bank account, the organise money lodging it and receives from the banks of the commercial institution certificate attesting to the establishment of the size of the share capital paid.
(3) If the founding fathers does not comply with the first paragraph of this article, they need to stop the formation of the company and act in accordance with the fourth paragraph of this article or to shut down a new Treaty, making the necessary amendments to the articles of Association.
(4) if the company is not established, the founders retired to the firm name of the company and the amount from your bank account and divide it according to their investment, except for the amounts in accordance with the Treaty establishing the European Community by the Treaty of waste needs. Company formation expenses borne in proportion to each subscribed share capital, founder of amount, if the Treaty is not intended to cover the cost of another Treaty.
(5) where a company is not established, disputes about the founding of the society needs basis amounts settled in court.
148. article. Property investment appraisal If by founding the company, or part of the share capital is paid to the contribution of the founding fathers of organized its evaluation in accordance with this law, the provisions of article 154.
Article 149. Application for entry in the commercial register (1) the application for the public record in the commercial register submitted to the authority of the founding fathers of six months from the date of signature of the Treaty.
(2) the application shall be signed by all founders.
(3) the application shall be accompanied by: 1) articles of incorporation;
2) bank certificate on payment of the share capital (if that part or share capital paid in cash);
3) documents proving the value of each property contribution (if property contributions are made);
4) each Member of the Council written consent to be on Board (if the company has a Council);
5) each written consent of Board members to be a member of the Executive Board;
6) Board members it notarized signature sample that has a right of representation;
7) Board statement on the company's legal address.
150. article. Public inspection of the Treaty (1) members representing not less than one quarter of the share capital and voting rights, have one year from the date of registration of the company require a commercial register authority shall appoint one or more experts to the public inspection of the Treaty.
(2) the examination of experts draw up a report in triplicate, one copy of which shall be submitted to the commercial register authority and one for the public, but the third — participants who have asked for the check.
(3) the formation of the public examination shall be borne by the members who requested the test.
(4) if the company is incorporated in the examination shows that the founders are not properly carried out their duties, they pay referred to in the third subparagraph of the Treaty establishing the actors company checks.
(5) disputes about the costs associated with the formation of the company, settled in court.
3. chapter in the company's share capital in article 151. Pay equity and types of payment (1) the share capital shall pay with money or property investment.
(2) the share capital shall be expressed in lats.
(3) the terms of payment shall be fixed in the Treaty or the increase of the share capital.
(4) invest in things become public property.
152. article. Pay in cash the share capital (1) If the Treaty or increasing share capital rules provide financial contribution, payable only in cash equity.
(2) in the first subparagraph of this article, the specific contribution of cash can not be replaced by financial contributions.
Article 153. Property investment (1) on the property investment can be assessed in monetary terms the tangible or intangible thing that you can use in the commercial activities of the company, except in the cases to which the law can not draw.
(2) For property investment may not be the subject of no liability to provide the services or perform the work, not the expected profit or anticipated activity in society, nor the estimated remuneration, royalties, dividends and similar payments made by the founder or member may receive from the company.
(3) Financial contributions may not be made by instalments.
(4) the Person who made the investment, shall notify the third party of the right to property investment. If the person does not comply with this request, it should be part of their pay in cash.
(5) If property investment value of the object to the commercial register for recording companies have fallen, the person who made it, this reduction shall be borne by the money.
(6) For property investment in the company issuing the written proof.
154. article. Property investment appraisal (1) Financial contributions to evaluate and provide expert opinion as to who is included in the commercial register approved list. Members themselves can make property investment appraisal of this article only in the cases referred to in the second subparagraph.
(2) If by founding the company with limited liability, the contribution of a total value not exceeding 4000 lats and property investments total less than half of the company's share capital, the investment rate and the opinion of the founders can provide, but in the case of a share capital increase. In this case, the opinion signed by all the founders or participants.
(3) Financial contribution invaluable things or rights concerned, normal values.
(4) in its opinion on the property investment appraisal includes a description of the subject of the contribution of each show and each membership property investment appraisal methods used and include an opinion on the conformity of the subject property investment company's business lines. If the evaluation is made by founders or members, property investment appraisal methods should not be specified.
(5) joint stock company opinion on property investment appraisal shall be published in the newspaper "journal".
(6) for damage caused by incorrect property investment appraisal, jointly and severally responsible persons who carried out the assessment.
155. article. Part of the settlement the founders or participants (1) are obligated to pay part of its nominal value.
(2) increase in share capital rules may provide that in the event of a share capital increase to the participant to be paid in addition to the nominal value also share premium account. Share premium the share capital increase specified in the rules, and it is not included in fixed capital.
156. article. Part of the due consequences (1) If a person in the Treaty or in the regulations of the share capital increase specified parts of the full pay period does not pay the full price of the signed part of the Board that person duly notified in writing about it. The notification shall specify the fixed part of the re-examination Board full of due date, which may not be less than 15 days and longer than 30 days from the date of dispatch of the notice.

(2) If a person does not pay the part referred to in the first subparagraph within the time limit set out in the Board, it loses the right to that part which goes public, as well as being low-key one-fifth of the already paid amounts. Withholding amount including the mandatory reserves of the public, but the remaining amount is paid to the participant, after part of the new winner paid the sale price.
(3) increase in share capital rules may provide that part of the full price in the event of failure to pay the participant remains part number which is proportional to the amount paid by him, if this is provided for in the statutes.
(4) if the amount obtained from the sale of the company referred to in the second subparagraph of article in order for the part is less than the amount already paid by the first beneficiary of part, the company may require the difference from the first part of the proposed acquirer.
(5) of the Treaty, as well as the statutes may provide for contractual penalties due to part failure. This article referred to in the second paragraph of the withholding amount is not considered a penalty within the meaning of this part.
157. article. More rights on the part of (1) the society with limited liability one part can belong to more than one person jointly. These persons from any part of the rights can be used only when appointing a joint representative.
(2) the appointed agent of society-recordable.
(3) persons who jointly have one part of the society with limited liability, jointly and severally responsible for the obligations arising from this part.
158. article. Mandatory reserve (1) minimum margin shall consist of the annual deductions of the net profit (profit after tax payment).
(2) the statutory reserve shall not be less than 10 percent of the company's share capital.
(3) the mandatory reserves must be counted no less than five percent of the net profit for the year. When you reach a certain size the minimum reserves, deductions cease.
(4) certain types of commercial law can be set higher minimum reserves amount and other conditions of the building.
159. article. The use of Mandatory minimum reserves reserve may be used only to cover the losses of the public and only on the basis of a decision of the members.
160. article. Other reserves (1) the company may create another backup if it decides the participants in the meeting.
(2) If a meeting of members is not specified by other rules of the use of the reserves, the use of it shall be decided by the Executive Board in accordance with the relevant reserves building purpose.
161. article. Dividends (1) dividends may be paid a portion of the net profits, which remain after deductions mandatory reserve.
(2) the dividends paid to the participant in proportion to his share of the face value amount.
(3) the Dividend payable and calculated on fully paid shares.
(4) the Dividend may not be calculated if the approved annual report, it is established that a company's equity is less than the company's share capital and the total amount of minimum reserves.
(5) the dividends paid to the participants in the money only once a year, on the basis of the decision on the allocation of profits.
(6) dividends, which is not removed within 10 years, over the company's property, except when the law limitation is considered to be terminated or suspended. About izņemtaj not dividends, if it happened, the participant does not pay interest.
(7) a decision of the shareholders that the dividend for the time set aside for public action, not force.
(8) the company can reclaim from dividends received by the participants, with the exception of the law referred to in article 162 cases.
162. article. The amount unduly paid, check in (1) If a person paid a dividend to which or to which it was not part of the law, and the person at the time of receipt of dividends knew or should have known, that the cost is not reasonable, it is not reasonable to obtain the duty amount to give back to society.
(2) other amounts unduly paid by the participant of the company acquired in good faith, they are obligated to repay after he became aware that the cost is not justified. Amounts unduly paid, Member of the company which acquired the evil or gross negligence, he is obliged to give back to society. In this case, the participant must pay the losses incurred by these unjustified cost to the public.
Chapter 4 liability article 163. Responsibility for liabilities incurred prior to the recording of the public commercial register (1) the founder of the firm who acted on behalf of the company before the company in the commercial register, are responsible for recording the obligations arising from this Act. More action in the case of those of the participating founders jointly and severally responsible.
(2) agreements that is contrary to the first paragraph of this article, the rules in force with regard to third parties.
(3) the first paragraph of this article go public commitments, if the Board or members of the public, representing not less than one voting share capital of divdesmitdaļ, three months after the recording of the public commercial register no objection raised against this relationship transition to society. If such objections are raised, the question of the relation of the meeting the participants decide the transition. The transition relation to the public without prejudice to its right to claim fulfillment of obligations of the founders.
(4) if the company's creditors for the purpose of public goods is not enough, the founders responsible jointly and severally liable for the obligations of vendors in the it community property to the extent of the reduction resulting from the obligations assumed by the firm of which the society. Such claims to lapse within a period of three years from the date on which the company recorded in the commercial register.
164. article. Inherit from the founders and participants (1) If a company two years after its recording in the commercial register of the founder members or people with similar economic interest (family member, related company URu.tml.) acquires goods which exceed one divdesmitdaļ of the company's share capital, the deal on the basis of which the property is acquired, shall enter into force only after the deal approved by the meeting of members.
(2) the first paragraph of this article shall apply also to cases where the assets of the one referred to in the first paragraph of the person is obtained on several occasions and it is more than the total in the first part of this article, the specified limits. In this case, the approval of the meeting participants need the last transaction, which led to the above limit is exceeded, as well as each future transaction, which the company negotiated with this person.
(3) in the first and second subparagraph property assessed in accordance with this law, the provisions of article 154.
(4) the first, second and third subparagraph shall not apply to cases where the acquire property auction, stock transactions, or in accordance with the Court ruling.
165. article. Responsibility for the false declarations (1) founders of the public jointly and severally responsible to society for the false results in injury to the public provided that the recording in the commercial register.
(2) members of the Management Board jointly and severally responsible to society for the false results in injury, which made at company's recording in the commercial.
(3) false declarations in the commercial register of the persons concerned to administrative liability called or criminal liability.
166. article. The responsibility of the founders (1) jointly and severally responsible to society Founder and third parties for damage caused to the public at the time of formation of the same malicious or negligent founder's action.
(2) conduct that is contrary to law or, in any case, be regarded as abusive.
(3) the founders responsible jointly and severally on the public deficit, which occurred when a person is unable to meet the payment obligations, the part where these founding members, assuming the participation of those persons knew or should have known about this person's inability to meet the obligations.
(4) the provisions of this article shall in no way limit the liability established in article 163 of this law.
(5) the entitlements referred to in this article shall lapse in the five years from the date on which the company recorded in the commercial register.
167. article. Third party liability for violations of the Treaty process (1) the Person who contributed to the founding of the malicious or negligent behavior or a bulwark against it, responsible jointly and severally with the perpetrators of the founders, if it knew or should have known the malicious or negligent nature.
(2) the founders of solidarity also responsible person on whose account the founder is committed to pay part of the context. That person may not rely on such conditions, which the founder knew or should have known.
(3) claims referred to in this article shall lapse in the five years from the date on which the company recorded in the commercial register.
168. article. Responsibility for the members of the institutions of the public influence (1) a Person who, with the evil intention of achieving that, Board Member, prokūrist or Governor act contrary to the public interest, or those members responsible for the damages that this action caused to the public, its member or any third party. A participant can seek damages from the person's only direct loss suffered by him.

(2) If in the first case referred to the Board of directors or Council members, prokūrist or governors with their actions contravened the law, statutes or legal decisions of the meeting of members, they are jointly and severally responsible with the person who used its influence in society. If a dispute arises as to whether the Board or Council members, prokūrist or trustee acted in accordance with the law, statutes or legal decisions of the meeting of members, they have the burden of proof.
(3) in the first and second parts, these claims to lapse within five years from the occurrence of the claim.
(4) the first and second subparagraph shall not apply if the effects implemented: 1) using the voting rights of the participants in the meeting;
2) entitled through a decisive influence in accordance with the group law.
Article 169. The Board and the responsibility of the members of the Council (1) the Board and the members of the Council to perform its responsibilities with good and proper care of the head of the company.
(2) the Board and Council members who acted maliciously or negligently, about the behaviour of the society, its members and vendors for damage responsibility jointly with all their belongings.
(3) If a dispute arises as to whether the Board or Council member with a good and proper care of the head of the company, he has the burden of proof.
(4) the Board and the members of the Council are not responsible to the public and its members for any losses if they acted in accordance with the legitimate decision of the meeting of members. The fact that the Council has approved the action of the Board, does not exclude the responsibility of the members of the Executive Board of the society and its members.
(5) the company shall, on the basis of the decision of the meeting, the participants may waive claims against the Board or Council member or close to her settlement. Decision may be made not earlier than after three years from the date of the occurrence of the claim, if objection members that together represent no less than one divdesmitdaļ of the company's share capital.
170. article. Creditor's claim for the public good (1) of the company, who cannot reach their satisfaction of the claim of the company, may bring an action for the public good against this law, 166-169. persons referred to in article, which caused damages to the company and not the atlīdzinājuš.
(2) the company's creditors have the right to bring an action, and this right is not limited in cases where: 1) the company has waived the claims against the guilty person;
2) settlement is concluded;
3) loss was the performance of the Board or Council decision.
(3) the requirements referred to in this article may be brought within five years from the occurrence of the claim.
171. article. Prohibition of competition in relation to the company's Board members (1) a Board member without the consent of the Council, but, if one has not been created, — without the consent of the participants may not: 1) be a complementary partnership or member with additional liability in the Corporation, which runs public business field;
2) in its or a third party on behalf of, or right to do business in the field of public business;
3) to be a member of the Board of another company, which operates in the field of public business, except in company with the other companies in the same group.
(2) If the Board of the company in violation of this article, the provisions of the first subparagraph, the public has the right to seek damages or the recognition of transactions concluded on behalf of the public, and income or claims to their transfer to the public.
(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 or Council (if one exists) members learned about the violation of the prohibition of competition, but not later than five years from the date of the offence.
Article 172. Society of its claims (1) against the founders, Board of directors or the Auditors to the members of the Council or the public path, based on the decision of the meeting the participants adopted with a simple majority of those present. Statute requirements for lifting may not set a larger majority.
(2) the company is bound to bring a claim against the first part of this article, also at the request of minority shareholders who together represent no less than one divdesmitdaļ of the share capital or whose participation in the company's share capital is not less than 50 000 lats. The request shall be made to the minority shareholders of the company for which the institution under this Act has the right to claim, but if this institution one month without action, a minority of participants in the sixth part of this article within the time limit set in the can make claims without the body.
(3) the public claim against the Member in the road and keeps the Council. If the firm is not a member of the Council, the meeting shall adopt a decision on a claim is brought against the Board members, bringing and maintaining elect one or more members of the public.
(4) the public claim against the founders, Board and Auditors the way Executive Board if the members and maintains the Meeting decides otherwise.
(5) if the building requires minority shareholders, the court designated-person admitted by the members of the public hearing, if you have a compelling reason. For important reasons in any case considered in the cases referred to in the second paragraph, the institution concerned without taking into account the request of the minority shareholders, not to the Court of Justice.
(6) the requirements of the Court commenced within three months from the date of the meeting participants adopted the decision on the requirements for the lifting or the receipt of the request of the minority shareholders. The requirement to add a duly authenticated statement of the meeting. Minority shareholders, the way the courts are bound to add to the evidence that those members representing not less than one divdesmitdaļ of the company's share capital or their participation in the company's share capital is not less than 50 000 lats, as well as members of the minority.
(7) for damages incurred undue public requirements, jointly and severally responsible for bringing them to the voting members or members of a minority, which the Court found to abuse or neglect.
(8) of this article shall be the responsibility of the people who are not known and could not have known of the circumstances in which the requirement was rejected.
173. article. Exemption from liability (1) the participants in the meeting may exempt the Board members from liability only for him to actually carry out the meeting of participants of the open action that results in a loss suffered by the public.
(2) a meeting of members of the Board or a decision of the members of the Council discharge does not restrict the rights of minority shareholders bringing a claim under article 172 of this Act, the provisions of part two.
(3) the participants in the meeting decision on approving the annual report itself does not release the Board and members of the Board from responsibility for their actions during the period concerned.
5. the chapter of the annual report and the company profit-sharing article 174. Company Overview (1) After the end of the financial year the Management Board shall draw up and sign the annual report of the society and shall submit it without delay to the Council and the Auditor (if any).
(2) the auditor's opinion and the Council's report, the Board shall convene a meeting of participants.
(3) if the firm is not a member of the Council, the Executive Board shall convene a meeting after receipt of the opinion of the auditor.
(4) the annual report, the auditor's opinion and the Council's report, together with the notice of the convening of a meeting of members to be sent to all attendees or to be put under this law, the provisions of article 273.
175. article. Report of the Council of members meeting (1) if the society has a Council, it submitted the annual report of the Executive Board and draw up a written report on it, which adds to the annual report.
(2) the report shall include: 1) company performance and the assessment of the financial situation;
2 performance evaluation of the Board);
3) report on the activities of the Council during the reporting period.
176. article. Auditor (1) annual report of the public scrutiny and opinion as to provide auditor.
(2) the Auditors for the next accounting year shall elect each year during the meeting of members at the same time with the approval of the annual report. The auditor's mandate is valid until the next annual report.
(3) the auditor may be a person in accordance with the law to make public annual report.
(4) The auditor may not be a member of the same company, the Board or a member of the Council, as well as a person who is otherwise interested in the company's business. If the company belongs to the Group of Auditors can not also be a person who is a member of the Board of directors or the Council depends on the society or the ruling establishment.

