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Rules For State And Local Government Business Transformation Of The Incorporated Companies

Original Language Title: Noteikumi par valsts un pašvaldību uzņēmumu pārveidošanu statūtsabiedrībās

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Cabinet of Ministers Regulations No. 142 (No. 21, 7. §) Riga 1996 April 10, rules on State and local government business transformation of the incorporated companies issued a constitutional order laid down in article 81 of i. General issues article 1. The terms used in the rules-incorporated companies limited liability company or limited liability company.
National (local)-incorporated companies limited liability company in which all share capital or all the voices belong to the State (municipal) or a limited liability company, in which the entire share capital owned by the State (municipal).
Sponsoring institutions-the privatisation of institutions (privatization agency or privatisation Commission) which, in accordance with the relevant provisions of the Act by the State (municipal) property privatization.
Governing bodies-incorporated companies limited liability company and, in the case of the Board or by limited liability companies or other Executive Board.
The audit authority-the Audit Commission, auditor or sworn auditor.
Capital-shares shares of the company or the shares of companies with limited liability.
Governing body-the State institution or district (municipal) Council or Parish Council, which is in the possession of or held by State or local company.
The holder of the shares-share holder stock company or the holder of shares in the company with limited liability.
Trustee-a natural person appointed by the governing body of a shareholder or member for the implementation of rights and obligations the State (municipal) incorporated companies.
Corporeal things-of movable and immovable property under civil law.
 
2. article. Rules (1) these rules shall determine: 1) order in which State and local companies convert to the State (municipal) in incorporated companies (hereinafter referred to as "incorporated companies");
2 the nature of the activities of incorporated companies);
3) procedure privatizējam of the incorporated companies;
4) procedures in the privatizējam State and local companies, where they are incorporated companies, while in translates to selling these shares in the company.
(2) The provisions of chapter V shall not apply to national (local) companies (hereinafter referred to as "the company") and incorporated companies rather than by the privatised according to the law "on State and municipal property privatisation of objects" (Messenger of Latvia, 1994, no. 27, 1996, 77; 5. no), but according to other laws.
 
3. article. Convertible business and breaking up and Assembly of (1) one company can transform into one or dividing it incorporated companies more of incorporated companies.
(2) several companies can transform by combining them into one, incorporated companies where it is not contrary to law.
 
4. article. Conditional on the company's (the company) the rights, duties and liabilities (1) If several companies to combine into one, or one company incorporated companies restated, the company to be incorporated companies (the company) the rights, duties, and obligations fully moving to the newly-incorporated companies.
(2) If one of the companies into a number of incorporated companies, then convert the company's rights, duties, and obligations to the extent incorporated companies, as indicated in the company's property distribution Act.
(3) the activities of the company license issued by the newly incorporated companies are also valid on the transaction.
 
5. article. Property relationships (1) all incorporated companies in corporeal things, intellectual property and securities, the value of which is included in the value of the issued share capital of incorporated companies that rule the procedure laid down in article 8, after incorporated companies are registered in the register of companies, becomes a new property in incorporated companies.
(2) the public (municipal) shareholders is determined in accordance with the rules on State and local Government shares in companies.
 
II. the company's (the company) the modification of article 6 incorporated companies. The decision on the company's (the company) conversion (1) a decision on the company's (the company) the conversion of one or more incorporated companies or more business transformations in one in incorporated companies (hereinafter referred to as "the conversion of the company incorporated companies") accepts the host institution.
(2) the decision on the company's transformation in incorporated companies must be published in the official press, the "journal", and the district or city newspaper in the territory to be transformed.
(3) the decision on the company's transformation in incorporated companies should not be published if the incorporated companies are transformed privatizējam company, while selling the shares in the company.
 
7. article. The institution that manages the company's conversion (1) after a decision on the company's transformation of the institution governing incorporated companies: 1) defines the inventory of the company to be transformed (companies);
2) shall appoint one or more trustees;
3) approved share capital incorporated companies;
4) approved the statutes of the incorporated companies;
5) appointed by the governing body of the incorporated companies;
6) appointed by the audit institutions incorporated companies;
7) confirms the closing balance sheet of the company to be transformed;
8) confirms the start of incorporated companies balance sheet;
9) confirms to the incorporated companies real estate.
(2) if the decision about the conversion of the company into accepting privatization of incorporated companies sponsoring institution, then it might not take part 1 of this article referred to in paragraph 1.
(3) If the privatisation of the sponsoring body shall decide on the conversion of the company incorporated companies, while selling the shares in the company, it does not make this article is part 1 of 2, 4, 5 and 6.
(4) the Trustee shall be appointed in accordance with the rules on State and local Government shares in companies.
 
