On Amendments To The Law "on Joint Stock Companies"

Original Language Title: Par grozījumiem likumā "Par akciju sabiedrībām"

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Cabinet of Ministers Regulations No. 16, Riga, 7 January 1995 (No. 3, § 4) on amendments to the law "on joint stock companies" Issued by the constitutional order laid down in article 81 (1). To complement the chapter I by the concept of a limited liability company with the concept of a public explanation of the joint stock company explaining the following: public limited company is a joint stock company, shares of which output is to be recorded in the stock market. Any shares of the company, which has released shares through public subscription for shares in accordance with this law, as well as any public company, which had a State or municipal property object, if the object is privatized, using privatization certificates, is a public limited company. ".
2. Add to article 1 first, second, third and fourth paragraph after the words in brackets with the following content: "the Cabinet of 7 January 1995, the provisions of no. 10" on securities. ""
3. Supplement article 1 with a new fifth subparagraph by the following: "5. The public limited company formation, reorganisation and dissolution is governed by this law.
Relationships related to publicly traded companies, the regulation of this law, in so far as this does not conflict with the Cabinet of 7 January 1995, the provisions of no. 10 "on securities." "
4. Supplement article 3 with a new sixth, seventh and eighth by the following: "6. the public shares of the company may take both closed, and the public.
7. any company that is not a public joint stock company, may only be carried out in closed. So the company could make a public issue of its general meeting of shareholders to decide on the company's transformation into a public limited company.
8. Closed emissions are carried out in accordance with this law, but public emissions — in accordance with the Cabinet of 7 January 1995, the provisions of no. 10 "on securities." "
5. Supplement article 8 with a new fifth subparagraph by the following: "5. public joint stock companies the emission prospectus publication procedure determined by the Cabinet of Ministers of 7 January 1995, the provisions of no. 10" on securities. ""
6. Make article 9 the second paragraph by the following: "2. Announce a public subscription for shares and make public the emissions may be carried out only in accordance with the Cabinet of 7 January 1995, the provisions of no. 10" on securities "by recording the stock release of the securities market.".
7. Make the second paragraph of article 13, paragraph 4 as follows: "4) shares of the company (joint stock company or a public limited company), aim and direction.".
8. To make article 14, first paragraph, point 2 as follows: "2) limited liability company (joint stock company or a public limited company), aim and direction.".
9. Supplement article 21, second paragraph, point 1, after the word "money" with the following content: "(when you create a public limited liability company's capital securities public emissions, can invest only money);".
10. Express article 23 of the fourth, fifth, sixth and seventh subparagraph by the following: "4. the first two years of operation of the approval of the general meeting of shareholders the report on all types and categories of shares in the nominal value of the shares totaling bezbals shares in the company may not exceed 40 per cent of the share capital of the company after it is up.
5. release the name of the company or bearer of a closed issue under this Act.
Public joint stock company omits words or bearer of a closed issue under this Act or in the name or for the public issue of shares in accordance with the Cabinet of 7 January 1995, the provisions of no. 10 "securities".
6. emission shares Closed up with news on the emission of shares on behalf of the owner in the register of shareholders of each case.
Public emission shares are posted under the Cabinet of Ministers of 7 January 1995, the provisions of no. 10 "securities".
7. emission shares Closed the signatory obtains the right of shareholders to the moment when the acquisition of shares in the register of shareholders fixed.
The emission of the public shares the signer obtained shareholder rights to acquisition shares the moment of conclusion of the transaction. ".
11. Express article 24, first paragraph by the following: "1. the Management Board of the company organizes registered shares and the owner of the records in the register of shareholders."
12. Article 25:12.1 Express article name, first, second, third and fourth subparagraph by the following: "article 25. Stock shape and manufacture 1. Shares in paper form produced by the Government of the Republic of Latvia.
In paper form may be produced only in a closed emissions shares.
2. Public issue bearer shares are released in dematerialised form in accordance with the Cabinet of 7 January 1995, the provisions of no. 10 "securities" and the rules issued by the securities market Committee.
Public issue registered shares can be omitted in paper form, as well as to post to only issuers, in accordance with the Latvian central depository.