(5) the Board, the Board or the members, representing not less than one-tenth of the voting share capital, at a meeting of members or can not later than two months after the meeting of the participants to raise reasoned objections against the elected auditor. Meeting of the participants get objections immediately distinguish between the meeting itself, but if the opposition brought afterward, settle any dispute meeting that members of the sasaucam not later than two months after the objections received by the Management Board. If the opposition is rejected, the opposition raised players representing not less than one tenth of the share capital, the voting age is entitled at its own expense, to call another auditor. By other auditors, elected auditor status and rights will not change.
(6) in the fifth subparagraph, of this article in accordance with the procedure laid down for external auditors shall have the same rights as the elected auditor, and apply the same provisions of the law.
177. article. The auditor's duties and rights of the auditor's duties and rights shall be determined by law.
178. article. Auditor's liability (1) the auditor is responsible to the public and third parties for his fault for loss suffered.
(2) the auditor responsible for the institution of public administration as a result of infringement of the damage done, except when he's on these cases he knew or should have known about them, but he has not pointed out in the opinion.
(3) if the auditor liability arises under the provisions of the second part, he responds in solidarity with members of the administrative organ concerned.
Article 179. Company's annual report, (1) the Society's annual report confirms the meeting of members shall be convened by the Board on which the auditor's opinion, but if the society is the Council, — the Council and after receipt of the report.
(2) approval of the annual report of the public members of the meeting postponed, if article 176 of this Act in the fifth subparagraph, in accordance with the procedure laid down in the external auditor's opinion differs from the elected auditor's opinion.
(3) approval of the annual report of the public members to the meeting, if it limits, challenging individual items of the annual accounts, requests the members representing at least one tenth of the share capital.
(4) if the annual report deferred to in the third subparagraph, in the case referred to in the next meeting of members, which are on the agenda for its annual report, minority shareholders can request again to postpone the approval of the annual review only if new circumstances that constitute an obstacle to the approval of the annual report.
180. article. The use of the company's profits (1) the Management Board shall prepare and submit to the ordinary members meeting a proposal on the use of profit.
(2) the proposal for the disposal of profits to participants, together with the notice of the convening of a meeting of members and the annual report, or issued pursuant to this law, the provisions of article 273.
(3) the proposal shall indicate: 1) net profit;
2) mandatory deductions to be made in the reserve;
3) other reserves (where provided by law or the articles of Association) do deductions;
4) dividends payable net profit;
5) use of profit for other purposes.
(4) the members meeting shall decide on the use of profit at the company's annual report.
(5) the decision on the use of profit points referred to in the third subparagraph.
181. article. Annual report of the commercial authority (1) the Management Board shall submit the annual report of the register of companies.
(2) the annual report shall be accompanied by: 1) auditor's opinion on the annual report, but if the public is invited to the auditor of this law in the fifth paragraph of article 176 of the order, plug-in the audit opinion;
2) members meeting minutes excerpt with a decision on the approval of the annual report.
(3) in parallel with the annual report must be submitted to the notification of the company's capital position, indicating the share capital subscribed and paid-up share capital of approval of the annual report.
182. article. The cost of public funds (1) the members of the society may make cost participants only if it is paid out in dividends or reduced share capital or if the company is dissolved and its assets distributed among the participants.
(2) the costs to participants other than those referred to in the first paragraph of this article, be considered as unjustified. The company's products to be considered as unjustified cost also cases when participant free of charge use of public property, the time for the public services remuneration charged higher than specified in the contract, or when the company buys from members about the increased price.
(3) members may not be made if the public equity capital report at the time of the year is less than the cost of such a result would become less than the company's subscribed share capital and the total amount of minimum reserves.
183. article. Company internal audit (1) the decision of the company's operations to audit matters related to activities of the company and its assets, accept members or the Board, but if the public is, the Council may adopt such a decision by the Council.
(2) members representing not less than one tenth of the company's share capital may request the audit, if you have a compelling reason.
(3) where the Board disagrees with the audits, it shall convene a meeting of participants not later than two months after receipt of the request. If Members reject the request for the meeting, a minority of members representing not less than one quarter of the voting share capital, may require a commercial register authority asked to audit the Auditors, included in its approved list.
(4) the Audit to be carried out at the expense of the public.
(5) the auditor of internal audit results shall be drawn up, which shall be submitted to the public body that adopted the decision on conducting the audit, or to the minority shareholders and the Board.
184. article. Company controller (1) members of the public internal audit and controls may elect one or more of the company's Auditors in determining them.
(2) the Society shall elect the Inspector for a period not exceeding three years.
(3) the controller shall check the activities, as well as in cases when requested by the participants, representing not less than one tenth of the share capital of the company, carried out in the public examination of the annual report, if they are called by minority shareholders in accordance with this law, article 176 of the fifth part.
(4) the controller shall have the right to ask to have the Executive Board consulted experts, if you have a compelling reason.
(5) The Society inspector to apply this law and article 177.178.
Title XII limited liability company Chapter 1 capital and part of article 185. The size of the share capital of limited liability company (hereinafter referred to as society — this section) minimum capital size is 2000.
186. article. Part (1) the nominal value of the Shares is determined by the company's articles of Association and shall be expressed in lats. All the parts have the same face value.
(2) part is not divisible.
(3) part gives the participant the right to participate in public administration, the profits and the distribution of the assets of the company in the event of liquidation of the company, as well as other laws and the rights provided for in the statutes.
187. article. Part of records (1) the part of the accounting society led members of the registry.
(2) the register of members of the public record the following information: 1) natural persons — the member name, last name, ID number and place of residence, but legal persons: the name, registration number and registered office;
2) part at face value;
3) belonging to each participant the number of parts;
4) date when the participant made a part payment in full, or, in the case of share capital increase — also part of the due date.
(3) the original entry in the public register of members shall be made in accordance with the particulars set out in the Treaty.
(4) the following entries shall be made in the register of members of the public not later than the day after the Board received information about the last changes in the second subparagraph, the news.
(5) entry in the register of members of the public with your signature certifies an authorized member of the Board.
(6) members of the public about the changes to registry entries submitted to the commercial register Authority Board members specified in the registry.
(7) the register of members of the public have the right to get to know the players, the Board and the members of the Board of Auditors, as well as the competent public authority.
(8) the Member shall have the right to Executive Board authorized to certify an extract from the register of members of the public about himself shares belonging to the company.
188. article. The disposal of part of (1) a participant may dispose of own part, independently in determining its value.
(2) to give to, modify or otherwise dispose of the shares (other than sale) a participant may only with the consent of the meeting of members.
(3) the expropriation can only fully paid share.
(4) the society's statutes may provide for a procedure for the disposal of parts that are different from the second and third parts of this law, the first paragraph of article 189 of the rules.
(5) On the disposal of shares is not considered to be a part or the transition.

189. article. Pre-emptive rights of members (1) If a participant sells the part belonged to the other participants is pre-emptive. Pre-emptive rights period may not exceed one month from the date of the notice of sale filed public Board.
(2) If two or more players want to use pre-emptive rights and number of shares sold is sufficient, they divided among such members in proportion to their suspension parts.
(3) If two or more players want to use pre-emptive right, but the number of shares being sold is not enough, so they divided proportionally, the Board between these players hold a closed auction.
190. article. Part of the pledging can pledge after pledge rules if the statutes do not prohibit the burdening of part.
191. article. Part of the succession (1) in case of death of the participant his part over the legacy of his heirs, but bezmantiniek agrees with the State's assets.
(2) the State has a right to vote, and by laying down rules on representation, this part is not taken into account.
(3) parts obtained the State offered for sale not later than two months after acquiring them.
192. article. Its share of the acquisition (1) the company may not acquire its own shares, except when it gets this part: 1) inheritance;
2) participant in writing of its parts;
3) participant losing the right to unpaid;
4) If a member is excluded from society;
5) member — legal persons — in the event of termination, if part of the legal person has not attained by another person.
(2) if the company gets its share, it has no right of the participant. Determining the representation norm, this part is not taken into account.
193. article. Its share of the disposal (1) for their part in society must forfeit one year from the date of acquisition.
(2) if the company its share of disposal within the given deadlines, deletes the part concerned by reducing the share capital in accordance with the provisions of this law on the reduction of the share capital.
194. article. The right to information of the participant the participant is entitled to receive from the Board's information about firm and look at all the public documents.
195. article. The exclusion of members (1) the Court may exclude members of the public, on the basis of the requirements of the public, if he, without justification, fails to comply with its obligations or otherwise caused material injury to the public interest, or has not fulfilled obligations or is not interrupted by injury after the company received a written warning.
(2) the requirements for the exclusion of a member may bring members, representing not less than half of the company's share capital, if the statutes do not set a higher number of votes.
(3) in the case of exclusion of a participant she shares go public, which is obliged to pay off participant contributions determined in accordance with this law, article 156 of the second part.
2. Chapter changes share capital article 196. The decision on the change of share capital (1) capital may be increased or reduced, only on the basis of the participants ' meeting decision determining fixed capital formation up or down.
(2) the decision on the changes in the issued share capital is taken, if you vote present members with not less than two-thirds of the vote or this Law 215. in the cases referred to in article, not less than two-thirds of the votes of all members if the statutes do not set a higher number of votes.
(3) If the decision is taken on the changes in the share capital, while the amendments made to the Statute.
197. article. The increase of the share capital (1) the company's share capital may be increased: 1) existing members or those admitted to new players when they invest in the company's share capital and against the new number of shares;
2) increasing the nominal value of the shares, share capital including the public part of the assets of property which in accordance with the approved balance sheet of the company's annual or extraordinary balance exceeds the minimum share capital and reserves total about. In this case, increase the public-owned my share of par value.
(2) the capital may be increased only when fully paid all of the existing shares.
(3) where new shares are acquired at a price that exceeds the nominal value of the shares in accordance with this law, the second paragraph of article 155 of the rules, the difference between the acquisition price and the nominal value of the shares acquired is credited to share capital.
(4) the Financial contribution in the event of a share capital increase allowed only if provided for the increase of the share capital.
(5) the share capital increases, the capitalisation of debts, increase of the share capital is considered on financial investment.
198. article. Increase the share capital by the provisions of the decision on the increase of the share capital the share capital increase approved rules that specify: 1 the share capital increase);
2 increase the size of the share capital) and the amount by which it increased;
3) new part;
4) part at face value;
5) parts price if the share premium is fixed;
6) part of the pay type.
7) the period within which the application is made to a third party, if the part is enlarged share capital, taking in new members;
8) new part due of the calculation to the new part would be completely paid not later than six months from the date of the decision on the increase of the share capital;
9) from which the new shares give right to dividend;
10) other provisions not inconsistent with the law.
199. article. Prior rights of members (1) Members shall, within 15 days from the date of the decision on the increase of the share capital, has a prior right to new shares in proportion to the suspension parts for him.
(2) If a member has not used the prior rights on new acquisitions, 15 days after the first part of this article in the end of this period they can get those members who have used the prior rights referred to in the first subparagraph.
(3) if the participant does not make use of prior rights, want to get two or more other members, the members in proportion to the divided these suspension parts. If the number of shares being sold is not enough, so they divided proportionally, the Board between these players hold a closed auction.
(4) If the parties have not taken advantage of the first, second or third part rights, the new shares may be acquired by a third party.
200. article. Application part (1) If a participant wants to get new parts, he article 199 of this law in the first or the second subparagraph shall be submitted within the time limit set for the public for a part of the purchase.
(2) a third party shall submit an application to the decision on increase of the share capital within the prescribed period.
(3) the application is binding on the person who made it.
(4) the application shall state: 1) company;
2) offer to acquire parts of society;
3) number of shares that you wish to get;
4) with which you acquired shares will be paid according to the increase of the share capital;
5) property investment the subject (if the financial contribution is made);
6 the term of the investment), without exceeding the increase in the share capital referred to in the regulations.
201. article. Share capital the share capital increase of the pay arrangements applicable in the case of this law, 151-154, article, where this chapter provides otherwise.
202. article. The application of the commercial register authority of the increase of the share capital (1) then, when all the participants, on the basis of their applications for acquisitions, is recorded in the register of members, the Board shall submit to the Authority an application for the commercial capital.
(2) the application shall be accompanied by: 1) Member meeting minutes excerpt or this Law 215. in the case referred to in article voting protocol statement with the increase of the share capital of the decision;
2 the share capital increase);
3 the amendment of the Statute) the text and full text of the Statute in the new version;
4) member or third-party applications for acquisitions;
5 If the share capital is increased) with a cash investment-bank certificate, or other document on the part of the payment, if it's done;
6) property investment in the case of the documents certifying the value of the investment and transfer it to the public.
(3) the share capital shall be deemed to increase by the day when the new capital entered in the commercial register.
203. article. Increase the share capital by no later than five days after the due date to the end of the Board submitted to the commercial register authority specifies a copy of the register of members, showing part of the pay situation after the share capital increase.
204. article. Share capital the share capital reduction in the form of reduced by deleting or reducing the nominal value of the shares.
205. article. Fixed capital reduction provisions (1) the share capital reduction rules specify: 1) the share capital reduction cause;
2 reduction of the share capital) and arrangements;
3 reduce the size of the share capital) and the amount by which it reduced;
4) part of the nominal value.