8. article. Determination of fixed capital of incorporated companies (1) transforming the company, its share capital incorporated companies shall be determined from the company's balance sheet to be total assets minus total debts of creditors.
(2) the assets of the company include the State or municipality-owned land on which the company, its cadastral value.
(3) the modification of the company, the assets of the incorporated companies must not include its corporeal things, intellectual property and securities, which under the law can not privatise or put into the company's holdings.
(4) modification of share capital the company incorporated companies, its value may be determined in accordance with the law "On the privatizējam State and local government property object evaluation order" (Latvian journal, 1994, 25 no).
(5) the nominal value of the share capital of incorporated companies total must match the size of its share capital.
 
9. article. (1) registration of incorporated companies incorporated companies must be registered in the register of companies.
(2) a registration application must be accompanied by: 1 the governing body) decision on the conversion of the company incorporated companies;
2) Statute of the incorporated companies;
3 governing bodies) as follows: (a) the decision of the Governors) (governors) appointed;
(b)) for the management and appointment of the audit authority;
(c)) for incorporated companies opening balances approval;
4 opening balance of incorporated companies);
5) real estate incorporated companies list;
6) other documents provided for in the law governing the business form.
 
III. National (local) corporations operating features of article 10. General questions (1) Government (municipal) shares of the company may not be a public joint stock company, and therefore to the State (municipal) shares of the company are not subject to the law "on joint stock companies" (hereinafter the "law") (the Republic of Latvia Supreme Council and Government Informant, 1993, 24/25.nr.; Latvian journal, 1994, 96, no. 149; 1995, 139. no; 1996, nr. 5) rules concerning public limited liability companies.
(2) if the State (municipalities) shares of the company has appointed a number of Governors, then in cases where the law specifies a required quorum of the general meeting of shareholders, the shareholder or shareholders ' representation in a particular company's share capital (paid up capital), national (local) the statutes of the public limited liability companies should be determined by the Governor.
(3) If a corporation has appointed a number of Governors, then in cases where the law specifies the required number of votes of shareholders the general meeting of shareholders for the adoption of a decision of the company's articles of association must be determined by the votes of the Governor.
(4) in cases where the law specifies the rights and obligations of shareholders or mention actions that prejudice the shareholders, the rights, duties and activities apply equally to trustees.
 
11. article. National (local) name of the company State the company's name must be the law article 4 of part 1 of the information and the word "State", but the name of the municipal corporations Act 4 in part 1 of article information and the name of the municipality.
 
12. article. Openly available or open the acquired shares of the company documents and information (1) section 7 of part 1 of article referred to in paragraph 1 of the Treaty establishing the company in place of the governing bodies should be the decision of the company's transformation into joint stock company.

(2) in addition to section 7 of part 1 of article 4 contains the information necessary to include information on national or local governors (governors), as well as a mandate contract.
(3) the register of enterprises openly available or obtainable must be openly Act part 1 of article 7 contains information and documents, as well as the State (municipal) shares of the company's opening balance sheet.
 
13. article. Public (municipal) shares of the company formation and registration (1) article 11 of the law referred to in paragraph 1 of the joint stock company in the place of the contract for the formation of the governing bodies should be the decision on transformation of State enterprises (local) shares of the company.
(2) to the national (local) the Corporations Act does not apply to article 11, part 4, article 12 and 13.
(3) of the Act 14 of part 1 of article 3 of the information referred to in paragraph must indicate the owner of shares and the shareholder's name.
(4) of the Act 14 set out in part 2 of the founding statutes in place must be signed by the authorized officials of the host authorities.
(5) to the national (local) the Corporations Act does not apply, article 16, article 17, paragraph 3 and 5 and article 18.
(6) article 19 of the law part 3 referred to in paragraph 1 of the joint stock company in the place of the treaty governing bodies must have the decision on the company's conversion to shares of the company.
(7) to the national (local) the Corporations Act does not apply article 19 paragraph 4 of part 3.
 
