Advanced Search

Amendments To The Law "on Joint Stock Companies"

Original Language Title: Grozījumi likumā "Par akciju sabiedrībām"

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$40 per month.
The Saeima has adopted and the President promulgated the following laws: the amendments to the law "on joint stock companies" make law "on limited liability companies" (the Republic of Latvia Supreme Council and Government Informant, 1993, 24/25.nr.; The Saeima of the Republic of Latvia and the Cabinet of Ministers rapporteur, 1994, no. 17; 1995, nr. 3, 20; 1996, no. 21; 1997, no. 13; in 1998, 7. nr., 1999, no. 18.) the following amendments: 1. Turn off the second paragraph of chapter I of the second sentence.
2. Supplement article 7 of the first paragraph of point 12 of the following wording: "12) of this Act provided for in article 31 expert opinion in full."
3. turn off article 21, paragraph 1, second subparagraph, the words "public issues".
4. Express article 36 as follows: "article 36. Bonds 1. Joint stock company bonds may be omitted, if it is intended for public statutes.
2. If it is intended for company's bond release rules, new shares in the case of output obligacionār advantage of the right to buy shares of bond values. Public obligacionār do not have the advantages of emissions rights to buy new shares of the company to the public public or closed emissions trading.
3. where provided for in the company's bond release regulations or public joint stock companies and in the prospectus of issue of bonds if the company's general meeting by a three-fourths majority vote of the shareholders may also decide to all fully paid against the bond exchange shares.
4. the general meeting of shareholders may decide to exchange the bonds for shares only if after the current year's statement of approval of the company's fixed assets, long-term financial investments, working capital and cash together to bear the existing share capital the share capital increase and the value of the nominal value of the bonds will form.
5. On the bond issue decided by the general meeting of shareholders. To make a decision on the bond issue, present at the general meeting requires the majority of the shareholders if the company's articles of association do not set higher qualified majority.
6. The closed form of the emission can be suppressed only in name bonds. The obligacionār to be recorded in the register of companies. Type obligacionār in the name or business name, address, date of sale of bonds, each bond number obligacionār number and value.
7. the public in the form of emissions may be skipped in both name and bearer bonds. The public in the form of emission release, release bonds posted and circulated procedures determined by the law "on securities" and Latvian Central Depositary. "
5. Article 38: turn off in the first paragraph, the words "except in the case provided for in the fourth paragraph of this article";
turn off the fourth.
6. Article 40: turn off the fourth part of the second sentence;
Supplement fifth in the second sentence by the following: "the rest of the company's shareholders who did not participate in the share capital increase in accordance with the procedure laid down in this part, in proportion to their contribution may increase the share capital with an investment of money."
7. Make the fourth part of article 41.1 the following: "4. Increasing the share capital, in the form provided in this article, share capital increase does not exceed the company's own capital, more than five times."
8. Article 42: turn off in the first paragraph, the words "or article 38 of this law is provided for in the fourth subparagraph, in the case of the Board";
turn off the second part of paragraph 5, the words "(except in the case of share capital increases article 38 of this law, in the fourth paragraph, the procedure laid)".
9. Article 43: turn off in the first paragraph, the words "or article 38 of this law is provided for in the fourth subparagraph, in the case of the Board";
to supplement the first part of paragraph 11 with the following: "11) the date by which, in accordance with the Latvian Central Depository rules are definitely the public shareholders of emissions to the realization of article 46 of this law laid down in the first paragraph of pre-emptive rights. This rule applies to public limited liability companies. ";
Supplement to the sixth article by the following: "6. If the company is a public joint stock company, article 40 of this law in the fifth and the fourth paragraph of this article, in the cases provided for in the joint stock company placed newspaper" journal "and at least one newspaper in the announcement of closed shares and offer the shareholders exercise their pre-emptive rights, specifying the time and place where the shareholders can get acquainted with the company's prospectus and shares in the new release. Shares of the company's own stock prospectus and the new release provisions shall also be forwarded to the Riga Stock Exchange and the central depository of Latvia. "
 