(2) a notification concerning the reduction of the issued share capital of CR to be sent without delay to the authority. The notification shall be accompanied by a statement of the meeting attendees or this Law 215. in the case referred to in article voting protocol statement with the decision on the reduction of the share capital and the share capital reduction.
206. article. Share capital the share capital reduction amount can be reduced to this law, laid down in article 185.
207. article. Creditor protection (1) within five days after the decision on the reduction of the share capital, the Management Board shall send a written notification of the reduction of share capital and for the new size of the share capital of all known creditors of the public right of action against the company incurred prior to the decision on reduction of the share capital.
(2) notice of the decision on the reduction of share capital the Board publishes the newspaper "journal". The notification shall specify the period within which you can log on to the vendor that wants to get coverage, and the claims of creditors of the application period, which may not be less than one month from the date of publication of the notice.
(3) the Society shall provide security vendors who are logged on to the specified time limit (except for guard vendors provide the amount of the claim).
208. article. The application of the commercial register authority of the reduction of the share capital (1) after the expiry of the time limit for claims of creditors and claims are provided, the Management Board submitted to the commercial register authority application for reduction of the share capital. The application shall be accompanied by the text of the amendments made to the Statute and the text of the Statute of a full new version.
(2) the Board shall certify the provision of vendors or their recovery.
(3) application to the commercial register submitted to the authority no later than six months from the date of the decision on the reduction of the share capital.
(4) the share capital shall be deemed reduced by day, recorded in the commercial register when the new size of the share capital.
3. the Department of public administration article 209. Public authorities public authorities are meeting and Board members, as well as the Council (if one exists).
210. article. Meeting participants competence (1) a meeting of members fall within the competence: 1) amendment of the statutes;
2) increase or decrease the share capital;
3 election of the members of the Council) and recall;
4) election of the members of the Executive Board and the recall;
5) annual report and the profit distribution approval;
6) auditor's and society's Comptroller election;
7) decision on bringing actions against Board Member, Council Member, the founder or a member and on the appointment of members of the public to conduct court cases;
8) decision on approval of the transaction between the company and the Board, but in cases where the public is not the Council, between the public and the Board member and the company's appointment of a representative for the conclusion of transactions;
9) decision on company winding up, continuation or reorganization;
10) other issues which, under the law or the statutes passed by the participants in the meeting.
(2) a meeting of members shall have the right to take the decisions that fall within the competence of the Board of directors or the Council. In this case, the participants jointly and severally liable for damage caused to such a decision.
211. article. The Member's right to vote (1) participant vote gives only fully paid share. Each of the participants given only one vote, if not otherwise specified in the statutes.
(2) a member is not entitled to participate in the vote if the decision is taken on his release from obligations or responsibility for bringing to him or the closing of the transaction between him and the company. Setting the margin, this representation of members voices are ignored.
212. article. The meeting of members (1) members ' meeting is valid if the participating members, which together represent more than half of the voting share capital, if the Statute does not provide for greater representation.
(2) if the law of the Member meeting convened is not valid because it does not have the quorum, repeatedly called the meeting with the same agenda is valid regardless of the number of votes represented therein.
(3) a member may participate in a meeting of members in person or in writing by an authorised representative.
(4) the members ' meeting shall be chaired by the Chairman of the Management Board, if elected by the other participants in the meeting.
213. article. The convening of the meeting of members (1) members of the current Board meeting at least once a year to approve the annual report, decide on the allocation of profits and elected auditor.
(2) If the Board has a current members not meeting the time limit laid down, it may be convened: 1), the Council (if one exists);
2 commercial register authority.)
(3) the Board is obliged to convene a meeting of participants in the cases provided for in the statutes, as well as when: 1) public equity is less than three-quarters of the company's share capital;
2) requested by the Council;
3) requested by the participants, representing not less than one-tenth of the share capital of the company.
(4) if the Management Board does not convene a meeting of participants in the month from the Council or a member of the date of receipt of the request, the Council meeting or the participants. If the parties have not agreed upon the procedure for convening the meeting of members each Member's Member meeting at the request of the commercial institution.
(5) If a meeting of members in 212 of this Act referred to in the second subparagraph of article in reason, one month of repeated sasaucam skippers meeting.
(6) in the course of the meeting the participants recorded. On the subject of this Act, the provisions of article 285.
214. article. Notice of the convening of a meeting of members (1) notice of the convening of the meeting of members of the Management Board shall send to all members not later than two weeks before the meeting. Notifications are to be sent to the register of members of the public specified addresses. The statutes may provide for other notification procedures.
(2) the notice shall specify the Member meeting location and time, the agenda, as well as other information which is of importance to the convening and conduct of the meeting.
215. article. The decision without convening a meeting of members (1) members shall have the right to make decisions without convening a meeting of the members, unless the law or the statutes stipulated that certain issues be decided only at a meeting of members.
(2) the Management Board shall send to all members in writing the draft decision and the documents that have a role in the decision, indicating the time limit within which members may vote in writing "for" or "against" the adoption of the decision. Such a period may not be shorter than two weeks from the date of circulation of the draft decision. If the participant is not given within the time limit set in the written response, considered that he voted against the decision.
(3) the results of the vote, the Governing Board shall draw up the minutes of the voting and immediately forward it to all participants. Voting protocol specifies: 1) company and the legal address;
2) protocol name of the drawer;
3) decisions and the related voting results;
4) at the request of a member of a different expression — the content of this point of view;
vote 5) other significant news.
(4) If a decision is adopted without convening a meeting of the members, then it is accepted if for it transferred more than half of all the votes of the members if the law or the statutes set out the larger number of votes.
216. article. The decision of the participants of the meeting of members (1) Members of the decision has been made, if for it transferred more than half of the participants in the meeting represented votes if the law or the statutes set out the larger number of votes.
(2) the decision of the meeting of members shall be recorded in minutes or drawn up in the form of a separate document. The minutes shall be signed by the Chairman and the Registrar. The decision to sign the Meeting Manager.
(3) the decision of the participants in relation to the public, its Council and Board members, auditors and members are in effect with the time of its adoption of this decision or, where the law does not set another deadline for the entry into force of the decision.
217. article. Members of the recognition of (1) the Court, on the basis of the members, Board, Council or individual members of the Board or Council, may declare the decision of the participants and void if that decision or its adoption procedure is contrary to the law or statute or vitiated by substantial irregularities in convening the meeting or decision making. The action may be brought within three months from the date of the decision.
(2) if the decision was made in violation of the procedure of adoption of the decision, on this basis, the decision is final, if voted in favour of the adoption by all the participants.
218. article. The adoption of the decision on the amendment of the articles of Association (1) the decision on the amendment of the statutes is accepted if for it transferred not less than two-thirds of the votes represented at the meeting or this Law 215. in the case referred to in article — more than two-thirds of the votes of all the members, if the statutes do not set a higher number of votes.
(2) the amendments of the Statute applying commercial register authority, accompanied by the members meeting minutes excerpt or voting protocol statement with a decision on amendments to the Statute and the Statute text is full of new version.

219. article. The decision of the participants, if fallen public assets if the company's equity is less than three-quarters of the company's share capital, the participants decide on the increase of the equity share capital or about to take one of the following decisions: 1) on the reduction of the share capital;
2) of the company's winding up and liquidation or reorganization;
3) for bankruptcy (if found signs of insolvency).
220. article. The Council (1) the company shall establish a Council, if provided for in the statutes.
(2) the operation and responsibilities of the Council apply this law 291. — the provisions of article 300, so far as this section does not provide otherwise.
221. article. The Executive Board (1) the Board is the executive body of the company, which manages and represents the public.
(2) the Board may contain one or more members.
(3) the Management Board may be incapacitated individual. Not less than half of the members of the Management Board must be persons with permanent residence in Latvia.
(4) The Management Board may not be a member of the Council, Auditor, or a person who has been deprived of his judgement right on the kind or all types of commercial activity. The statutes may establish other restrictions on board members.
(5) if the society has a Board, the Board in their actions comply with the instructions of the Council.
(6) the Board is bound not less frequently than quarterly, to submit to the Council a report on the activities and financial situation, as well as to report immediately to the Council about the deterioration of the financial situation of the company or other companies associated with commercial significant circumstances.
(7) If a Board has two or more members, they shall elect from among its members a Chairman of the Management Board, which organises the work of the Board. If the public is to the Council, the statutes may provide that the Chairman of the Executive Board shall be appointed by the Council.
(8) the Board may be paid remuneration corresponding to his or her duties and the company's financial situation. The amount of remuneration shall be determined by decision of the Council, but if the public is not a member of the Council, by decision.
(9) the details of the agenda of the Executive Board may provide for the regulation of the statute or in the rules of procedure of the Board.
(10) the rules of procedure of the Executive Board is the company's internal documents, and it is not binding on third parties.
222. article. The competence of the Board the Board shall organise the accounting of the company under the provisions of the Act and carry out other duties in accordance with statutory expertise.
223. article. Right of representation of the Board (1) the members of the Management Board shall represent the company jointly, unless the statutes stipulated that society represents one or more members of the Management Board jointly or separately. One or more of the Board members in a separate or joint representation is valid with respect to third parties only if it is explicitly and clearly defined statutes and recorded in the commercial register.
(2) the right of representation of the Board with respect to third parties cannot be limited. Statutory right of members of the Management Board to represent the company jointly or individually are not considered to represent a restriction of the Board for the purposes of this article.
(3) in relation to the company Board must respect the limits of representation in the statutes, members, meetings, and Council decisions.
224. article. Election of the members of the Management Board and the withdrawal (1) Board members shall be elected and with members of the decision. Submitting to the authority of the commercial application of the term of Office of Board members or on the expiry of the new election of the members of the Management Board, the members to be added to the meeting statement by the decision on the election of the members of the management board or the termination of their mandate.
(2) a person elected as a member of the Management Board requires the written consent of the person concerned. The members of the Management Board of the applicant indicates the possible obstacles to the position in accordance with article 171 of this law, or that he is not of such barriers.
(3) the Management Board shall be elected for three years, if the statutes do not lay down a shorter period.
(4) the Board may revoke the decision with the participant. If the society has a Board, it can censure the Member from the post to the members ' meeting, but not more than two months.
(5) the Management Board, which revoked before the expiration of the term without a valid reason shall have the right to claim damages caused by him.
(6) the Statute may provide that a member of the Board may be revoked only if you have a compelling reason. For this reason, in any case, be considered as a failure or improper performance, could not control the company, damage the public interest, as well as the loss of confidence.
(7) the members of the Management Board entitled to represent the company shall cease at the moment when the decision is taken on his withdrawal. With respect to third parties applicable to article 12 of this law.
Title XIII joint stock company Chapter 1 on the company's capital and securities article 225. Shares of the company's share capital (1) the shares of the company (hereinafter in this section: Community) share capital must not be less than 25 000 LVL.
(2) statutory capital by founding the society, pay in full, no later than one year from the date of signature of the Treaty.
226. article. Shares and related legal relations (1) Shares are securities that certify the participation of shareholders in the company's share capital and gives him the right to according to the relevant category of shares to participate in the management of the company, receive a dividend and in the event of liquidation of the company, liquidation quota.
(2) Stock is not divisible.
(3) legal relations that arise in connection with publicly traded shares in the regulation of this law, in so far as the Act on the securities otherwise.
227. article. (1) the categories of shares shares may consolidate the various rights to: 1) dividends;
2) liquidation quota;
3) of the voting rights in the general meeting.
(2) shares, which secured the same amount of rights, there is one category of shares. If the company has several categories of shares, for each share category must be assigned a different designation.
228. article. Registered shares and bearer shares (1) Shares may be registered shares or bearer shares.
(2) shares resulting from the word right is the person as a shareholder in the register of shareholders of record.
(3) the bearer of the rights is the person who owns the stock.
(4) a shareholder may require the company to convert his own bearer shares the word and vice versa, if the statutory conversion.
229. article. (1) form of shares shares may be in paper form or dematerialised.
(2) the bearer can only be dematerialised.
230. article. The nominal value of the shares (1) the nominal value of the shares is determined by the company's articles of Association and shall be expressed in dollars.
(2) the nominal value of the shares shall be expressed in lats, and it should be shared with the public stock of smaller denominations.
231. article. Preferred shares (1) preferred shares gives special rights to the shareholders in respect of dividends, liquidation quota, as well as dividends and liquidation quotas.
(2) the company may release a preferred shares, if such a type of share for its statutes.
(3) preference shares nominal value total in the company's first two years must not exceed 25 percent of the company's share capital. After a two-year review of the approval of the total nominal value of the shares of benefits may be increased to 100 per cent of the overall total of the nominal value of the shares.
232. article. Shares resulting from the right to (1) the benefits resulting from the share-right down the Statute.
(2) the preferred shares do not give right to vote.
(3) If the shareholder, which owns preferred shares with special rights in respect of dividends received, for two consecutive accounting years not paid dividends or only part of them, the next year, he gets to vote in accordance with the General rules in proportion to his advantage to the amount of the nominal value of the shares.
(4) the acquisition of voting rights does not exempt the company from the obligation to pay no dividends paid, nor does it affect other rights arising from the shares.
(5) a shareholder, which owns preferred shares with special rights as to dividends, voting rights the report loses the last day of the year, during which he fully received the above dividends paid.
233. article. Amendment of the benefits, limitation or cancellation of (1) the shareholders ' meeting, by making appropriate amendments to the statutes, decide on the benefits the amendment of the limitation or revocation as a result of the preference shares.
(2) the first subparagraph of the said decision is in force, if the communication of the adoption vote also the category of holders of preferred shares with a number of votes not less than three-quarters of the total votes in this category.
(3) the second paragraph of this article, the provisions of the preferential share holders agreement should also be the case when it is decided to skip the new preferred shares, which are greater or equal advantages compared to existing preference shares.
(4) in the second and third subparagraph shall not apply in any of the following cases: 1) statutes provide preference shares the holders of the right to pre-emptive emitējamaj preference shares;