14. article. National (local) shares of the company share capital (1) article 20 of the law referred to in paragraph 2 of the joint stock company in the place of the treaty governing bodies must have the decision on the company's conversion to shares of the company.
(2) to the national (local) the Corporations Act does not apply article 21, part 8.
 
15. article. Types and categories of shares (1) Of article 23 of the law, part 1 of the types of Government (municipal) joint stock company may issue only common shares and the shares of the staff.
(2) to the national (local) the Corporations Act does not apply to article 23.
(3) of the law article 23 set out in part 3 of the categories of ordinary shares (local) State joint stock company may issue only common shares with voting rights, which are all owned by the State (municipal) and ordinary shares, without voting rights, which constitute the public (municipal) shares of the company's Board.
(4) public limited company of all types and categories of shares nominal value is one dollar. Therefore, the public limited companies Act do not apply article 26 of part 2.
(5) to the national (local) the Corporations Act does not apply, article 27 and 28, as well as article 29 of part 8 and 9.
 
16. article. Payment of the value of the shares and the company's property inspection (1) if the State (municipal) shares of the company will increase the share capital by attracting additional capital, then the following additional capital that society can invest only in public (municipal). If, in this way increasing the share capital, the State (municipal) share in the terms of the release of the final payment of the value of the shares in the fails to pay within the time limit the full value of each subscribed share, then it receives the number of shares corresponding to the amount actually invested. Therefore to State (municipalities) the Corporations Act does not apply to article 30 4-part 7.
(2) to the national (local) the Corporations Act does not apply to article 31 part 3 and article 32.
 
Article 17. The State (municipal) of the shares owned by the property of others going public (municipal) shares of the company shares to another person's property, you can move only if privatised the Corporation this provision in chapter V and in cases specified in the order. Therefore to State (municipalities) the Corporations Act does not apply article 34.
 
18. article. Rules under which company acquires its own shares to the public (municipal) the Corporations Act does not apply to article 35, paragraph 2 and 3.
 
19. article. Bonds to the public (municipal) shares of the company are not subject to article 36 of the law on 3, 4, and 5, and article 37, part 2, second sentence.
 
20. article. Increase the share capital (1) to the national (local) the Corporations Act does not apply to article 38 and article 40 part 4.
(2) if the State (municipal) shares of the company's share capital increase article 41 of the law, in accordance with the procedure laid down in the joint stock company releases the same types and categories of shares, which was up to now, and in the same proportions as was before. In addition to the shares in the company released distributed among the shareholders proportionally to the shares they already owned. Shareholders acquire the type and category of shares, which they belonged to the share capital increase. Therefore to State (municipalities) the Corporations Act does not apply article 41, part 2.
(3) to the national (local) the Corporations Act does not apply article 43 of part 1 of 4, 7 and 8 and paragraph 2, and part 3.
(4) article 44 of the law referred to in part 2 of the sales price of the shares (local) State joint stock company determines the stock release.
(5) article 45 of the law referred to in part 1 of the stock signing public (municipal) shares of the company can not be entrusted to other persons.
(6) article 45 of the law referred to in part 2 of the sales price of the shares, pay the share release provisions within that period.
(7) to the national (local) the Corporations Act does not apply article 45 of part 5 and article 46.
 
21. article. Governors (governors) public (municipal) shares of the company (1) the Governor or Governors (hereinafter "the trustee") performs functions of the general meeting of shareholders.
(2) the trustee shall operate in accordance with the rules and regulations on State and local capital management companies.
(3) the public (municipal) shares of the company may not form a Council, and is not covered by article 48 of the law, part 2. In that case, the function of the Council of Governors.
(4) the public (municipal) shares of the company may not be members of the Council to fulfil the functions of a Governor.
(5) the mandate of the contractual issues before their discretionary proxy at the general meeting of shareholders, the prior approval of the shareholders.
 
