Amendments To The Law "on Joint Stock Companies"

Original Language Title: Grozījumi likumā "Par akciju sabiedrībām"

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Clarifies 01.11.1996., Latvia Journal No. 184/185 (669/670) has been adopted by the Parliament 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.) the following amendments: 1. Supplement article 1 to sixth by the following: "6. the national formation of public and governed by this law, the law on State and local government business transformation of incorporated companies" and issued in accordance with those laws and regulations. "
2. Make the first part of article 14 paragraph 12 of the following wording: "12"), as well as the beginning of the year annual reporting, testing and making arrangements; ".
3. Article 21: supplement the second part of paragraph 4 by the following: "4) national securities, as well as securities that are listed on a stock exchange established in Latvia, official lists or a foreign stock exchange, the International Federation of stock exchange members — officially listed";
express the sixth by the following: "6. the shares of the company invested in a corporeal thing, intellectual property and public securities, and securities which are quoted on the stock exchange registered in Latvia, official lists or a foreign stock exchange, the International Federation of stock exchange members, the official listing becomes public property.";
to supplement the article with the ninth subparagraph by the following: "9. With state securities, and securities that are listed on a stock exchange established in Latvia, official lists or a foreign stock exchange, the International Federation of stock exchange members — officially listed can cover no more than 30 percent of the company's share capital."
4. Supplement article 35 to 5 and paragraph 6 by the following: "5) acquire shares that make up the Board's reserve, repurchases of its members of the Board. The company distributes to the newly elected members of the Executive Board;
6) buys from State or local governments own shares, due to the replacement of the joint stock company State or local government debts with shares of this law in accordance with the procedure laid down in article 41.1. The public should be disposed of during the year of their acquisition, but if they are not realized during the year, the value of it to reduce share capital. "
5. Add to article 39, paragraph 4 as follows: "4) replacing the company's debts with its shares."
6. To supplement the law with article 41.1 the following: ' article 41.1. The share capital increase, replacing the company's debts with its shares 1. If the company's share capital is increased by replacing the company's debts with its shares, share capital including the debts that you have chosen a stock company and the replacement of the shares which written consent is given by designated vendor.
2. In this case, the shares of the company closed down in the emissions released in additional shares, which shall be transmitted to the relevant vendors.
3. in the manner provided for in this article, the share capital can be increased only after the previous release of the shares are fully paid. The company may allow to increase the share capital, if the previous release of the shares not yet fully paid for (up to 10 percent of the value of the release). Public joint stock company such authorisation may be given for the securities market Commission.
4. To increase the share capital in the manner provided for in this article may not be if the obligations of the creditor more than five times higher than the company's own capital. The company's own capital balance must be positive. "
7. Article 42: turn off, first paragraph, first sentence, the words "with the involvement of additional capital";
to make the second part of paragraph 6 by the following: "6) notification of previously released the full payment of the shares or, in this law article 40, second paragraph and article 41.1 in the cases referred to in the second subparagraph, the notification of which has not yet issued share capital contributions made and why they have not done, but publicly traded companies the Board — these same articles for securities market Commission;".
8. Supplement article 43 with a new second subparagraph by the following: "2. If the shares of the company's share capital is increased, the share of the company capital accumulated in transforming its capital, released on bonds, shares and replacing the company's debts with its shares, there is no need to specify the terms of the release's first paragraph 6., 7., 8., and the information referred to in paragraph 10.";
consider past the second, third, fourth on the third, fourth, fifth.
9. Put the name of the article 44 the following: ' article 44. A new release of the nominal value of the shares and the sale price when involving additional capital "10. Express article 45 title as follows:" article 45. Subscription for shares in the new release when involving additional capital "11. Expressing article 46 name as follows:" article 46. Pre-emptive rights to new shares of a closed emissions when involving additional capital "12. Article 56: Add to the article with a new second subparagraph by the following:" 2. the general meeting of shareholders may decide this law article 28, fourth paragraph the article 29 in the ninth subparagraph, seventh subparagraph of article 36 and article 43 provided for in the first paragraph of questions as well as questions about the public issue, the amendment of the articles of Association, the abolition of public limited liability companies the company's reorganization, splitting, or reorganization of the company, adding it to another company or merger with another company, represented at the general meeting if at least three-quarters of the paid-in share capital of the company. ";
consider the current second and third respectively on the third and fourth;
make the second sentence of the third paragraph the following wording: "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.";
adding to the fourth subparagraph, the first sentence after the words "it is entitled with the words" all decided on the agenda included issues ";
to supplement the article with a fifth by the following: "5. the fourth paragraph of this article, the procedure laid down in the second time again convened an extraordinary general meeting of shareholders is entitled to decide all issues included in the agenda of whatever it represented the company's paid-in-capital."
13. in article 61: make the second paragraph by the following: "2. the decision on publicly traded companies, on the adoption of the status of the bond issue, the company's liquidation, reorganization of the company, the Division or its merger with another company, the general meeting of shareholders shall be taken by three fourths of the members present and voting at the general meeting of the shareholders votes.";
turn off the third;
consider a quarter on the third.
14. off the ninth part of article 66.
15. Article 74: make a fifth by the following: "5. the elected members of the Board a month from election day to purchase the shares of the company statutory stock quantity and the shares as collateral must be submitted to the Management Board of the company store. The full value of the atpērkam of the Board members after they left the post and released from liability. If the Board does not submit monthly to the Board's statutory public stock quantity, must believe that he dropped out of the Board. The Board reserves for shares is bezbals shares. The Statute should provide that for this purpose the Board holds the stock. In this article, part of the provisions do not apply to corporations, non-profit organisations. ";
turn off the last sentence of the sixth paragraph.
16. Make the second subparagraph of article 79 of the second sentence as follows: "the company can review the beginning and the end of the year, as determined by its Statute."
17. Article 89: express the first part of paragraph 4 by the following: "4) according to the law on the insolvency of undertakings and companies;"
make the third subparagraph by the following: "3. The removal of public company bankruptcy, in this chapter, these issues are not dealt with in accordance with the law on the insolvency of undertakings and companies."
18. Article 91: Add to the article with a new fifth subparagraph by the following: "5. If in the course of liquidation of assets reveals that the shares of the company-owned property cannot be fully satisfied all legal requirements of the creditors, the liquidator must inform the company management and shareholders and should be submitted to the Court in the application of insolvency law on the insolvency of undertakings and companies.";
consider the fifth, sixth, seventh, eighth, ninth, tenth, eleventh and twelfth on the sixth, seventh, eighth, ninth, tenth, eleventh, twelfth and thirteenth.
19. Article 94 of the expression as follows: "article 94. Shares of the company of annulment 1. every shareholder, the company's Management Board, the Council, the Commission or the Court of Auditors, as well as the companies registry and the Prosecutor's Office has the right to take legal action to accept shares in the company, if: 1) the statutes of the public limited liability companies is contrary to the requirements of this law;