2) by issuing preferred shares to date, in the Treaty, the statutes or the rules of the share capital increase is directly specified in this article, the second and third subparagraph shall not apply.
234. article. (1) the shareholders ' register of the registered shares and the holder of the counting Board shall provide the shareholders ' registry books.
(2) the correctness of entries in the register of shareholders by their signature of the authorised person of the Board.
235. article. The register of shareholders of record news (1) record in the register of shareholders: 1) of shareholders: a) the natural person: name, surname, personal code and residence, b) a legal person, the name, registration number and registered office;
2) shares, nominal value, category, serial number, if any, is granted, and of the stock of the number of votes;
3) date when the shareholder made the stock payment in full, or if they are not paid in full, the shares of the due date.
(2) the initial entries in the register of shareholders shall be made in accordance with the particulars set out in the Treaty.
(3) the following entries in the register of shareholders shall be made not later than the next day after the Management Board has received the news about the changes in the composition or the shareholders about the changes in the number of shares owned by shareholders.
(4) on the changes in the shareholders register records the Board submitted to the commercial register authority specified in this registry.
236. article. Entitled to consult the register of shareholders (1) shareholders ' register is entitled to consult the public shareholders, the Board and the members of the Board, the auditor and the competent public authorities.
(2) in the first paragraph, such persons are entitled to receive free of charge an extract from the register of shareholders, which shall, on request, stating the Board authorized person.
(3) a shareholder is entitled to receive the Board authorized a certified extract of the register of shareholders on the suspension shares himself in society.
237. article. Payment of shares shares (1) of the Treaty or the payment of the share capital increase to the extent provided for in the order and within the time limits. The company's articles of association may provide that a company can pay for the shares in full, you can belong only to public employees (staff shares).
(2) the shares of the full Name due date in case of a share capital increase may not exceed a year from the date of the open subscription to shares.
(3) the bearer may not be paid in instalments. It must be paid in full, subscribing to shares.
(4) After the stock due end of the Executive Board shall notify the authority of the commercial stock full pay or pay for the stock.
238. article. Disposal of shares (1) a shareholder may freely dispose of their shares.
(2) the Statute may provide for the transfer of registered shares requires the Board, Council or the consent of the general meeting, as well as the reasons for which this consent may be refused, and the rest of the shareholders ' pre-emptive right to dispose of the shares. Pre-emptive rights period may not exceed one month from the date of the Board of the company filed a notice of forfeiture.
(3) the Book of shares, transfer them to dispose of the acquirer the securities account.
(4) the name of the paper form to dispose of the shares to the transfer marked (endorsement).
(5) registered shares winner announces the acquisition of the shares to the public, at the time applications are submitted, and presented a paper on behalf of the form with inscription of the transfer of shares (endorsements), but the book name in the case of disposal of shares by submitting the seizure and acquiring a joint application or transaction. This is entry in the shareholders ' register in accordance with this law, the provisions of article 235.
239. article. Prohibition to the public to subscribe for its own shares (1) a company may not subscribe for its shares.
(2) a dependent group company may not subscribe to the ruling, the company's shares.
(3) if the company sign a person acting in his own name but on the company's or its dependent society, that person shall be deemed to have signed up for shares on their own account. The agreement, which is contrary to these terms is not valid.
240. article. Prohibition of acquisition of own shares (1) the company may acquire its own shares, unless: 1 the company reduced share capital), excluding the portion of the shares from circulation and deleting them;
2) company acquired their shares in order to protect themselves from substantial direct loss;
3) society gets its staff shares, which in accordance with the articles of association can belong only to public employees;
4) company acquires its own shares, or their dependent mazākumakcionār of the company paying the remuneration in the cases defined by law;
5) company acquires its own shares, acquiring another company or part of it;
6) company acquires its own shares royalty deal;
7) company acquires its own shares inheritance;
8) company acquires its own shares, recover their claims from third parties;
9) move the public shares of its shareholder, the shares not paid over a given period;
the company buys from 10) State or local governments own shares that are issued, replacing the company's tax debts to the State budget or local government with public shares.
(2) the first paragraph of this article 2, 6, 8 and 10 in the case referred to in paragraph company may acquire only fully paid-up shares.
(3) the first subparagraph of paragraph 2 in the case provided for in the company may acquire its own shares on the basis of the decision of the general meeting, provided that the company has already acquired and the nominal value of the shares owned in total not exceeding one tenth of the subscribed share capital of the company. The company said shares may be obtained only if the company's equity exceeds the share capital and the total amount of minimum reserves and the company as a result of the acquisition of shares of equity does not become less than this amount. The decision of the general meeting shall specify the maximum number of shares to be acquired, as well as the period within which the shares to be acquired and which may not exceed 18 months. If the shares are acquired for consideration, the decision also specifies minimum and maximum rewards.
(4) the Person owned the shares of the company, if this person they acquired in their own name, but the public good, as well as the company's shares owned by the company's independent company, considered to belong to this society, where the law provides otherwise.
(5) if the company acquires its own shares, in violation of the provisions of this article, the members of the Executive Board of the culprits responsible for prettiesīg are jointly and severally liable for the payment of the shares.
(6) the results of the acquisition of own shares the company's equity value must not be less than the company's share capital and the total amount of minimum reserves.
(7) the company owned its shares do not give any rights arising from the shares, and these rights are not taken into account in the determination of the quorum of the general meeting and distribution of profits.
(8) the acquisition of own shares of the company reflects the annual report, giving the following information on the reporting year concerned shares acquired: 1) reason for acquisition;
2) number of shares acquired, and the nominal amount of the share capital of shares represented;
3) if shares acquired against payment — the method of payment and the amount.
(9) in addition to the annual report, the eighth part of this article, the particulars referred to in points with the total company-owned your number of shares and the share capital represented.
241. article. Prohibition of financing their purchase of shares (1) forbidden to lend to the public or otherwise to fund third party acquisition of shares of that company.
(2) the first part of this article shall not apply to: 1) credit institutions within the normal commercial activities;
2) where the company pays the staff shares.
242. article. The public-owned their stock transfer and delete (1) if the company acquired own shares in accordance with this law, the provisions of article 240, the movable during the year from the date of acquisition, except for this Act 240. the first paragraph of article 6 paragraph 1 and referred to in the fourth paragraph.
(2) if the society acquired its shares in violation of this law, the provisions of article 240, prettiesīg obtained the seized shares within three months from the date of acquisition.
(3) shares owned by the company, which acquired this law 240 the first paragraph of article 3 in the cases referred to in paragraph shall be employees within six months from the date of acquisition.
(4) if the company disposes of its own shares in the first, second and third subparagraph within the time limits, or when it acquired the shares of this law, the first paragraph of article 240 1. in the case referred to in paragraph, to delete the shares concerned by reducing the share capital in accordance with this law, 262-265. article.
243. article. Conditions under which a society accepts the pledge in own shares (1) the public can take a pledge of the shares of only when they are fully paid.
(2) if there is a violation of this article in the first paragraph of that provision, the members of the Executive Board of the culprits responsible for the full payment of the shares and to third parties for damage.
244. article. Convertible bonds (1) the company may issue convertible bonds, whose fixed-term obligacionār is eligible to be exchanged for shares of that company.

(2) the convertible bonds can be both a name and bearer securities.
245. article. The convertible bond issue (1) the decision on the convertible bond issue adopted by the shareholders ' meeting not less than three-quarters of the members present and voting in the capital.
(2) decision of the convertible bond issue also approved bond issue regulations, indicating: 1) the number of bonds issued one bond nominal value and the total nominal value;
2) bond price;
3) bond conversion period;
4 percent of the company) undertakes to pay obligacionār, and their cost rules (where provided);
5) bonds pay procedures and time limits;
6) the order in which the bonds are exchanged for the shares;
7) obligacionār;
8) other provisions not inconsistent with the law.
(3) Obligacionār convertible bonds obtained after the full payment of the sale price.
(4) the decision on the bond issue to be converted must be submitted to the commercial register authority not later than one month before the release of the bond.
246. article. Convertible bonds Convertible Bonds the pre-emption rights of the shareholders in case of issue have pre-emptive rights to buy these bonds.
247. article. Obligacionār register the holder of Convertible Bonds and the Accounting Board provides the obligacionār registry books. Obligacionār registry entry: 1) news about obligacionār: a) the natural person: name, surname, personal code and residence, b) a legal person, the name, registration number and registered office;
2) each obligacionār holds the bond number, the denomination and the number, if any;
3) news on bond conversion.
248. article. Obligacionār (1) obligacionār of The right, which belongs to the convertible bonds is determined by this law, the Statute and the bond issue.
(2) Obligacionār have the right to consult the public documents in the general meeting and to the extent prescribed. They also have a right to participate in the general meeting without voting rights, and in the cases stipulated by law, the decision making.
Chapter 2-capital increase and reduction in article 249. The right to increase or decrease the share capital (1) capital may be increased or reduced, only on the basis of the decision of the general meeting, the share capital rules up or down and the amendment of the company statutes.
(2) if the company has several categories of shares, shareholders ' meeting on the decision to increase or decrease the share capital vote in accordance with this law, the third part of article 284.
(3) the decision on the increase or reduction of share capital is accepted if for it transferred no less than three-quarters of the shareholders ' meeting in the voting share capital represented.
250. article. The increase of the share capital (1) the company increases the share capital by issuing new shares in accordance with the decision on the increase of the share capital and subscribe to them are discovered.
(2) the share capital can be increased only after the previous emission shares are fully paid-up.
(3) If a new issue shares are paid by property contributions this contribution and for their invaluable expertise to be provided in this law, in article 154.
(4) the Financial contribution in the event of a share capital increase allowed only 254. this law provided for in the second subparagraph of article.
251. article. The shareholders ' pre-emptive rights (1) if the share capital increase to cover the cash investment shares with existing shareholder has a pre-emptive right to buy the new issue of shares in proportion to the shares belonging to him a nominal amount.
(2) if the share capital is increased by issuing only one category of shares, other categories of stock holders can use pre-emption after the pre-emptive right is exercised by the proportionality principle shareholders who already belong to the category of shares.
(3) If all the shareholders of the particular period does not use its pre-emptive rights, new issue shares in the share capital increase in accordance with the procedure laid down in the rules for at least a week to be offered for signing those existing shareholders, which used the pre-emptive rights.
252. article. Notice of shareholders ' pre-emptive rights (1) the notice of shareholders ' pre-emptive rights to the shares of a new issue published in the newspaper "journal".
(2) the public notice of the shareholders ' pre-emptive rights to the shares of a new issue of this law article 273, second paragraph in the order sent to all shareholders registered in the register of shareholders.
(3) if the company has only registered shares, of this article in the publication referred to in the first subparagraph shall not be compulsory, if not otherwise specified in the statutes.
(4) in the first and second part of this communication specifies: 1) company and the legal address;
2) share capital and the share capital increase is planned;
3) categories of shares issued, the number and the nominal value;
4) stock sale price;
5) the period within which shareholders must use pre-emptive rights and which may not be less than one month from the date of publication of the communication or, in the case of registered shares from the date of dispatch of the notice.
253. article. The shareholders ' pre-emptive rights, limitation or cancellation of (1) the shareholders ' pre-emptive rights may not be limited or waived the Statute. Increasing the share capital of this law, in the second paragraph of article 254, in the cases provided for by law, shareholders have no pre-emptive.
(2) the decision of the general meeting of the Organization of the transfer of stock subscription to third parties (article 260, first paragraph) is not considered a pre-emptive rights. These individuals provide the shareholders ' pre-emptive rights.
254. 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 a specific purpose that is 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 convertible bonds;
2) new shares in Exchange for shares of the company being acquired reorganisation;
3) consideration of mazākumakcionār as the stock exchange made prevailing group company;
4) replacement of public debt with its shares (debt capitalization);
5) certain things, they pay their shares with the investment;
6) issue of shares to staff.
(3) the share capital Increase in accordance with the procedure laid down in this article, the provisions of the share capital increase in addition specify the persons who have the right to new shares, as well as the second paragraph of this article 1.-3. in the cases provided for in paragraph 1, the share exchange ratio.
(4) the general meeting, which shall consider the question of the increase of the share capital with a special purpose, the Board provides a rationale for the need for such an increase.
255. article. The staff shares (1) the company may issue shares, which can only be obtained by the public employees (staff shares).
(2) the staff shares may have only registered shares.
(3) the staff of fully paid shares in the company.
(4) staff total nominal value of the shares may not exceed 10 percent of the company's subscribed share capital.
(5) the payment of the public staff, the company's own shares share capital must not be less than the minimum subscribed capital and reserves total.
(6) the staff shares do not give right to vote and the liquidation quota.
(7) Shareholders may not dispose of the shares, and its staff will not enter the heirs.
(8) If an employee ceases employment with the company, an employee-owned shares of the staff go public.
256. article. The share capital increase, replacing the company's debts with its shares in the share capital (1) increases, the capitalisation of debts, increase of the share capital is considered on financial investment.
(2) if the company's share capital is increased by replacing the company's debts with its shares, share capital including those debts which are chosen and replaced with shares of which written consent given to the creditors.
(3) in the first subparagraph, in the case referred to in the company's issued shares, which shall be transmitted to the relevant vendors.
257. article. Increase the share capital (1) capital raising rules specify: 1) the share capital increase goal or reasons;
2 current share capital, shares), the number and the nominal value;
3 the share capital increase) (announced capital);
4) new issue stock category or categories, as well as the rights arising from this category, and the number of shares;
the nominal value of the shares issued of 5), premium, charges and minimum size of the contribution to be made by subscribing to shares;
6) stock payment method (cash or investment property);
7) categories of shares, the number and nominal amount of the payment in the property of which the contribution of each property investment object and its value;