22. article. The general meeting of shareholders (1) if the State (municipal) Executive Board of the company law article 50 in part 2 are not within the time limit set routine has, then the general meeting of shareholders convened by the same trustee, if such a proposal to sign a public statutory trustee. If the same Governors does not propose to convene an ordinary general meeting of shareholders may be convened in the respective paragraphs of that institution, as well as a stock holder.
(2) the registry shall convene an ordinary general meeting of shareholders in article 50 of the law part 3 in case if it is not made public (municipal) shares of the company's Management Board, Council or audit authority, or the holder of the shares.
(3) to convene the extraordinary general meeting of shareholders may request the article 51 of the law referred to in part 1, as well as a stock holder.
(4) Article 51 of the law set out in part 4 of the limitation on that extraordinary general meetings of shareholders may be convened not the same institution that requested the convening of the does not apply to the holder of the shares.
(5) in the case of Čpaš the need for extraordinary general meeting of shareholders may be convened by the same shareholder and to notify the Council and the Governing Board audit institution. Extraordinary shareholder general meeting of shareholders in that case must be issued within the time limit, which provides notification of the convening of the general meeting of shareholders. This period may not be shorter than a week.
 
23. article. Competence of the general meeting of shareholders (1) to the national (local) the Corporations Act does not apply article 54 the point 10 of part 1. Decisions on these issues will adopt stock holder.
(2) the matters referred to in article 54 of the law of part 1 of 8, 9 and 11, need stake holder's prior written consent.
(3) if so requested by the shareholder, the shareholders ' general meeting the subject matter should be addressed at the general meeting in addition to article 54 referred to cases in which the general meeting of shareholders may decide to act and the statutes of the company concerned is not for questions.
 
24. article. The convening of the general meeting of shareholders (1) Trustees and shareholders should be invited to the general meeting of shareholders, send a registered letter, against signature, or by telecommunications means.
(2) If a corporation does not have the staff, then the notice of the general meeting of shareholders must be sent to the respective shares of the company within the time limit laid down in the statutes, which may not be less than one week.
(3) If a corporation has a staff of shares, then the notice of the general meeting of shareholders shall be sent out within the time limits provided for in the statutes of the society, and which may not be less than two weeks.
(4) to the national (local) the Corporations Act does not apply article 55 of part 3.
 
25. article. Proxy and shareholder participation in the general meeting of shareholders (1) shareholders ' proxy to attend the general meeting in person, and he can not be my right to put other people or other trustees. Article 58 of the law part 1 applies only to the State (municipal) shares of the company's shareholders.
(2) article 58 of the Act set out in part 3 of the shareholders ' group (local) you can build a company only if the company has a large number of the staff shareholders.
(3) to the national (local) the Corporations Act does not apply to article 58 part 4.
 
26. article. Proxy and shareholder voting rights (1) each trustee shareholders general meeting shall have one vote.

(2) to the national (local) the Corporations Act does not apply to article 59 part 1-4.
 
27. article. The general meeting of shareholders and the duration of the meeting (1) the general meeting of shareholders shall be signed by all those governors who participate in the general meeting.
(2) If a corporation is not in stock, then on the staff of the State (municipal) the Corporations Act does not apply article 60 of part 5.
(3) If a corporation does not have the staff, the public shares (local) public limited liability companies should not be indicated in the Protocol's Law 62 of part 1 of article 7 of the shareholders referred to in paragraph-the Confessor on the correctness of the protocol — first name and last name.
(4) If a corporation does not have the staff, the public shares (local) corporations do not have to be in the Protocol article 62 of the law in part 2 of the shareholders-confessor of the correctness of the Protocol – captions.
(5) Article 62 of the Act part 4 General meeting referred to in the copy of the minutes of the trustees must be issued without charge.
 
28. article. The decision of the general meeting of shareholders of the opposition and cancellation (1) to apply to the Court for annulment of the decision of the general meeting can act article 63 in part 2 of the above entities, as well as the holder of the shares, if the shares of the company in general meeting, a decision was taken in breach of a contract of mandate proxy frame or, if there is a breach of these provisions of article 23 of part 1.
(2) the public (municipal) shares of the company's Management Board (hereinafter "the Board") shall represent the company in a Court of law 63 articles in the cases set out in part a, as well as if the claim holder of shares in the road.
(3) the Court may annul the decision of the general meeting of shareholders article 64 of law set out in part 1 of the cases, as well as if the proxy vote violated the mandate contract frame.
 