3. the message in the dematerialised form, determine the shares of the Latvian central depository.
Shares in paper form must include the following particulars: 1) the title of the document: "share";
2) type of shares to a corporation's name, place of incorporation and registered office;
3) shares of a nominal value, of the order number, owner's name or the name of the legal person;
4) category of shares and related rights provided for in the statutes;
5) shares a release date, the company's share capital, the size of the stock at the time of release.
4. form of the shares of paper signed by the Chairman of the Management Board (the President), and bear the imprint of the stamp of the company. ";
12.2. to consider the current fourth and fifth respectively on the fifth and sixth.
13. To supplement article 26 with the new fifth subparagraph by the following: "5. the shares of the company in all of one category of rights shares will not change regardless of the form of the shares, series, code or order number and disposition of the shares.".
14. Express article 27, second subparagraph by the following: "2. the advantages of the nominal value of the shares of the total shares of the company in the first two years of operation shall not exceed 25 per cent of the share capital of the company after it is up, but after two years of operation of the report to the general meeting of shareholders for approval of benefits total nominal value of the shares may reach 100 per cent in relation to the total nominal value of ordinary shares".
15. Express article 28 of the fourth subparagraph by the following: "4. The shareholders ' general meeting may take a decision on the exchange of preference shares to ordinary shares after the first approval of the annual report, if established by the company in their statutes or public limited company – advantage share prospectus.".
16. Article 30:16.1. supplement article 30 with a new first paragraph as follows: "1. public limited company shares to the owner of the full nominal amount and fees in article 44 of this law the third part in the case provided for in the prospectus of the issue must be paid.";
16.2. to consider the first part of the second part and express it as follows: "2. The shares of the company's shareholders, which is not a public limited company, the nominal value of the shares of the full amount and fees article 44 of this law the third part must be paid in shares in the case of release within the time limit provided for in the rules, which may not be longer than one year from the date of the open subscription to shares.";
16.3. to consider its second, third, fourth, fifth and sixth respectively on the third, fourth, fifth, sixth and seventh.
17. Supplement article 33 with a new seventh subparagraph by the following: "7. public joint stock companies must not issue the certificate.".
18. Article 34:18.1 Express heading and the first paragraph by the following: ' article 34. Emission shares closed go to another person's property to 1. If a shareholder owned shares and closed its emission he wants to realize other people, those shares with written notification be submitted to the Management Board of the company. ";
18.2. supplement article 34 with the new eleventh subparagraph by the following: ' 11. If the company's shareholders want to realize their shares publicly traded, the general meeting of shareholders to decide on the status of a public limited company and the securities market must be submitted to the Cabinet Committee of 7 January 1995, the provisions of no. 10 "securities" for the emission prospectus of emission shares closed, which will be released for public circulation.
The general meeting of shareholders to make changes in the company's statutes and to repeal restrictions on the transfer of shares in the possession of another person, in accordance with the Cabinet of 7 January 1995, the provisions of no. 10 "on the securities ' requirements and register changes enterprise register of the Republic of Latvia.
The company obtained the status of a public limited company after the enterprise register of the Republic of Latvia is a member of the general meeting by the changes to the statutes.
The stock market closed, the Committee recorded and allow emissions to be placed on the shares publicly traded under the Cabinet of Ministers of 7 January 1995, the provisions of no. 10 "securities" claims only after the status of a public limited company registration in enterprise register of the Republic of Latvia.

The Management Board of the company must be granted publicly traded emissions profile of closed shares serial number to be included in the emission prospectus. ".
19. Put article 35 (1) of the following: "1) reduces the share capital, except for the portion of the shares from circulation. Withdrawn-closed issue of shares to be cancelled, but the emission of shares to the public or to be retained in accordance with the Latvian Central Depository; ".
20. Article 36:20.1. to make the first, second, third and fourth subparagraph by the following: "1. the shares of the company's bonds may be omitted, if it is intended or in the statutes of the public emission prospectus.
2. the total value of the bond liability company must not exceed 50 percent of the shares of the company's share capital at the time of release of the bond.
Public joint stock company, the total value of the bonds may not be more than two times the paid-in share capital.