8) stock and the due date of signing with a calculation to each stock should be completely paid not later than one year from the date of the decision on the increase of the share capital;
9) in which existing shareholders pre-emptive right may be used on the new issue shares, if they have such rights;
10) the place and time where and when is the subscription for the shares.
(2) increasing the share capital, with the specific purpose of increasing the share capital should not be specified in the provisions of the first subparagraph in point 8.
258. article. Statement on the share capital increase to shareholders (1) the share capital of the company up the provisions sent to all shareholders registered in the register of shareholders. If the company has issued bearer shares, also notice the increase in the share capital will also be published in the newspaper "Gazette", indicating the place and time where and when you can get acquainted with the increase of the issued share capital.
(2) the provisions of the share capital increase adds it to the document forms that are necessary to allow existing shareholders to exercise pre-emptive rights.
(3) in the cases specified in the law firm prepares the emission prospectus.
259. article. New issue nominal value of the shares and the sale price of a new issue (1) the nominal value of the shares is determined by the increase of the share capital.
(2) for each new issue of shares the shares payable to the sales price, which is determined by the Board, but shall not be less than the nominal value of the shares. The sales price of the shares from the nominal value of the shares, referred to in the third subparagraph, in the case of charges and premium. Share premium may change the Management Board in the share capital increase within the limits specified in the rules.
(3) if the company has accrued the minimum margin, for each stock must pay fees, which also meets at least the minimum of spare parts according to last year's balance sheet come out to each one of the minimum nominal value of shares.
260. article. Subscription to a new issue of shares (1) the community can organize subscribe to a new issue of shares or to entrust it to a third party organization (bank, brokerage, stock exchange for public URu.tml.).
(2) when you sign up for a new issue of shares name, pay at least 25 percent of the nominal value of the shares to sign, all fees and premium, but the rest of the share capital paid up within the rules.
(3) If the share capital increase within the time limit specified in the rules announced in the capital is not fully subscribed, the share issue shall be deemed to have been effected in the amount of the shares subscribed, except where the provisions of such increase in the share capital increase, is not permitted.
(4) if the share issue is recognized as not having taken place, charged the money released to subscribers of shares.
(5) if the share is considered not to have occurred or to have occurred only in the amount of the shares subscribed, the shareholders ' meeting shall carry out the appropriate amendments to the statutes.
261. article. The application of the commercial register authority of the increase of the share capital (1) capital increase After rules specified in the subscription expires, the Governing Board shall submit to the Authority an application for the commercial capital.
(2) the application shall be accompanied by: 1) shareholder meeting minutes excerpt with the decision on the increase of the share capital and the share capital increase;
2 the amendments made to the Statute) the text and full text of the Statute in the new version;
3) proof of share capital the Board pay;
4) documents certifying each property investment appraisal and transfer of the subject company (if the payment was made on financial contribution).
(3) the share capital shall be deemed to have increased with the time when the entry in the commercial register.
(4) not later than five days after the due date of the shares by the end of the Board submitted to the commercial register authority specify the copy of the register of shareholders, which reflected in the share capital of the pay situation following the increase.
262. article. Reduction of fixed capital (1) capital reduction: 1) itself, acquiring its own shares, also below their face value, and deleting these shares the nominal value total;
2) deleting shares which have submitted a shareholders;
3) by reducing the nominal value of the shares.
(2) the principal must not be reduced under this law, article 225 laid down in the first subparagraph.
(3) in the event of a reduction of share capital the share capital is reduced to the first company-owned your shares.
(4) in the event of a reduction of fixed cost to shareholders of the company the value of the shares acquired may be only after you have fully made this law, as laid down in article 264 of the creditor protection measures.
263. article. Fixed capital reduction provisions (1) the share capital reduction rules specify: 1) the share capital reduction cause;
2 reduction of the share capital);
3 the share capital reduction);
4) number of shares that you want to delete or reduce the nominal value of the shares;
5) transfer of shares or Exchange;
6) if part of the share capital to pay back shareholders, — the cost of regulations.
(2) a notification concerning the reduction of the issued share capital of CR to be sent without delay to the authority. Notice of the general meeting shall be added to the Protocol statement with the decision on the reduction of the share capital and the share capital reduction.
264. article. Creditor protection in the event of a reduction of share capital (1) within five days after the decision on the reduction of the share capital, the Management Board shall send a written notification of the reduction of share capital and the new size of the share capital of all known creditors of the public right of action against the company incurred before the decision was taken for the reduction of the share capital.
(2) notice of the decision on the reduction of share capital the Board publishes the newspaper "journal". The notification shall specify the period within which you can apply to be a vendor wishing to receive support. The notification shall specify the period of application of the claims of creditors, which may not be less than one month from the date of publication of the notice.
(3) the Society shall provide security vendors who are logged on to the specified time limit (except for guard vendors provide the amount of the claim).
265. article. The application of the commercial register authority of the reduction of the share capital (1) following the end of the period of application of the claims of creditors and claims are provided, the Management Board submitted to the commercial register authority application for reduction of the share capital. The application shall be accompanied by the text of the amendments made to the Statute and the text of the Statute of a full new version.
(2) the Board shall certify the provision of vendors or their recovery.
(3) application to the commercial register submitted to the authority no later than six months from the date of the decision on the reduction of the share capital.
(4) the share capital shall be deemed reduced by day, recorded in the commercial register when the new size of the share capital.
Chapter 3 organisational structure of society, article 266. The governing bodies of the public administration of the company's shareholders ' meeting, the Governing Council and the Executive Board.
267. article. Shareholders ' meeting (1) their right to participate in the management of the company shareholders exercise the shareholders ' meeting.
(2) be convened in ordinary and extraordinary shareholders ' meeting.
268. 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) Council members, election of Auditors and liquidators and revocation or cancellation;
4) action against the Board and 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) the amendment of the public;
7) share capital increases or decreases;
8) company's securities emissions and conversion;
9) remuneration of Board members and Auditors;
10) termination or continuation or reorganization of society.
(2) the shareholders ' meeting shall adopt decisions on other matters only if it is provided for by law.
269. article. Ordinary shareholders meeting (1) the ordinary general meeting shall decide on the annual report of the Executive Board and the Council, a report on last year's earnings, as well as the use of other its agenda included issues.
(2) the ordinary general meeting shall be convened by the Board each year. Calling a routine meeting, must comply with the statutory time limit for the approval of the annual report.
(3) If the Board has no current shareholders meeting within the prescribed time limit, it may be convened: 1);
2) commercial body;
3) liquidators.
(4) the commercial register Authority convened another shareholders meeting by one or more of the shareholders the shareholders request, if it has not done the public Board or Council.
270. article. Extraordinary shareholders ' meeting (1) extraordinary general meeting shall be convened by the Management Board on his own initiative or at the request of the Board, auditor or shareholders who together represent at least one-divdesmitdaļ of the voting share capital of the company, if the Statute does not provide for a smaller representation.

(2) the extraordinary general meeting convened in the request the sponsor 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 it to the auditor.
(3) the Management Board shall issue an emergency shareholders meeting be convened no later than 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 may convene others referred to in the first paragraph of the body and the person or institution in the commercial register.
271. article. † the convening of the general meeting, if the company finds itself in financial difficulties if the equity is less than three-quarters of the company's subscribed share capital, the Board shall immediately notify the Council and no later than a month convene a shareholders meeting. The shareholders ' Meeting decides to increase the equity capital of around or adopt one of the following decisions: 1) on the reduction of the share capital;
2) of the company's winding up and liquidation or reorganization;
3) for bankruptcy (if found signs of insolvency).
272. article. Convocation shareholders ' meeting expenses expenses associated with the convening of the shareholders ' meeting, shall be borne by the company.
273. article. The arrangements for convening the general meeting (1) notice of the convening of the shareholders ' meeting put for not later than 30 days before the shareholders ' meeting.
(2) notice of the convening of the shareholders ' meeting to be put: 1) if the company has bearer shares — publication of a notice in the newspaper "Gazette" and yet in at least one newspaper;
2) if the public is also the name of the stock or shares only in name, in the register of shareholders, send a recorded written communications to shareholders.
(3) the notification shall specify: 1) company and the legal address;
2) meeting location and time;
3) meeting (ordinary or extraordinary meeting);
4) institution, which shall convene the meeting;
5) actions that must be taken before a meeting of shareholders, so that they can participate and vote;
6) of the Statute, provisions on the participation of the representatives of the shareholders ' meeting (if the bylaws provide for such conditions);
7) agenda;
8) the place and time where and when shareholders may get acquainted with projects of decision meeting agenda includes issues, as well as with other issues under consideration at the meeting.
(4) the notice sent to the shareholders, which indicates the third part of this article: 1. the information referred to in paragraph 7 and shall be accompanied by a draft decision on the agenda of the meeting.
(5) the shareholders have the right to draft decisions free of charge.
(6) If the general meeting is intended to amend the statutes of the society, meeting the draft decision specifies which of the points proposed in the statute be declared unenforceable or amend, and this new version of the paragraph.
274. article. The agenda of the general meeting (1) the general meeting agenda items to be determined by the person or body that proposes to convene a meeting.
(2) shareholders representing at least one divdesmitdaļ of the voting share capital of the company shall be entitled, within seven days from the date of publication of the advertisement or the five days of the date of receipt of the notification, request the institution, which shall convene a shareholders meeting, additional issues into the agenda of the meeting.
(3) the management board or other body which shall convene a shareholders meeting, additional issues included on the agenda of the general meeting and announcing them as notice of meeting be convened not later than fourteen days before the meeting.
275. article. The general meeting of shareholders meeting eligibility is entitled to make decisions independent of the voting share capital represented.
276. article. General Meeting pending questions (1) the general meeting may adopt decisions only on agenda issues specified in the publication or notification of the convening of the meeting, except for the second and third subparagraphs above.
(2) If the general meeting all the voting share capital represented, it is considered eligible, regardless of the time and type. This meeting may also discuss the agenda included issues and not to take those decisions when it unanimously agree to all voting shareholders.
(3) the general meeting may adopt decisions in such matters (even if they have not been included in the agenda): 1) Council members, the liquidator or auditor for the revocation;
2) bringing to the Council and the members of the Management Board, Auditor, liquidator or if in the meeting addressed the question of the company's annual report;
3) new meeting convocation.
(4) If a shareholder for at least seven days before the general meeting a written request, shall submit to the Management Board, the Management Board must provide him with all the necessary information on all the items on the agenda issues. The Board may refuse to supply such information only where there are 283. this law provided for in the second subparagraph of article causes. Disputes between shareholders and the Board on these matters settled the shareholder meeting.
277. article. Participation in the meeting of shareholders (1) shareholders may participate in the general meeting and personally, with both representatives. Power of attorney to be in writing and meeting minutes. Power of attorney shall be submitted to the meeting. Special power of Attorney is not required of persons who represent shareholders on the basis of the law. These people present a document certifying their authorisation.
(2) the Board and Council members, as well as the auditor's responsibility to participate in shareholder meetings.
278. article. The list of shareholders (1) not later than three days before the shareholders ' meeting the Board shall draw up a list of shareholders, which is available for the shareholders.
(2) the list shall indicate: 1) shareholder and his representative (if you have authorized) name, surname, personal code, but the entities name and the registration number;
2) shareholder of the shares, the number and the nominal value of categories;
3) of shareholder shares the resulting suspension.
(3) Before the opening of the general meeting the Board shall draw up the list of shareholders who attend the meeting, pointing to that referred to in the second subparagraph of article news.
(4) the Board authorized person signature of shareholder list and preceding the first vote of the shareholders present.
279. article. Shareholders ' voting rights (1) each paid the minimum voting age in par value of the shares entitling shareholders meeting to one vote. Shareholder's right to vote according to their belonging to the voting shares of the nominal value of the total.
(2) If the general meeting to decide the issue of termination of the public, this question in deciding whether the right to vote is also preference shares holders.
(3) if the shareholders ' meeting to decide questions about the reorganization of the company, the share capital increases or decreases, or for the amendment of the articles of Association, the right to vote are also the holders of the preference shares, if such issues may affect their rights.
Article 280. Restrictions on voting rights (1) the statutes may provide that the right to one vote gives a certain amount of the nominal value of the shares, if these provisions of the Statute have been in place before the issue of shares.
(2) a shareholder may not vote if: 1) he is a member of Council or Board or liquidator, — deciding on his withdrawal, the expression of no confidence in him or bringing to him;
2) decision is taken with regard to the right that society can be used against him;
3) decision is taken on his release from obligation or liability towards the company;
4) is approved the deal between him and the company.
(3) voting rights of shareholders are limited in other cases stipulated by law.
281. article. Shareholder relationship invalidity shall not apply to obligations of shareholders assumes: 1) always execute a society or its institutions instructions;
2) always to accept the proposal of the firm or of its bodies;
3) vote to make their treatment dependent on rewards.
282. article. The meeting minutes of shareholders (1) shareholders meeting opened by the President of the Council or his or her Deputy, or the official of the commercial law article 269 of the third subparagraph of paragraph 2 and in article 270 of the fourth case referred.
(2) After the opening of the general meeting of shareholders shall elect the voting meeting.
(3) the general meeting, on a proposal meeting elected by vote counters.
(4) the general meeting, on a proposal meeting the Secretary of the meeting shall be elected (Registrar).
(5) the shareholders ' meeting elects two voting shareholders, demonstrating the correctness of the Protocol of the meeting.
(6) the general meeting, the voting public, except when the secret ballot request voting shareholders representing at least one tenth of the voting share capital.
283. article. Shareholders ' meeting to be news (1) it is the duty of the Board after the shareholders ' request to provide details of the meeting to the economic situation of the company to the extent that this is necessary for the relevant item on the agenda for review and objective decision.
(2) the Board may refuse to provide information only if: 1) the disclosure could cause significant losses for the company or its business partners;
2) this information cannot be disclosed in accordance with the law or the statutes.

(3) even if there is the second part of the above circumstances, the Board may refuse to provide information about: 1) the company's profits and losses;
2) solvency of the public;
3) further development of the company's strategy and prospects.
(4) disputes concerning the refusal of the Board to disclose the news settled a shareholders ' meeting.
284. article. Decisions of the general meeting (1) the shareholders ' meeting shall take decisions by voting present and a majority of the shareholders, if the law does not specify a larger number of votes.
(2) decisions concerning the amendment of the articles of Association, capital changes, the convertible bond issue, the company's reorganisation and termination or continuation of the meeting of shareholders shall be adopted if they passed not less than three-fourths of the members present and voting of shareholders ' votes.
(3) if the company has several categories of shares, the decision in question, which concerns the class of shares concerned the rights of shareholders are adopted, subject to the vote of each class of shares, the shareholders concerned by the statutory majority of shareholders present, each such shareholder group.
(4) the decision of the shareholders ' meeting relating to the company, its Board and members of the Management Board and shareholders are in effect with the time of its adoption of this decision or, where the law does not set another deadline for the entry into force of the decision.
285. article. Meeting of shareholders (1) shareholders ' meeting shall state: 1) company;
2) the general meeting location and time;
3) signed by the company share capital, paid share capital the share capital and voting rights;
4) general meeting represented share capital and votes of shareholders present and voting;
5) meeting, a Secretary, and a shareholder vote, the confessor of the correctness of the protocol — first name and last name;
6) meeting agenda;
7) agenda of the consultation process and content;
8) decisions by selecting for each decision of the "for" and "against" votes;
9) Council and Board members, auditors, liquidators or shareholder objections.
(2) the minutes shall be signed by the head of the general meeting and Secretary, as well as two shareholders meeting elected — so the correctness of the Protocol.
(3) the Protocol shall be accompanied by a list of the shareholders, in accordance with the law, and article 278. documents relating to the convening of the general meeting.
(4) shareholders are entitled to inspect the minutes and the documents annexed thereto and receive free of charge a copy of or an extract.
286. article. Recognition of the decision of the general meeting of the shareholders ' meeting decision of the Court may be declared void if: 1) it is contrary to the objectives of the society, public interest and morality;
2) it infringes upon the rights of third parties;
3) it is contrary to the law or the statutes;
4) violated the law or the Statute provisions on the convening of the meeting and the related notification messages;
5) was unlawfully denied the shareholder to participate in the meeting;
6) shareholder was unlawfully denied the decision to review the projects to the list of shareholders who attend the meeting, and the minutes of the meeting of shareholders;
7) shareholder was wrongly refused to give him the required information, if it significantly influenced his position in the matter;
8) have not been complied with at the meeting voting rules and it is significantly affected the voting results or not complied with the provisions of the Act in relation to the number of votes cast;
9) of this Act are not satisfied 284. referred to in the third subparagraph.
287. article. Persons who have the right to bring a court action (1) take legal action for the recognition of the decision of the general meeting of void can: 1), the Council, the Executive Board or their individual members, as well as the auditor;
2) any shareholder — this law, article 286 1., 2., and 3. the cases referred to in paragraph 1, if he voted against arguably the decision and demanded it be taken, but if voting was by secret ballot, said opposition to the disputed decision and demanded it be taken;
3) shareholder who has not participated in the meeting, — this law, article 286 (4) and (5) in the cases referred to;
4) shareholders, who had refused to consult the documents, stipulated by law — this law, article 286, paragraph 6 of the case;
5) shareholder who wrongly refused to give him the required information, and the Court acknowledged the message not on unfounded — this law, article 286 7. in the case referred to in paragraph 1;
6) shareholders, who were not given the opportunity to vote or who contests the other shareholders the right to vote or otherwise challenge the voting procedure — this law, article 286, paragraph 8, case;
7) interested shareholder — this law, article 286, paragraph 9, case.
(2) the first subparagraph of this article 4, 5 and 6 in the cases provided for in paragraph 1 the shareholder is entitled, if the requirements of this resolution the shareholder vote voting results.
288. article. Proceedings (1) the requirements for the lifting of the recognition of the decision of the general meeting is it three months from the date of the meeting.
(2) where the path to which the shareholders were denied to participate in the prettiesīg general meeting, bringing the deadline is three months from the date on which he became aware, or should have to know about the decision of the meeting, but not more than one year from the date of the meeting.
(3) a claim for the recognition of the decision of the general meeting about the case against the company.
(4) if the Board or the road Board Member, Community Court represents the Council.
289. article. The order in which comply with the Court's ruling on the decision of the general meeting a declaration of invalidity (1) ruling on the decision of the general meeting of the invalidity of the Court ruling into lawful effect sent to the commercial register Office.
(2) if the Court finds the decision of the general meeting of the void, the company must submit an application to the commercial register authority for amendment of the entry, which made, on the basis that the decision of the general meeting.
290. article. The responsibility for the decision of the general meeting of the unjustified contesting for losses incurred by the public of the decision of the general meeting, the opposition is not substantiated the applicants jointly and severally responsible, if they claim to originate.
291. article. The Council, the Council is a public oversight body representing the interests of the shareholders meeting, in the meantime, and this law and within the limits set in the statutes shall monitor the operation of the Board.
292. 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 monitor the public things to be sorted according to the law, the statutes and the decisions of the general meeting;
3 to examine society) annual report and Board proposal for the use of profits and, together with its report, submit them to the general meeting;
4) 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;
5) confirm the transaction between the company and Management Board or auditor;
6) consider any matter which is within the competence of the general meeting or by the Board members, it is proposed in the consultation meeting, and give an opinion about them.
(2) shareholders who together represent at least one-tenth of the voting share capital of the company shall have the right, with reasons, in writing, request the Council to examine the functioning of the Board. If the Council such month shall not be made or does not respond, the shareholders have the right to refer the matter to the general meeting.
(3) the Council shall submit to the general meeting a report assessing company performance and the Board's report, as well as, if necessary, make proposals for improving the functioning of society.
293. article. Of the Council (1) the Council shall have the right at any time to request a review of the Board of the company's position and to get acquainted with all the activities of the Board.
(2) the Council shall have the right to inspect public records and documents, as well as to all the public and property.
(3) the Council may delegate to any of its members or to ask an inspection or issue a separate clearance of external expert.
(4) the Council shall have the right to convene a general meeting or ask them to convene the Board, if the public interest so requires.
(5) the Council shall not have the right to decide issues that are within the competence of the Board.
294. article. The consent of the Governing Board of the Council for action (1) the statutes may provide that important question in the Board decision requires the consent of the Council. On such important issues considered are: 1) the acquisition of other companies, they increase or decrease;
2 acquisition or disposal);
3) real property acquisition, disposal or shifting to a case law;
4) affiliates and representative offices opening or closing;
5) close above the satūto or the amount specified in the decisions of the Council;
6) the lending that is not related to the ordinary business of the company;
7) service of public credit to employees;
8) new experience launching and termination of existing activities;
9) General operating principle.
(2) the company shall, in its statutes may provide for any other matters that, in the decision, the Governing Board must receive the consent of the Council.