29. article. The State (municipal) Council of the company (1) the first public (municipal) Council of the company (the "Board") shall be appointed by the governing body in this provision in article 7 in the order, therefore, to the public (municipal) the Corporations Act does not apply to article 65 of part 2.
(2) to the national (local) the Corporations Act does not apply to part 15 of article 66.
(3) the Council shall not have the right to decide matters within the competence of the Management Board. However, the Board required the consent of the Council deciding such issues: 1) the acquisition, increase or decrease in other companies;
2) public (municipal) shares in the public company, the sale, lease, the suspension or dissolution;
3) another company purchase;
4) public (municipal) shares of the company's affiliate and opening and closing of missions;
5) public (municipal) shares of the company, the company affiliates and representative offices of the statute or regulations and the approval of the amendment;
6) real property purchase, selling or burdening with debt;
7 the issue of if) credit is not associated with the State (municipal) shares of the company's current operations;
8) new activities started and termination of existing activities;
9) General operating principle.
(4) to the national (local) the Corporations Act does not apply to article 70 of the part.
(5) the members of the Council, and the Council established the Commission members the remuneration determined by the general meeting of shareholders. To provide that members of the Council may receive part of the profits of the company, the general meeting of shareholders may only with the consent of the holder of the shares and the amount specified.
(6) to the national (local) the Corporations Act does not apply to article 72.
 
30. article. Public (municipal) shares of the company's Management Board (1) if the State (municipal) shares of the company are not created in the Council, then article 29 of these rules in part 3 of these issues to the Executive Board should be harmonized with the general meeting of shareholders.
(2) to the national (local) the Corporations Act does not apply article 74 part 2.
(3) Article 74 of the Law part 3 in the case specified in the shareholders ' general meeting may elect the members of the Board to the candidates, if defined in the company's statutes.
(4) to the national (local) the Corporations Act does not apply to article 74 of the part 6.
(5) the public (municipal) shares of the company, in its statutes may specify that its operational governance Management Board may elect one or more managing directors. National (local) a limited liability company may provide in their statutes that the post of the Managing Director is named for the post of Director, Manager or otherwise.
(6) to the national (local) the Corporations Act does not apply article 75, part 2.
 
31. article. The Board, its members and the Managing Director of rights and obligations (1) Throughout their term of Office, the Board must notify the law article 76 in part 2 of the above facts a month from the day of accession of the event.
(2) Throughout their term of Office, the Managing Director shall be notified of the law article 8 of 76. facts in a month's time from the date of accession of the event.
(3) if the State (municipal) shares of the company was created in the Council, then the Act Part 9 of article 77 of that report to the Executive Board of the general meeting of shareholders provides designated Governor.
(4) if the State (municipal) shares of the company are not created in the Council, then President of the Management Board article 77 of law 10. in the case referred to the general meeting of shareholders must be informed by the designated proxy.
 
32. article. National (local) shares of the company activity monitoring and auditing on the State (municipal) the Corporations Act does not apply to article 84 part 5.
 
33. article. The State (municipal) shares of the company in liquidation (1) Government (municipal) shares of the company at the same time with its liquidation Law 89 of part 1 of article 2 in the case referred to in paragraph happen not with a decision of the general meeting of shareholders, but to stake holder's decision.
(2) joint stock companies winding-up of the country implemented privatization agency in accordance with the law "on State and municipal property privatisation of objects". The privatisation Agency to carry out the abovementioned statutory functions of the liquidator, shall appoint the liquidators. State corporations during liquidation of the general meeting of shareholders does the privatisation Agency.
(3) municipal corporations during liquidation of the municipality may determine that the functions of the general meeting of shareholders shall take the same municipality.
(4) to the national corporations law not covered by article 90.
(5) to the municipal corporations act does not apply to article 90.
(6) the privatisation Agency made a decision of the Registrar of companies for public joint stock companies winding-up. The application shall be accompanied by a shareholder on the winding-up. It should be noted that each liquidator's name, surname, personal code and residence.
(7) to the national corporations law not covered by article 91 of part 2.
(8) the municipal corporations act, article 91 (2), part of the minutes of the general meeting of shareholders of the enterprise in the register must be submitted to the municipal corporations shareholder decision on liquidation.
(9) to the national (local) the Corporations Act does not apply article 92 2 and part 3.
 