2) legal relations, which is based on the company's founding, is arguably the law.
2. A nonprofit organization, the national joint stock company "Privatization Agency" in respect of State property, as well as the Municipal Council (the Council) for their property have the right to take legal action to recognize a limited company as the first part of this article referred to in paragraph 2 in the case of limited liability companies created during privatization.
3. A claim for the recognition of limited liability companies may bring: 1) the first subparagraph of this article referred to in paragraph 1 in the case, while the shares of the company's articles of association do not comply with the requirements of this law;
2) the first subparagraph of paragraph 2 in the case referred to in the two years after the company's registration in the register of the company, if the company created without privatisation;
3) of the first paragraph of article 2 in the case referred to in paragraph — six years after the company's registration in the register of the company, if the company created during privatization.
4. If a claim for the recognition of the company as a shareholder, share the road public Council, the Executive Board, the Audit Commission or the Auditor, apply this law, article 63 of the fourth, fifth and sixth.
5. If a claim for the recognition of the company for the way non-profit organization public joint stock company "Privatization Agency" or Municipal Council (the Council), the commercial register, or the public prosecutor's Office, to do this the Latvian civil procedure code and in accordance with the procedure laid down in the said institutions exempt from payment of State fees in these cases.
6. the general meeting of shareholders has the right to address deficiencies in the statutes of the public limited liability companies, making amendments thereto in accordance with the procedure laid down in this Act, if the action is brought the first part of this article referred to in paragraph 1.
7. If the Court ruling on the company's annulment, company registry launched joint stock companies winding-up process and then apply to this law, the provisions of article 91.
8. If the shares of the company to be annulled transactions on its behalf concluded with third parties, shall remain in force. "
20. To supplement the law with the transitional provisions for the following: "1. the transitional provisions in the amendment of article 14 of this law, the first part of paragraph 12 and 79 in the second paragraph of article shall enter into force on 1 January 1997.
2. With the entry into force of this Act shall terminate the constitutional order of article 81 of Cabinet of Ministers issued on 5 January 1996, the provisions of the No 10 "amendments to the law" on joint stock companies "(Latvian Saeima and the Cabinet of Ministers rapporteur, 1996, nr. 4) and the constitutional order of article 81 of Cabinet of Ministers issued on 23 July 1996 by Regulation No 269" amendments to the law "on joint stock companies" (Latvia's journal, 1996, no. 127). "
The Parliament adopted a law in 1996 on 19 September.
The President g. Ulmanis in Riga in 1996 on October 9.

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