(3) if the Council rejects a proposal from the Executive Board of the first and second questions referred, the Governing Board shall have the right to convene an extraordinary meeting of shareholders, which shall take a decision in the matter.
(4) the fact that the Board has not received the assent of the Council, are not binding on the third party. The fact that the promulgation of relevant provisions of the statute or existence is not a sufficient basis for the recognition of this fact on the binding third party except when the person knew that the necessary consent of the Council, and that it is not a given.
295. article. The composition of the Council (1) The Board may only be incapacitated individual.
(2) The Board may not be: 1) this society Board Member, the Auditor, prokūrist or komercpilnvarniek;
2 the dependent society) member of the Board or a person authorized to represent the dependent company;
3) a person who is already a member of the Council in six other corporation.
(3) the Statute may provide for stricter limits, Council member.
(4) the minimum number of Council members is three, but, if the company's shares are in public circulation, — the minimum number of Council members is five.
(5) the maximum number of members of the Council of twenty.
(6) a member of the Council may not delegate his duties to another person.
296. article. Election of the members of the Council and a withdrawal of (1) the Council is elected for a period of not more than three years.
(2) the Board may not be elected without his written consent to be a Council member. Written consent of the nominee Council members indicate possible law and statutes, certain obstacles to the position or that he is not of such barriers.
(3) the Council shall elect the post no more than the term of Office of the Council. Board may be re-elected.
(4) a shareholder or group of shareholders are entitled to nominate their own candidates for election to the Council with a statement to shareholders or shareholders, the Group's voting capital represented by sliding, the number of candidates for each of the candidates would have no less than five percent of the shareholders ' meeting voting capital represented. Each such nominated candidate is included in the electoral list of the members of the Council.
(5) voting takes place simultaneously on all the listed candidates, Council members and a shareholder is entitled to transfer all their votes for one or more of the listed candidates in any proportion in whole numbers.
(6) the Council shall be considered elected On the people that got the most votes, subject to the statutory maximum number of members of the Council. If two or more of the members of the Council the candidates an equal number of votes and therefore can not determine which of them shall be considered elected, the question to be decided by vote of the general meeting of each of these candidates and the elected candidate who deemed the vote again won the largest number of votes.
(7) the Board may at any time withdraw from the post by the decision of the general meeting.
(8) the Council member can leave the Office at any time by giving notice to the public.
(9) If a member leaves or is removed from Office before the expiry of the term of the Council, the Group of shareholders who elected a member of the Council, acting by a simple majority, elect a new Member for the remainder of the term of Office of the Council.
(10) on the changes in the composition of the Board the Board shall report to the commercial register authority a list of the members of the Council and the relevant decision of the general meeting or the Board in a statement.
297. article. The Council (1) the members of the Council shall elect from among its members the Chairman of the Board and at least one Deputy.
(2) the Deputy Chairman of the Council shall carry out the duties of the Chairman only if the President of the Council is absent (illness, travel, vacation, URu.tml.), or given the task.
298. article. Convening of meetings of the Council (1) the Council shall be convened by the President of the Council, but in his absence, his Deputy or as required, but not less frequently than quarterly.
(2) the right to request the convening of the meeting of the Council's Member for each Council, as well as the Executive Board meeting is convened, motivating the need and purpose.
(3) If the President of the Council of the request for the convening of the meeting of the Council does not meet two weeks from its receipt, the convening of the meeting sponsor has the right to convene a meeting of the Council, explaining the circumstances of the case.
299. article. The adoption of the Council decision (1) the Council shall be valid if they are sitting on more than half of the members of the Council. If the Council is less than that of members laid down in the statutes, the quorum will be at the statutory number of members of the Council.
(2) the Council shall adopt its decisions by a simple majority of the members present and, if the statutes do not set larger majority.
(3) a member of the Council, which does not participate in the meeting of the Council, you can cast your vote in writing, submitting it to another Council member. Cast your vote by telephone or other means will be permitted only if the means of communication used allows the members of the Council at the same time to participate in the record and decision making.
(4) the Council meeting are recorded. The Protocol specifies: 1) company;
2) Council meeting time and place;
3) sitting members;
4) agenda items;
5) agenda of the consultation process and content;
6) the results of the vote, giving the Board members vote "for" or "against" for every decision;
7) decisions.
(5) if the Member does not agree with the decision of the Council and vote against it, his the different at his request for a Council meeting to record.
(6) minutes of meetings of the Council shall be signed by the person who chaired the meeting of the Council.
300. article. Remuneration of the members of the Council shall determine the remuneration of the members of the Council meeting of shareholders.
301. article. The Executive Board (1) the Board is the executive body of the company, which manages and represents the public.
(2) the management board manages the company and managed things. It is responsible for the company's commercial activities, as well as on the appropriate accounting rules.
(3) the Management Board shall manage the assets of the company and its funds are handled according to the law, the statutes and the decisions of the general meeting.
302. article. The Board's right to manage the Society Board members run the company only jointly.
303. article. Right of representation of the Board (1) the members of the Management Board shall represent the company jointly, unless the statutes stipulated that society represents one of the Board members or the number of members of the Management Board jointly or separately. One or more members of the Board of Directors of separate or joint representation is valid with respect to third parties only if it is explicitly and clearly defined statutes and recorded in the commercial register.
(2) the right of representation of the Board with respect to third parties cannot be restricted. Statutory right of members of the Management Board to represent the company jointly or individually are not considered to represent a restriction of the Board for the purposes of this article.
(3) in relation to the public members of the Board must respect the limits of representation in the articles of Association, shareholders ' meeting and the decisions of the Council.
304. article. The composition of the Board (1) the Board must be composed of at least three Board members.
(2) The Management Board may be only a natural person in a lawsuit.
(3) the Management Board may not be: 1) member of the Board of that company;
2 the Auditor);
3) a person who by court decision, has been deprived of his right to the type or all types of commercial business;
4) Group businesses in the ruling Council.
(4) the Statute may provide for the Board members to apply stricter limits.
(5) not less than half of the members of the Management Board must be persons with permanent residence in Latvia.
305. article. Election of Board members (1) members shall be elected by the Council.
(2) the Management Board may not be elected without his written consent to be a Board member. Written consent of candidate Board members noted potential obstacles to the position in accordance with this law, 304 and article 309 or. that such barriers are not him.
(3) the Management Board shall be elected for three years, if the Statute does not provide for a shorter period of time. Member of the Executive Board may be re-elected.
(4) the Chairman of the Board from among the members of the Board shall be appointed by the Council.
(5) if provided for in the statutes, the Council shall elect one of the candidates or members of the Board of Directors of several candidates that took the place of former Board members. To the members of the Management Board candidates subject to the same conditions for the election and restrictions which apply to Board members.
306. article. Recall of Board members and their right to leave post (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, the gross obligation, failure to act or statutory obstacles to this position or meeting of shareholders expressed no confidence in.
(3) the Board may at any time submit to the public notice of appointment of Board members leave.
307. article. Notification of changes in the composition of the Management Board changes in composition of the Board the Board applying commercial register authority a list of the members of the Management Board and the relevant decision of the Council or the Executive Board statement.
308. Remuneration of the members of the Board (1) the Board shall receive remuneration corresponding to his burden and the economic realities of society.
(2) the amount of remuneration for the members of the Board shall be determined by the Council.

309. article. Restrictions on the public Board members (1) in addition to this law, and article 171.304. 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) If the Board does not comply with the first paragraph of this article, the rules, the company can require from his compensation for damage suffered. In this case the dispute settled in court.
(3) If public interest collide with some of the members of the Management Board, his spouse, relative or brother-in-law of interests up to the second degree of kinship and affinity to the first stage, the question shall be determined by the Board meeting in which the Board Member concerned is not a vote, it's a recordable Board meeting minutes. The Executive Board shall have responsibility for these interests to announce before the opening of the meeting of the Board. Board Member that violates these requirements, is responsible for the damage caused to the public.
310. article. Decisions of the Executive Board (1) the Management Board is valid, if they are participating in the meeting, more than half of the Board members. If the composition of the Board is less than that of members laid down in the statutes, the quorum will be at the statutory number of members of the Board.
(2) the Management Board shall take its decisions by a simple majority of the members present and, if the statutes do not set larger majority.
(3) the Board is recorded. The Protocol specifies: 1) company;
2) Board meeting time and place;
3) sitting members;
4) agenda items;
5) agenda of the consultation process and content;
6) the results of the vote, giving each of the Board members vote "for" or "against" for every decision;
7) decisions.
(4) If the Board does not agree with the decision of the Board and vote against it, his the different at his request a writable Board meeting minutes.
(5) the Board minutes of meetings shall be signed by the Chairman of the Board, the Registrar and all members of the Board participating in the meeting.
311. article. Report of the Executive Board (1) the Board has a duty to provide quarterly written report on its activities to the Council at the end of the year, the shareholders ' meeting. The report reflects: 1) business results of the company;
2) economic situation, profitability, turnover and movement of securities;
3) conditions which may affect the company's financial position;
4) planned commercial policies of the company in the next reporting period.
(2) the Management Board shall inform the Council also on other important aspects of the operation of society.
Section XIV and termination of the CORPORATION liquidation article 312. The Corporation's termination of the Foundation of a Corporation (hereinafter in this section – the company) shall terminate: 1) with members of the decision;
2) with court ruling;
3) the opening of bankruptcy proceedings;
4) the expiry of the statutory deadline (when the company was founded for a specified term);
5) reaching the objectives laid down in the statutes (where the firm was founded by specific objectives);
6) other law or statutory cases.
313. article. Dissolution of society, based on the decision of members (1) the decision on the termination of the public accepts members meeting.
(2) the Board has an obligation to give the participants an overview of the previous financial year and of the company during the year.
(3) the operating statement shall indicate the period in which the company can satisfy the claims of creditors.
314. article. Dissolution of society on the basis of a court order (1) the company may be terminated on the basis of a court ruling if: 1) the company's instruments of incorporation is in conflict with the law;
2) the company's share capital does not meet the requirements of the law;
3 the company shall not submit to the commercial register), the authority or statutory documents;
4) participants are not decided on the termination of the company where they had to do so by law or statute;
5) for more than three months is not a representation of the Board (the third part of article 224 and article 305 part three);
6) in other cases stipulated by law.
(2) the Court of Justice can bring a Board, Council, Board Member, Member, commercial register authority, as well as other legal persons.
(3) the commercial register authority may take legal action if the company within three months of receipt of the written warning not prevented breaches specified.
(4) until a decision is taken on the termination of the company, the Court may set a time limit within which the company must eliminate the deficiencies which are the basis for the termination.
315. article. The company's termination of the bankruptcy case, the order in which the company is terminated in the event of bankruptcy, the single act.
316. article. Continuation of activities after the expiry of the attainment or when the instruments of incorporation of the company or is the duration of a specific objective, participants can decide on the continuation of activities or reorganisation of the public and to make the necessary amendments to the founding documents.
317. article. Liquidation of the company in the event of cessation of its liquidation takes place, where the law provides otherwise.
318. article. The appointment of liquidators (1) liquidation shall be carried out, if the members of the Board, the meeting of participants in the statutes or court ruling the decision provides otherwise.
(2) If the liquidator is appointed by the members ' meeting, it shall determine the remuneration of the liquidator and the cost of the order.
(3) if the undertaking is terminated on the basis of a court ruling, or if so requested by the participants, representing not less than one tenth of the share capital, the liquidator shall be appointed and his consideration about and order determined by the Court.
(4) one can be appointed liquidator or more liquidators.
319. article. Liquidator sliding requirements (1) The liquidator may be incapacitated individual.
(2) the liquidator must be a person with permanent residence in Latvia.
320. article. The application of the company's winding up and liquidation (1) the decision on the termination of the activities of the Management Board within three days from the date of its adoption for the commercial register submitted to the recorder. The application shall be accompanied by: 1) Member meeting minutes excerpt with the decision on the termination of the company;
2) of the Act referred to in article 8 of the liquidator;
3) notarized sample signature of the liquidator.
(2) if the undertaking is terminated on the basis of a court order, the Court shall send the relevant ruling of the entry in the commercial register. The liquidator within three days after the entry into force of the judgment submitted to the commercial register to the authority in the first part of this article 2 and 3 referred to in news and documents.
(3) If a winding-up shall be made members of the Executive Board, this fact shall be stated in the application or court ruling, and it is not necessary to add the first part of this article 2 and 3 of the above items, and documents.
321. article. Revocation of liquidators (1) Liquidators may be revoked by a decision of the meeting of members.
(2) the liquidator may be revoked by a court on the basis of the participant's or third party's application, if there are important reasons.
(3) the liquidator appointed by the Court can be reversed only with a court order, on the basis of the participant's or third party's application, if there are important reasons, while appointing a new liquidator.
(4) the decision on the cancellation of the new liquidator shall provide the liquidator of commercial authority within three days from the date of the decision.
322. article. Rights and duties of liquidators (1) Liquidators shall have all of the Governing Board and the rights and duties of the Council, which is contrary to the purpose of liquidation.
(2) the liquidator shall recover debts, including the amount owed to the public on non-paid-in capital through the sale of public assets and satisfy the claims of creditors.
(3) the liquidator may conclude only the transactions necessary for the liquidation of the company.
(4) When the liquidation of the company through several liquidators, they have the right to represent the company only jointly. The liquidator may authorize one or more persons from among the individual or separate actions.
(5) the liquidator's representative restrictions which are not defined by law, is not binding on third parties.
(6) at the time of Liquidation of the company accompanied by the word "liquidation".
323. article. The bankruptcy filing was in the course of liquidation, it is found that the liquidation of the company property is insufficient to satisfy all justified claims of creditors, the liquidator must submit an application for insolvency law.
324. article. Vendor information (1) the authority to kill the commercial company invoice article 11 of this law in accordance with the procedure laid down in the notice announcing the termination of the public and the opening of winding-up proceedings.
(2) the liquidator shall send a notice of the opening of winding-up proceedings of all known creditors of the company.
(3) the first and the second part in that notice of the company to invite to sign up their claims within three months from the date of publication of the notice, if the decision of the meeting of members or of the public judgment of dissolution is stipulated more vendor login.
325. article. Claim notification