34. article. The legal relationship of State (municipal) shares of the company (1) for any damage caused to third parties due to the State (municipalities) transformation of the limited liability company, with all his belongings in a newly created company responsible (public).
(2) Article 96 of the law by the company's founder is to be understood in the national or local business institution which made the decision on State or municipal enterprise transformation of joint stock companies.
(3) to the national (local) the Corporations Act does not apply Article 95: part 5 and part 6 of the last sentence, 7, 9 and 10 and article 96 of part 3.
 
35. article. National (local) requirements of the training company (1) of article 100 of the law part 1 in the cases provided for in the action may be brought also the holder of the shares.
(2) If the Court of justice the way shares, then country (local) shares of the company in court representing a shareholder designated persons.
(3) to the national (local) the Corporations Act does not apply to article 100 and 10.
 
36. article. Another article of the law, the application of other laws article State (municipal) shares of the company in so far as they are applicable and not inconsistent with, these terms.
 
IV. National (local) by limited liability companies operating characteristics of article 37. General questions (1) if the State (municipal) in the society with limited liability are appointed by the Governors, then in several cases in which the law "on limited liability companies" (hereinafter the "law") (the Republic of Latvia Supreme Council and Government Informant, 1991, 9/10,/24.nr.; official release AROUND MP, 1992, no. 22; Latvian journal, 1994, no. 149; 1996, nr. 5) set the required quorum for a meeting of members, the number of participants or members of a certain part of the representation of the company's share capital (the Statute Fund), a limited liability company statutes must be determined by the Governor.
(2) if the State (municipal) in the society with limited liability are appointed by the Governors, then in several cases in which the law required the votes of the participants of the meeting participants in decision making, national (local) corporations with limited liability should be determined in the statutes of the proxy votes.
(3) in cases where the law specifies the rights and obligations of members or mention actions affecting members, the rights, duties and activities apply equally to trustees.
 

38. article. National (local) companies with limited liability (1) the public limited liability company name must be a law part 1 of article 6 of the information and the word "State", but a municipal limited liability company name-article 6 of the law part 1 information and the name of the municipality.
(2) to the national (local) public limited companies law not covered by article 6, part 2, and part 3 of the second sentence.
 
39. article. National (local) limited liability company formation and registration (1) on public (municipal) limited liability company founder considered the governing body reached a decision about the company's transformation into the country (local) companies with limited liability.
(2) to the national (local) public limited companies law not covered by article 8, 2.-4. part 5 of the second and third paragraph, and part 6.
(3) article 9 of the law in that company with limited liability and the founding of the Treaty establishing the meeting location must have a governing body decision on transformation of State enterprises (local) companies with limited liability.
(4) establishing the State (municipalities) of a limited, not to draw up a list of the participating shares and a report on the economic contribution.
(5) to the national (local) public limited companies law does not apply 10-article 12.
(6) article 13 of the law paragraph 3 of part 1 of the information referred to in the site indicate the shareholders and holders of the capital.
(7) article 13 of the law set out in part 2 of the founding statutes in place must be signed by the authorized officials of the host authorities.
(8) to the national (local) companies with limited liability is not subject to the law establishing the 14-article 20 and article 21, part 2, 3, 5 and 6, and part 4.
 
40. article. Public (municipal) by limited liability companies participants ' capital (1) to the national (local) public limited companies law not covered by article 28 of part 3.
(2) the public limited liability company with the capital of each denomination is one dollar. Therefore, the public limited-liability companies not subject to article 29 of the Act.
(3) to the national (local) public limited companies law not covered by article 30.
 
Article 41. The State (Government) owned the shares go another person's property to the State (municipal) shares owned by another person may move only if privatised the public concerned with the limited liability provisions in chapter V of the cases and order. Therefore, national (local) companies with limited liability not covered by article 31 of the Act.
 
Article 42. The rules state (municipal) limited liability company acquires its own shares to the public (municipal) public limited companies shall not apply article 32 of the Act part 2.
 
43. article. Share capital increase and reduction (1) to the national (local) public limited companies law not covered by article 34 paragraph 1 of part 1 and part 2.
(2) in order to increase national (local) public limited liability share capital company concerned must establish the share capital increase. You can increase the share capital after the share capital increase decision made in the register of companies.
(3) the text of the law in relation to the State (municipal) public limited companies with new rules of engagement of the participants to understand the rules of the share capital increase.
(4) to the national (local) companies with limited liability not covered by article 35 of the law of the first sentence of part 1 and part 2, paragraph 4, and article 36, part 2, paragraph 2 and 5 and part 6.
 