10. in article 46: turn off the title, the words "a closed issue";
replace the first paragraph, the words "new close issue" with the words "new emissions";
turn off the first paragraph, the words "If the share capital is increased, with cash investments";
to turn off the second part;
make the third subparagraph by the following: "3. The exercise of pre-emptive rights of shareholders, the company should be sent to all the shareholders of the company and new share prospectus release. If the company is a public joint stock company, it may not send a prospectus and the new stock release rules, but it should be placed in the newspaper "Gazette" and at least one newspaper in the announcement of closed shares and offer the shareholders exercise their pre-emptive rights, specifying the time and place where the shareholders can get acquainted with the company's prospectus and shares in the new release. Shares of the company's own stock prospectus and the new release provisions shall also be forwarded to the Riga Stock Exchange and the central depository of Latvia. Pre-emptive right of the shareholders to exercise the stock release within the time limit specified in the rules, which may not be shorter than one month. ";
turn off the fourth part;
Supplement fifth after the words "Public Charter" with the words "decisions of the general meeting";
to turn off the second sentence of the fifth paragraph.
11. Article 54: make the first part of paragraph 10 by the following: ' 10) to decide on the company's conversion to a public limited company, as well as public limited company status; ";
Add to the first paragraph of paragraph 11, the words "as well as the transformation of a public issue closed issue";
to supplement the first part with 14 the following: "14) on joint stock companies winding-up, dissolution, continuation or restructuring them.";
adding to the third paragraph after the words "at the request of the Executive Board" with the words "the Council or by the shareholders who represent at least 10 percent of the shares of the company in the share capital paid."
12. Replace the third subparagraph of article 55, the number and the word "25 days" with a number and the word "30 days".
13. Article 56: make the second and the third part as follows: "2. the general meeting of Shareholders is entitled to decide questions of public shares of the company stock to the public and closed the issue of conversion of securities, public limited company status, on the adoption of the public limited company status lifted, about the transformation of a public issue closed issue, amendment of the articles of Association, the company's liquidation, reorganization of the company, Division, or reorganization of the company, adding it to another company or merger with another company If the general meeting representing at least three quarters of the company's paid-up share capital.
3. If, at the time of the general meeting of shareholders of the current advertised is not full because there is not a quorum, no later than the month of repeated general meeting be convened with the same agenda, and this repeated general meeting must be issued no later than 20 days before the date. Repeating the general meeting is entitled to decide all issues included in the agenda of the general meeting regardless of the represented shares of the company in the share capital paid. ";
replace the fourth subparagraph, the words "not later than 15 days" with the words "not later than one month".
14. Express article 57 the fifth subparagraph, the first sentence as follows: "If the shareholders at least 10 days before the general meeting of shareholders shall submit a written request to the Executive Board, the Executive Board no later than five days before the general meeting of shareholders must provide him with all the necessary information to the public about all the items on the agenda."
15. in article 58: Add to the first part of the third sentence by the following: "public issue on questions of the general meeting the shareholders can vote remotely, in accordance with the securities market Commission approved regulations.";
Replace in the second sentence of the seventh paragraph, the words "If the shareholders present, representing" with the words "If the shareholders at the general meeting of shareholders which represent".
16. Add to article 59 of the seventh paragraph by the words "and its shareholders" with the words "or a person related to the shareholder of the law" on enterprise income tax "meaning".
17. Article 61: replace the first paragraph, the words "with the word" present "represented";
to supplement the first part with the words "except in the second and fourth part as provided in";
make the second paragraph by the following:

"2. For the adoption of the public limited company status, on the adoption of the public limited company status, on the abolition of the public limited liability company's stock public and closed, for the transformation of a public issue closed, the conversion of securities emissions, if it increases or decreases in the shares of the company's share capital, capital reduction, the amendment of the articles of Association, the company's liquidation, reorganization of the company, the Division or merger with another company requires the votes of a majority of not less than three-quarters of the general meeting voting shareholders represented total votes. ";
to supplement the article with the fourth paragraph by the following: "4. Voting for election of the members of the Council, the elected members of the Council considered those individuals which, subject to the statutory maximum number of Council members, shareholders have had the most votes."
18. Article 66: make the first paragraph by the following: ' 1. the minimum public shareholding companies, the number of the members of the Council are the five ";
replace the second paragraph, the words "twenty one" with the word "twenty";
Supplement to the third part of the second sentence as follows: "members of the Council candidates and their election to apply the same rules laid down for the members of the Council.";
to complement the fourth paragraph with the following text: "shareholder or group of shareholders are entitled to nominate for the election of their representatives in the Council. To raise the number of representatives allowed to shareholders or shareholders, the Group's voting capital represented by sliding the number of representatives each from the representatives of not less than five percent of the shares represented at the general meeting of the company's voting capital. The general meeting of shareholders shall include each such nominated representative of the members of the Council in the candidate list. Voting for Council members, each voting shareholder is entitled to transfer all the voices belonged to one or more of the listed agents in any proportion in whole numbers. Of all the members of the Council on the list of candidates to the vote at the same time. ";
turn off the fourteenth paragraph, the words "who lived in Latvia not less than 21 years".
19. Article 70 of the Present fifth paragraph by the following: "5. the shareholders representing not less than 10 per cent of the paid-up share capital of the company shall have the right in writing, giving reasons, require the Council to take stock of the company or a decision sealed the deal. If the Council during the month following checking is not performed, or does not respond to shareholders who requested it, or the Council's reply does not satisfy the demand in the PRC for shareholders, they have the right to put the matter to the general meeting of shareholders. If the issue is the general meeting of shareholders is not satisfied that the complainant's request for the shareholders, they have a right to their own account, call up auditorsabiedrīb decision taken or sealed the deal. The governing body shall provide to the guest auditorsabiedrīb all information and documents required for such a decision or transaction. "
20. off 74. in the first paragraph, the words "who lived in Latvia not less than 21 years".
21. transitional provisions: off 2;
transitional provisions be supplemented with 4, 5, 6 and 7 point as follows: "4. The corporations that source does not meet this law, article 66 of the first and second part, the related amendments to basic documents must be made no later than 1 august of the year 2000.
5. the amended article 38 of the law of the fourth subparagraph shall enter into force on 1 January 2001.
6. the amended article 38 of the law in the first part of article 42 in the first subparagraph and the second subparagraph of paragraph 5, and article 43 first paragraph (reference to article 38 of the fourth part) shall enter into force on 1 January 2001.
7. Amendment of article 58 of the law on the first and the seventh part, as well as article 61, first and second part (replacing "with the word" present "represented") enters into force on 1 July 2000. "
Transitional provisions with the entry into force of this Act shall terminate the constitutional order of article 81 of Cabinet of Ministers issued Regulation No. 290 "amendments to the law" on joint stock companies "(Latvian Saeima and the Cabinet of Ministers rapporteur, 1999, no. 18).
The law, adopted in 1999 the Saeima on 9 December.
State v. President Vaira Vīķe-Freiberga in Riga in 1999 on December 29.