Vendors log on a given period the liquidator their claims against the company. Claims claims appearing on the content, basis and amount of the claim and the supporting documents.
326. article. Opening balance of liquidation By creditors for the expiration of the liquidator shall draw up a public liquidation opening balance.
327. article. Creditor protection (1) if the creditor fails to communicate its claim, does not accept or even a performance not carried him the entire amount is deposited in court.
(2) there is a dispute, the creditor's claim to public property can be allocated among members only if the creditor is secured.
328. article. Closing balance sheet 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 the balance sheet and the closing of public distribution of the remaining assets of the plan, which establishes the liquidation quota.
(2) the closing of the liquidation balance sheet and the company's remaining Division of plan checks the auditor. Society with limited liability auditor's examination is to be carried out, if in accordance with the articles of Association provides that the auditor checks the company's annual report, or if it decides the participants in the meeting.
(3) the liquidator shall send to all members of the closing balance sheet and the winding-up the company's remaining assets allocation plans. Announcement for shareholders will be published in the newspaper "Gazette", indicating the place where salvage is available for closing balance and public remaining Division of the plan.
(4) if the closing balance of the liquidation of the remaining assets of the company and the distribution plan has violated the law, the statutes or the decision of the meeting of members, the Court shall, on the basis of the requirements of the person concerned, may decide on the new closing balance of liquidation of the company's remaining assets and distribution plan or additional liquidation activities. Bringing the deadline is two months from the date of the closing balance of the liquidation of the remaining assets of the company and the distribution plan is sent to the participants, but in relation to the holders of bearer shares: two months from the date of publication of the notice.
329. article. Public documents of the liquidator shall take the necessary steps to organize the public document and transfer to the national archives. Expenditure related to the document and the transfer of archives, are paid from the assets of the company.
330. article. The public distribution of the remaining assets (1) public property remaining is distributed among the members in accordance with the liquidator of property distribution plan drawn up in proportion to each Member's share, if the founding documents otherwise.
(2) goods may be divided into not more than six months after the date of publication of the notice of termination of the company, and two months from the date of the closing balance of the liquidation of the remaining assets of the company and the distribution plan is sent to attendees or notice of the opportunity to become acquainted with them are published (if the law requires it).
(3) the Court may authorize the public distribution of the remaining property before the second part of this article, the deadline, if it is not caused losses to creditors.
(4) the cost of players is made in cash, if not otherwise specified in the statutes.
(5) the liquidator may not sell the property, if it is not required to satisfy the claims of creditors and laid down in decision of the company's dissolution.
331. article. The continuation of the activities (1) where the company being wound up, on the basis of the documents establishing the rules for termination or decision of the meeting of members, members to the Division of the beginning of May to make a decision about the continuation of the activities or reorganisation of the company. The decision shall be deemed to be accepted if for it vote present players with a number of votes provided for in the decision of the company's dissolution.
(2) the decision on the continuation of the activities of the company, while the company's Board to be created and the Council, as well as the company's share capital is reduced according to the remaining possessions. If the remaining value of the property is less than the statutory minimum share capital of the company, participants in the meeting shall decide on the increase of the share capital.
(3) the liquidator shall submit an application for the institution of the commercial going concern. The decision on the continuation of the action shall enter into force after its recording in the commercial register.
332. article. Removal from the register of companies (1) after the company's remaining Division of the liquidator shall submit to the institution of the commercial application for completion. The application shall be accompanied by the balance sheet and the closing of the liquidation of the remaining assets of the society the distribution plan, as well as the opinion of the Auditor (if was the auditor's examination).
(2) the liquidators shall certify that: 1) closing balance of the liquidation of the remaining assets of the company and the distribution plan is challenged in court or that the claim has been rejected;
2) all claims of creditors are satisfied or them for money is deposited;
3) public documents are deposited in the archive.
333. article. Liability of liquidators (1) Liquidators shall be responsible for the fault of his own injury.
(2) If there are several liquidators, they're on their own fault for damage responsibility jointly and severally.
(C) the part of a company REORGANIZATION in title XV of the REORGANISATION of COMPANIES general rules article 334. The reorganisation concept and types (1) company (within this section: Community) can reorganize the merging, splitting or transformation.
(2) companies involved in the reorganisation process may be of the same type or different types of companies, where the law provides otherwise.
335. article. (1) merger merger can happen as addition or fusion.
(2) is the process by which a company (the company being acquired) shall transfer all of their assets to another company (the acquiring company).
(3) the Convergence is a process in which two or more companies (the company being acquired) shall transfer all their belongings encountered a company (the acquiring company).
(4) in the case of a merger the company being acquired ceases to exist without liquidation process.
(5) in the case of a merger that the rights and obligations of the public go to the acquiring company.
(6) in the case of a merger of the company that you want to add members or members (hereinafter in this section — members) become members of the acquiring company.
336. article. Company split (1) Division is the process by which a company (the company) transferred their belongings to the public one or more other companies (the acquiring company) the break-way.
(2) in the case of Splitting the company being divided shall transfer all their belongings two or more iegūstošaj companies and cease to exist without liquidation process.
(3) in the event of break-up of the company being divided become members of the acquiring company in accordance with the decision of the members of the society's disparities.
(4) in the case of separation of part of the divided company transferred their belongings to the acquiring company or one of several such companies. In the event of the company being divided separation persists.
(5) in the case of separation, all members of the company being divided or part of them become members of the acquiring company or the sole member of the company acquiring becomes the company being divided in accordance with the decision on the separation of the public.
(6) the acquiring company may be already existing, or encountered in the company.
337. article. The transformation of society (1) Transformation is a process in which one type of company (convertible society) will be converted to a different type of company (the acquiring company).
(2) in case of conversion of all convertible rights and obligations of the company go to the acquiring company.
(3) in the case of conversion to be members of the society become members of the acquiring company.
(4) in case of conversion of the convertible company ceases to exist without liquidation process.
Title XVI reorganisation order 338. article. Reorganization agreement (1) If a reorganisation process two or more existing corporations, they switch the reorganisation agreement (hereinafter the agreement). The contract is concluded in writing.
(2) the contract shall specify: 1) all the companies involved in the reorganisation of the company, registered office and registration number;
2) company capital share (stock) exchange rate and the premium (if provided);
3) shares (the shares) of the company acquiring the allocation between participants;
4) acquiring shares in the company (stock) transfer rules to add, or to be distributed to members of the public;
5) the time from which the transferred capital (shares) gives the right to receive dividends or profit of the acquiring entity, and this time influencing rules (if provided);
6) rights granted that acquiring company, or the company to be distributed to the shareholders who own the preferred shares, and obligacionār, which owns convertible bonds;

7) day, with which you want to add, or convert to distributed transactions of the company acquiring the company in accounting will be treated as the acquiring company;
8) reorganization consequences plug-in, or be distributed to public employees;
9) the process of restructuring actions and the deadlines.
(3) If all or that of the company being divided of shares (shares) owned by the acquiring company, the contract does not specify the second part of this article, 2., 3., 4. and 5. the information referred to in paragraph 1.
(4) if the contract provides for the suspensive conditions and they do not stand within a period of three years from the date of conclusion of the contract, each company involved in the reorganisation process shall be allowed to deviate from the agreement unilaterally by notifying the other Contracting Party not later than six months, if the contract provides for a shorter period of notice.
(5) each company involved in the reorganisation process shall submit to the authority notice of the commercial reorganization, adding to the draft Treaty.
339. article. A reorganisation prospectus (1) each company involved in the reorganisation process shall prepare a reorganisation prospectus in writing (hereinafter prospectus), which indicate and explain: 1), the provisions of the draft Treaty;
2) reorganization legal and economic aspects;
3) capital share (stock) exchange rate and the premium (if provided);
4) methods used in the capital share (stock) exchange rate and the size of the premium as well as problems that result from using these techniques.
(2) the company may prepare a joint prospectus.
340. article. The auditor's examination (1) Reorganisation of the companies involved in the examination of the draft treaty body appoint auditors of the commercial register from its approved list. The companies involved in the reorganisation of the commercial register can jointly seek authority to all companies one is appointed auditor.
(2) The auditor may be a person in accordance with the law to make public annual report.
(3) the auditor is not required to check the contract you want to add the project or be divided society, where all the plug-in or the company being divided of shares (shares) owned by the acquiring company, as well as 363. this law and 368 in the cases referred to in the article.
(4) companies, which participate in the reorganization process, provide the auditor with access to all documents and information which is of importance for the auditor's duties.
341. article. Auditor's opinion (1) On the draft outcome of the auditor shall draw up a written opinion and submit it to the public. If one has been appointed auditor all corporations, he shall submit the opinion of all companies.
(2) the opinion shall state: 1) or auditor are submitted all the required documents;
2) or specified in the draft Treaty of the capital (stock) exchange rate and the size of the premium is fair and reasonable;
3) or might cause a loss to the reorganization of the company;
4) or methods used in the capital share (stock) exchange rate and premium assessment is appropriate;
5) particular difficulties arising in the application of the designated evaluation methods.
342. article. The liability of the auditor the auditor responsible for the damages that, during examination, his fault.
343. article. Decision on reorganisation of the draft Treaty (1) examine and adopt a decision on the reorganization of each of the companies involved in the reorganisation of the participants in the meeting.
(2) If made in connection with the reorganization of the Corporation or partnership agreement of the terms of the amendments, the decision to be adopted simultaneously with the decision about reorganization.
(3) not less than one month before the date of intended participants ' meeting for the approval of the agreement, all members of the public must be given the opportunity to become acquainted with the legal address: 1) of the draft Treaty;
2) prospectus;
3) audit opinion;
4) reorganization of all the companies involved in the annual accounts for the last three financial years;
5) companies operating statement and extraordinary balance sheet drawn up no earlier than three months before the filing of the notice of reorganisation of the commercial register, if the previous annual report, drawn up more than six months before the date of such notice.
(4) the third part of this article, paragraph 5 of the companies business activity statement and extraordinary balance sheet drawn up in accordance with the requirements of the law on the compilation of the annual report.
(5) the participant has the right to receive free of charge referred to in the third subparagraph of the copies or extracts.
(6) a corporation at a meeting of the members of the Management Board of the company at the request of a participant to explain the project and the contract prospectus, for reorganization legal and economic consequences, as well as details of the reorganization process of the other companies involved.
(7) the decision on a reorganisation will be a stand-alone document (8) on the basis of a decision on the reorganization, the company concluded the contract.
(9) the decision on reorganization of the plug-in to list of participants (with their signature), which the participants at the meeting voted against the decision.
344. article. The obligation of notification or that of the Board of the company being divided must give notice of the meeting and the members to the acquiring company of all the critical changes to the plug-in or property of the company being divided state, which occurred up to the end of the mandate of the Board or to the reorganization of the entry into force.
345. article. The protection of the interests of creditors (1) fifteen days from the date of adoption of the decision on reorganization, each company involved in the reorganisation process of reorganization shall notify all known creditors that pending a decision on the acceptance of the reorganisation was a right of action against the company.
(2) each company involved in the reorganisation process shall have the obligation to publish the newspaper "Latvian journal ' statement that a decision on the reorganization. Notice to vendors: 1) company, registration number and registered office;
2) the rest of the companies involved in the reorganisation of the company, registration number and registered office;
3) reorganisation;
4) the fact that a decision on the reorganization;
5) vendor claims and time limits, which may not be less than one month from the date of publication of the notice.
(3) the plug-in or the company providing the creditor's claim, if he so requests and if it is applied for the second referred to the time limit set in the notice.
(4) the acquiring of the company may request the provision of your claim only if it is shown that their claim of reorganisation.
(5) the secured creditor may require security only displays the unsecured portion.
346. article. The decision on reorganization of the opposition (1) on the basis of the companies involved in the reorganisation, the Board members or the members of the Council, the Court may declare the decision on reorganization of the void, if it passed, in violation of the law, the statutes of the Corporation or partnership agreement, and these irregularities cannot be avoided if they are not remedied within the time limit fixed by the Court.
(2) the proceedings shall be three months after this law 345. referred to in the second paragraph of article publication date of the notice.
(3) a company whose members meeting decision on reorganization of the declared void, is obliged to publish a notice of it in the newspaper "journal" within fifteen days from the date of entry into force of the judgment.
(4) the recognition of a decision on the reorganization of the void shall not affect the obligations entered into by the reorganisation process to third parties.
(5) a decision on the reorganization may not be declared invalid only because the set too low a capital share (stock) exchange rate or the size of the premium.
(6) If set too low, the shares (stock) exchange rate, plug-in, or be distributed to members of the public may require from the company acquiring a one-time additional fee.
347. article. The application of the commercial authority (1) each company involved in the reorganisation process shall not be earlier than three months after the date of publication of the notice, submit to the institution of the commercial application to the commercial register entry is done on a reorganisation. The application shall be accompanied by: 1) or a certified copy of it;
2) Protocol and a decision on the reorganization of the statement;
3 list of participants), who voted against the reorganisation;
4) in the cases specified in the Act — reorganization;
5) prospectus (if the statutory prospectus preparation);
6) audit opinion (if the statutory auditor's examination);
7) plug-in or splitting of the company being divided in the path of the closing balance sheet (if the application is lodged or the company being divided to be added);
8) acquiring Corporation statute (if the reorganisation results in a new company or if the company is modified);
9) members of the Management Board of the acquiring Corporation, or a partnership in the list of participants who have the right to represent the company, and they notarized signatures (if the reorganisation results in a new company or if the company is modified);