44. article. Governors State (local) society with limited liability (1) the trustee shall take members ' meeting.
(2) the Trustee Act in accordance with these rules and the rules for State and local Government shares in companies.
(3) the mandate of the contractual issues before their discretionary trustee meeting participants previously aligned with shareholders.
 
Article 45. Members meeting (1) if the State (municipal) by limited liability companies article 39 of the law of executive body of part 1 is not within the time limit set in the ordinary meeting of members has, it shall be convened by the same attorney, if such a proposal signed by the national (local) public limited liability statutory trustee. If the same Governors does not propose to convene another meeting of members may be convened, in the relevant paragraph of that institution, as well as shareholders.
(2) the company may ask to convene a meeting of participants in the current article 39 of the law part 2 in the case provided for in, if it is not done by limited liability companies, Governors or executive body of shareholders.
(3) extraordinary meeting of members may be requested to convene law article 40 referred to in part 1 of the institutions, as well as shareholders.
(4) in the case of Čpaš the need for an emergency meeting of members may be held in the same part of the capital and to notify the holder of the Executive Body and the body. Shareholders extraordinary meeting of participants in the case to issue a term that provides notification of the convening of a meeting of members. This period may not be less than one week.
 
Article 46. Eligibility of members meeting (1) to the national (local) public limited companies law not covered by article 41 of part 1 of 2 and 5. Decisions on paragraph 5 adopted part of the capital.
(2) the matters referred to in article 41 of the law 1. parts 1 and 4 point, requires shareholders to prior written consent.
(3) if so requested by the holder of the shares, the meeting participants for the matter to be considered at the meeting in addition to article 41 of the law in part 2 of the above cases in which the meeting participants can decide the law and not provided for in the statutes.
 
47. article. Participants in the meeting notification (1) the trustee must be invited to the meeting participants by sending a registered letter, against signature, or by telecommunications means.
(2) notice of a meeting of members shall be sent out by the State (municipal) by limited liability companies within the time limit laid down in the statutes, which may not be less than one week.
 
48. article. The participation of a member of the Governors meeting (1) the trustee shall attend the meeting of the participants personally, and he is not allowed to transfer their rights to other parties or other trustees.
(2) Every trustee meeting has one vote.
(3) to the national (local) public limited companies shall not apply article 42 of the Act.
(4) the members ' meeting minutes signed by all those governors who are participating in the meeting.
(5) to the national (local) public limited companies Law not covered by article 43 of the last sentence of part 1.
 
49. article. National (local) companies with executive responsibility for the national (local) public limited companies Act do not apply article 44 of part 1 of the last sentence.
 
50. article. Public (municipal) by limited liability companies operating control and audit For country (local) public limited companies law not covered by article 47 of part 3 of the last sentence.
 
51. article. National (local) public limited liability salvage (1) national (local) company limited cease operation of law 49 of part 1 of article 2 in the case referred to in the paragraph, and it happens, not with the decision of the meeting of members, but to the shareholders to decide.
(2) public corporations with limited liability liquidation take the privatisation Agency in accordance with the law "on State and municipal property privatisation of objects". The privatisation Agency to carry out the abovementioned statutory functions of the liquidator, shall appoint the liquidators. Public limited liability company during liquidation of the participants in the meeting functions take the privatisation Agency.
(3) a municipal limited liability company during liquidation of the municipality may determine that the meeting participants does the municipality itself.
(4) The public limited-liability companies not subject to article 50 of the Act.
(5) to the municipal corporations with limited liability shall not apply article 50 of the Act part 2.
(6) the privatisation agency announced a decision of the Registrar of companies for public corporations with limited liability. The application shall be accompanied by the shareholders of the decision on liquidation. It should be noted that each liquidator's name, surname, personal code and residence.
(7) The public limited-liability companies not covered by article 51 of the Act part 2.
(8) local corporations with limited liability article 51 of the law provided for in part 2 of the participants in the meeting place of the register of enterprises must submit to the municipal corporations with limited liability shareholders decision on liquidation.
(9) national (local) public limited companies law part 1 of article 52 of the proposed decisions for the society with limited liability, the continuation of the activities adopted part of the capital.
 