10) acquiring capital company Board members list (if the reorganisation results in a new company or if the company is redesigned and if the acquiring company for the Council).
(2) the application shall certify that the company has secured or satisfied the claims of creditors who have their claims to a particular period, and that the decision on a reorganisation is not disputed in the Court or that the requirement is not satisfied.
348. article. Acquiring company (1) if there is one in the acquiring company, it may use the company added.
(2) the company of the company being divided further terms of use provided in the contract.
(3) the acquiring company may use the company to be, except for the reference to the transform in the society.
(4) If you want to add, or to be distributed to members of the public have had a physical person who is not a member of the company, the acquiring company, the acquiring company may use its name only with that person's company or the written consent of the heir.
349. article. Record for the reorganization of the commercial register (1) the record of a plug-in or the company being divided in the commercial is done after records of all iegūstošaj companies.
(2) in the case of the company to be added after the entry for the reorganization of the acquiring company is added to the register file, and added the company is excluded from the commercial register.
(3) after the entry of the company being divided in the reorganization of the company acquiring things is added to the relevant extracts of case and the company being divided where Division is going on the road, splitting the company is excluded from the commercial register.
(4) in case of conversion of the company acquiring the commercial register can be recorded after the entry of the reorganisation of the company to be transformed.
(5) the commercial register entry for reorganisation to be put in article 11 of this law.
350. article. Commercial register entry concerning the reorganization of the legal meaning (1) a reorganisation is to be considered as a valid appraisal with the moment, when the made in the commercial register entries of all the reorganization process of the companies involved, including newly created companies.
(2) a reorganisation of the entry into force of: 1) of the public property that is considered the property of the company acquiring gone;
2) assets of the company being divided be considered for acquiring the property transferred under the agreement.
(3) together with exclusion from the register of companies the company considered eliminating.
(4) the date of entry into force of the reorganisation of the plug-in, or be distributed to the members of the public become members of the acquiring company, and their shares (shares) is substituted for the acquiring company's shares (the shares) for suspension in proportion to their shareholdings (shares). This provision shall not apply if the only member of the company acquiring becomes the way of separating the company being divided.
(5) the rights of third parties to add, or be distributed shares (the shares) remains for the acquiring company's shares (the shares).
(6) or that of the company being divided of shares (shares), which belonged to the acquiring company or the company being divided or plug-in, or a person acting in his own name but on the company being divided, respectively, that you want to add, or acquiring the public good are not exchanged and removable, except when the company becomes the divestiture of the company acquiring the sole participant.
(7) the reorganisation after its entry into force cannot be challenged.
351. article. The companies involved in the reorganisation of responsibilities (1) acquiring the company responsible for all the plug-in and the obligations of the be.
(2) The obligations of the company being divided, due to the reorganization of the entry into force, jointly and severally responsible all the companies involved in the Division, including the start-up of the company. Joint and several debtors in their mutual relations on the related subjects considered only the person's obligations provided for in the contract.
(3) if any of the companies involved in a Division is not defined in the Treaty, it is responsible jointly and severally with the other companies involved in the Division for the obligations of the company being divided which occurred to the reorganisation, entry into force and that the due date occurs within five years from the date of entry into force of the restructuring.
352. article. The Board and the responsibility of the members of the Council (1) the companies involved in the reorganisation of the Council members, members of the Management Board and the members of the partnership who have the right of representation, responsibility jointly and severally for damages in the course of reorganizing their fault caused the public, its members or creditors.
(2) the claims referred to in the first subparagraph are to lapse within five years from the date of entry into force of the restructuring.
353. article. Remuneration (1) plug-in, or be distributed to the members of the public who disagrees with the reorganization, is entitled to a period of two months from the date of entry into force of the reorganisation is to require the acquiring company repurchased his share of money (compensation).
(2) the remuneration may also be required as a result of the newly created Division of the society member who voted against approval of the Statute.
(3) the first and the second part is not a member of, which is not recorded in this law, ninth part of article 343 of the list referred to in Article 355 fifth and referred to in the Protocol.
(4) the amount of remuneration must be equal to the amount the Member get the plug-in or property of the company being divided in the event of liquidation, if it happens at the time when the decision was taken on the reorganization.
(5) as regards the remuneration does not apply to the statutory restrictions on the order in which the company may acquire its own shares.
(6) From the date of entry into force of the reorganisation of the acquiring company pays the legal interest on the amount and the time limit provided for no consideration to the cost of the modifications.
(7) If you want to add, or a member of the company being divided, who disagrees with the reorganization does not require compensation, he may, within two months, to dispose of their shares regardless of the decision, the statutes or statutory restrictions.
Title XVII of the REORGANISATION of the way CERTAIN specific provisions Chapter 1 Union special provisions article 354. The formation of a new company, the companies by means of (1) the companies merging fusion, considered to add companies and society — for acquiring encountered society.
(2) setting up the new company, apply the rules for the formation of the society, where this chapter provides otherwise.
(3) the reorganisation agreement in addition to this law, the second paragraph of article 338. particulars referred to be the acquiring company and the company's registered office. Contract is being added to the articles of Association of the company or project, if the acquiring company is a partnership, — public contract that is approved by members of the public being decisions on reorganisation of meetings.
(4) the public register shall be submitted to that authority, a joint application for recording in the commercial register of the new society.
Chapter 2 specific provisions of Division Article 355. The formation of a new company, by a company (1) Encountered by the company considered acquiring the company.
(2) the acquiring company must comply with the Treaty establishing the community, the provisions of the Treaty, if this chapter provides otherwise.
(3) If, by a society, is founded a new company in acquiring and restructuring is not involved in another existing company, the company shall adopt a decision on the Division, which replaced this law the contract referred to in article 338. In addition to the decision on the allocation of this law in the second subparagraph of article 338. particulars referred to be the acquiring company, the registered office of the company being divided and the Division of property between the iegūstošaj companies. The Division of the Act for a decision, you can add a stand-alone document.
(4) in the case of Divestiture of the company participant encountered can only become members of the company being divided which is to vote in favour of the reorganization, as well as those that until this decision in writing expressed a wish to become members of the company encountered.
(5) the Management Board of the reorganisation of the company being divided in the decision period prescribed shall convene a meeting of members of the company encountered that confirms encountered society statutes, elected by the governing body and shall take other steps required by founding the company. The statutes of the company to be encountered with no less than three quarters of the votes of the members present at such meeting and the relevant provisions of this law governing the type of society meeting. Meeting of the participants with their members who voted against the approval of the Statute.

(6) in conjunction with the reorganization of the company being divided shall submit the application to the commercial register authority the application for an acquiring company also recording in the commercial register.
(7) the Division shall enter into force at the moment when the commercial register is the acquiring company and the entry of the company being divided.
356. article. Not specified in the contract, the reorganization of the Division of property in case of Break stuff, which is not specified in the reorganisation of the distribution agreement, are distributed among the iegūstošaj companies in proportion to the part of the property, which they acquired from the company being divided in accordance with the restructuring agreement.
Chapter 3 special provisions for conversion 357. article. The decision on reorganization (1) decision about reorganization of the particulars of this law 338. referred to in the second subparagraph of article news, in addition to specifying the type of the company acquiring.
(2) the decision for the project as an attachment is added to the acquiring company or the company statutes (if the acquiring company is a partnership) project.
(3) the decision to replace this law referred to in article 338. reorganization and related text of this Act article 338-343.
(4) the decision on conversion are approved the statutes of the company or the acquiring company if the acquiring company, the company is a partnership.
(5) if the company is transformed into a company with limited liability or joint stock companies, with the adoption of the decision of the elected Board of the acquiring company and the Council, if any, in accordance with the law or the statutes is required.
358. article. The application of the provisions of the Treaty (1) conversion process applicable to the provisions for the formation of the society, where this chapter provides otherwise.
(2) The acquiring company's founders are considered to be members of the society those who voted in favour of the company's conversion.
359. article. The nature of the protection of the interests of the creditors of this law, article 345 of the third subparagraph shall not apply if the Corporation is being transformed into a partnership.
360. article. Property valuation (1) if the company is transformed into a company with limited liability or joint stock companies, the need to assess the contribution of the community to be, in order to determine the adequacy of acquiring property in the company's share capital.
(2) Property shall be assessed in accordance with the procedure laid down in this Act, and the supporting documents shall be submitted to the commercial register authority together with the application for conversion.
Title XVIII of the reorganization of certain TYPES of special provisions Chapter 1 partnership as a company involved in the reorganisation 361. article. The reorganisation of the content of the contract If the acquiring company is a partnership, the reorganisation agreement in addition to this law, the second paragraph of article 338. particulars referred to indicate each plug-in or the status of the members of the company being divided in the acquiring firm (complementary or komandit), as well as his parts.
362. article. The reorganisation the reorganisation prospectus prospectus need not be prepared if all members of the partnership are authorized to drive company or agrees that the prospectus is drawn up.
363. article. The auditor's examination in the reorganisation agreement of the Partnership the auditor does not check if all members agree.
364. article. Decision on reorganisation and the application of the commercial authority (1) the decision on reorganization is adopted if all members vote for it.
(2) the agreement may provide that a decision on the reorganization is accepted, if you vote not less than two thirds of the members.
(3) the acquiring partnership Encountered in recording in the commercial register applicable to this law, the provisions of article 78.
365. article. Protection of minority shareholders (1) If the acquiring company is a partnership, the companies involved in the reorganisation of the members who voted against the reorganization, or has not participated in the voting, becomes an acquiring company komandit.
(2) If the acquiring company is a partnership, the rewards may require a member who retires from the company.
366. article. Member's responsibility (1) If the acquiring company is a capital company, komanditsabiedrīb or plug-in or response of the company being divided be complementary on the plug-in or the obligations of the company being divided, which has fallen due or will be five years from the date of entry into force of the restructuring.
(2) If you want to add, or complementary of the company being divided become complementary, the company acquiring the first part the limitation does not apply.
Chapter 2 limited liability company as a company involved in the reorganisation 367. article. The reorganization of a reorganisation prospectus in limited liability company may not prepare a reorganisation prospectus, if all its members agree that the prospectus is drawn up.
368. article. The Auditors check a society with limited liability a reorganisation agreement the auditor does not check if all members agree.
369. article. Decision on reorganisation of (1) the decision on a reorganisation is accepted if for it vote not less than two thirds of the members present at a meeting of the members (if it is determined that the statute requires a higher number of votes, to decide on a reorganisation).
(2) the representation norm, is not taken into account in part acquired by the company itself.
370. article. Acquiring the company's share capital increase of the merger or scission process (1) the merger or scission process increasing the share capital of the company, acquiring its members do not have the right of pre-emption to the new parts provided to the Exchange.
(2) in addition to this law, in article 202. documents to be submitted to the commercial register authority due to the increase of the share capital, the application shall be accompanied by the reorganisation and restructuring of companies involved in each of the participants in the meeting statement and a decision on the reorganization.
371. article. Part of the reorganization of the transfer case (1) the acquiring company or the company being divided that members exchange primarily upon its own their shares.
(2) acquiring parts of society are not substituted for plug-in or parts of the company being divided, if: 1) or that part of the company being divided is owned by the acquiring company or a third party acting on your behalf, but the acquiring company;
2) or that part of the company being divided is owned by the same plug-in or company or to be distributed to a third party, acting in his own name but on the company being divided or you want to add.
372. article. Property investment appraisal (1) if the acquiring company is a company with limited liability, which should increase as a result of the reorganisation of the share capital or which are established as a new company, to be made public for each plug-in property or the property of the company being divided parts of the assessment to determine the adequacy of the acquiring company to increase the share capital or its foundation.
(2) the assessment shall be carried out and draw up the written opinion of the person who verified the reorganization agreement of that society.
(3) all members of the public concerned, as well as the acquiring company members have the right to get acquainted with the opinion on the property investment assessment of this law, article 343 of the third and fifth subparagraphs.
(4) the opinion of the Authority submitted to the commercial register shall be added to the application for reorganization.
Chapter 3 a corporation as a company involved in the reorganisation 373. article. Decision on reorganisation of (1) the decision on a reorganisation is accepted, subject to the vote of not less than three quarters of the general meeting of shareholders present.
(2) if the company has several categories of shares, the decision to adopt this Law 284. in the third subparagraph of article.
(3) If the acquiring company is a limited liability company, the shareholders, who own the preferred shares, and obligacionār, which owns convertible bonds, participates in the representation and voting rules with the same rights as other shareholders. They apply the provisions of this law on decision-making in certain categories of shares.
374. article. Acquiring the company's share capital increase of merger or Division as a result of (1) a merger or a Division, increasing the share capital of the company, acquiring its shareholders are not entitled to the pre-emptive votes attaching to shares issued by the Exchange.
(2) in addition to this law, in article 261. documents to be submitted to the commercial register authority due to the increase of the share capital, the application shall be accompanied by the reorganisation and restructuring of companies involved in each of the participants in the meeting a decision on reorganization.
375. article. The transfer of shares in the acquiring company merger or that members of the company being divided primarily served to Exchange themselves for parts.
376. article. Premium amount

(1) the contractual benefits that acquiring company paid plug-in, or be distributed to members of the public, may not in total exceed 10 per cent of the nominal value of the shares offered for Exchange.
(2) If set too low, the exchange ratio of shares that you want to attach, or be distributed to members of the public may request from the acquiring company's one-time costs that may exceed the first part of this article given level.
377. article. Property investment appraisal (1) If the acquiring company is a limited liability company, which as a result of a reorganisation must increase capital or which is founded as a new company, to be made public for each property that you want to add, or the property of the company being divided parts of the assessment to determine the adequacy of the acquiring company to increase the share capital or its foundation.
(2) the assessment shall be carried out and draw up the written opinion of the person who verified the reorganization agreement of that society.
(3) all members of the public concerned, as well as the acquiring company members have the right to get acquainted with the opinion on the property investment assessment of this law, article 343 of the third and fifth subparagraphs.
(4) the opinion of the Authority submitted to the commercial register shall be added to the application for reorganization.
378. article. Anonymous shareholders and obligacionār (1) if the acquiring company is a limited liability company or joint stock company, which has only registered shares, and for that, or be distributed to the shareholders and the company obligacionār, which owns convertible bonds, not news, the acquiring company's register of members the register of members or shareholders, and shareholders in place of words indicates those owned stock or bond number and nominal amount.
(2) If the acquiring company is a partnership and the plug-in, or be distributed to the shareholders and the company obligacionār, which owns convertible bonds, not news, the reorganisation of the Treaty and the application of the commercial institution acquiring the company in place of the name indicates they owned stock or bond number and nominal amount.
(3) If the shareholders or later obligacionār words becomes known, it will record the acquiring company's register of members (shareholders), but if the acquiring company is a partnership, the commercial register.
379. article. The holders of preference shares and obligacionār interests (1) the Acquiring Corporation, or you want to add are stored in shares of the company being divided of shares in the benefits and rights of obligacionār.
(2) If the acquiring company is a limited liability company, or that the shares of the company being divided of shares in the benefits and obligacionār obtained the acquiring company shares based on the same terms as the rest of the plug-in or the shareholders of the company being divided.
(3) holders of preference shares and obligacionār who do not agree with the decision on reorganization, can claim in accordance with this law, the provisions of article 108.
Transitional provisions 1. Law shall enter into force on 1 January 2001.
2. the entry into force of this law shall lay down the procedure by a special law.
The Parliament adopted the law in 2000 on April 13.
State v. President Vaira Vīķe-Freiberga in Riga of 4 May 2000 on the