52. article. The legal relationship of State (municipal) limited liability company

(1) for any damage caused to third parties due to the State (municipalities) the conversion of State enterprises (local) society, with all his belongings in a newly created company responsible (public) with limited liability.
(2) to the national (local) companies with limited liability not covered by article 55 of the law.
 
53. article. National (local) public limited liability of its claims (1) article 59 of the law set out in part 1 of the cases in the Court of Justice may be brought also the holder of the shares.
(2) If the Court of justice the way shareholders, the State (municipal) company with limited liability in court representing shareholders in the seconded person.
(3) to the national (local) public limited companies law does not apply to article 59, and part 3.
 
54. article. Another article of the law, the application of other laws article (local) public societies with limited liability are applicable insofar as they do not conflict with these rules.
 
V. privatization of privatisation of the company incorporated companies, if it converts, while selling incorporated companies, these shares in article 55. Incorporated companies or enterprise basis of privatisation privatisation and enterprise incorporated companies the privatization when it transforms, while selling incorporated companies in this part of the capital of the company may take place only in accordance with the law "on State and municipal property privatisation of object" and duly approved rules of privatization (privatization).
 
Article 56. The adoption of a decision on the privatisation of (1) the decision of the State (municipal) incorporated companies or business transfer of the privatization of the Cabinet of Ministers adopted or the municipality in accordance with the law "on State and municipal property privatisation of objects".
(2) a decision on the privatisation of the company passed to the transformation of the incorporated companies while selling these shares in the company, the privatisation of the sponsoring institution adopted, reaffirming the terms of privatization (privatization).
 
57. article. The sale of shares (1) of the sale of shares in accordance with the terms of the privatization (privatization).
(2) the shares may also be sold below their face value.
(3) If the provisions of the privatization (privatization project) the period prescribed all the shares are not sold, unsold shares remain public (municipalities). The sponsoring body of privatization shares can be sold repeatedly privatization (privatization project) properly or develop new rules for privatization (privatization). Cabinet or the municipal decision in that case is not necessary.
(4) sale of incorporated companies or company employees for capital may not be more than 20 percent of the share capital of incorporated companies.
 
58. article. The status of incorporated companies and administrative bodies (1) not later than two months after the State sold shares in terms of privatisation (the privatisation project), set by the sponsoring institution of the privatisation or the Board incorporated companies (Executive Body) shall be convened by the new owner of the shares at a general meeting (the meeting): 1) approved amendments to the statutes of the incorporated companies;
2) elected by the governing body of the incorporated companies;
3) decide other issues that determine the form of the business regulatory laws.
(2) the incorporated companies with the moment when the articles of Association are registered with the register of enterprises of the country, lose the (local) status and further incorporated companies running the appropriate business form the regulatory law.
(3) when the articles of Association of the incorporated companies are registered in the business register, the Governors and the members of the administrative organ.
 
Article 59. The company's status (1) not later than two months after the State sold shares in terms of privatisation (the privatisation project), set by the sponsoring institution convened the privatisation of part of the capital the new owners general meeting (the meeting): 1) approves the statutes of the incorporated companies;
2) elected by the management and control of incorporated companies;
3) decide other issues that determine the form of the business regulatory laws.
(2) the moment when the new Statute of the incorporated companies are registered in the business register, the company loses the status of the company and further work to the appropriate business form the regulatory law.
 
60. article. The registration of incorporated companies privatized incorporated companies registered in the companies register. The application for registration shall be accompanied by: 1) incorporated companies or company concerned privatization (privatization);
2) privatization bodies requesting a decision on privatization (privatization project) approval;
3) statutes of the incorporated companies;
4) shareholders of incorporated companies the general meeting (the meeting) of the Protocol;
5) other documents provided for in the form of the business regulatory laws.
 
Transitional issues (1) Government (municipalities) of amended their Constitution incorporated companies related to the entry into force of these regulations, must be recorded in the register of the company until 1 July 1996.
(2) the public (municipal) shares of the company to the members of the Board of the statutory amount of shares to be purchased until 1 October 1996.
(3) be declared unenforceable law "About State and local government business transformation of incorporated companies" (official Edition AROUND the MP, 1992, no. 38; Latvian journal, 1994, no. 11).
Prime Minister a. slice traffic Minister v. krištopans