3. where provided for in the company's bond release rules, the release of new shares in the event the bond holder has the advantage of right to buy shares of bond values. Public emission bond owners are not eligible to obtain the benefits of a public limited liability company's new public or closed emissions trading.
4. If it is intended for 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 majority of its shareholders, it is also possible to decide all fully paid a bond Exchange to shares.
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. ";
20.2. to make the seventh subparagraph by the following: "7. all shares of the company leapfrogged bonds is 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, their numbers and value. ";
20.3. Add to article 36 to eighth by the following: ' 8. Public joint stock company leapfrogged all of the bonds may be the bond that has been posted and released, shall lay down the procedure for the circulation of the Cabinet of 7 January 1995, the provisions of no. 10 "on securities" and Latvian Central Depository regulations. ".
21. the express article 38 the fifth subparagraph by the following: "5. If shares of the company or a public limited company shall carry out the closed, the general meeting's decision should not be published, but if a public limited company shall make public issue, published emission prospectus and other information in accordance with the Cabinet of 7 January 1995, the provisions of no. 10" on securities ".".
22. Article 40:22.1. to make the first paragraph by the following: "1. If the company increases the share capital, with the participation of additional capital in the form of a closed issue, it suppresses new shares under the terms of the release of share and subscribe to them found.";
22.2. to supplement article 40 with a new second subparagraph by the following: "2. If a public joint stock company increases the share capital by attracting additional capital in the form of a public issue, it suppresses new shares after receiving permission to market the Securities Committee under the Cabinet of Ministers of 7 January 1995, the provisions of no. 10" on the securities '. ";
22.3. to recognize the second part of the third part and make the second sentence of the third paragraph the following wording: "If the outstanding amount of the shares of the previous release is a small (up to 10 percent of the value of the release), closed the case of emissions enterprise register of the Republic of Latvia or in the case of emissions the open market Committee may allow the increase of the share capital, even if the previous release of shares not fully paid.";
22.4. to recognize past third for a quarter and express it as follows: "4. If shares of the company's share capital shall be increased by involving additional capital, and the shares are paid with cash contributions, existing shareholders have pre-emption rights to new stock in this law article 46 and in the cases provided for in the agenda.
The public issue of shares owners released pre-emptive. ";
22.5. to recognise the current quarter on the fifth;
22.6. to recognise the current fifth of sixth and express it as follows: "6. the shares of the company, which increases the share capital in the form of a closed emissions without involving third party property, this Act does not apply to article 31, third paragraph, and article 42 of the second subparagraph of paragraph 2, the terms provided.".
23. Add to article 41, the second part with a new fourth sentence as follows: "public joint stock company in the cases specified in this article of the nominal value of the shares may not be altered.".
24. Article 42:24.1. to make the first paragraph by the following: "1. When deciding on the share capital increase with the additional involvement of capital, the company's general meeting of shareholders or, article 38 of this law is provided for in the fourth subparagraph, in the case of the Governing Board shall approve the new emission shares closed release.
The decision on the increase of the share capital with an additional raise capital in the public issue, the general meeting or general meeting of shareholders authorised authority verifies the emission prospectus under the Cabinet of Ministers of 7 January 1995, the provisions of no. 10 "on the securities '.";
24.2. the deletion of the second paragraph of point 4 and the fourth part;
24.3. adding to article 42, the second paragraph after paragraph 7 a new sentence as follows: "public joint stock companies must be communicated to the Executive Board decision on increase of the share capital of the enterprise register of the Republic of Latvia after the securities market Committee received permission to skip the public issue shares.".
25. Article 43 express, the title and the first paragraph, the first sentence by the following: ' article 43. Closed stock release emissions regulations and the company's prospectus 1. to make a new closed, the general meeting of shareholders or, in article 38 of this law is provided for in the fourth subparagraph, in the case of the Board, in deciding on the release of new shares, approved the stock release rules. ".
26. Article 44:26.1. to make the first paragraph by the following: "1. the New release of the nominal value of the shares is determined by the stock release regulations (in accordance with article 43 of this law) or emission prospectus (in accordance with the Cabinet of 7 January 1995, the provisions of no. 10" The securities ") pursuant to article 26 of this law.";
26.2. the second part be supplemented with a new third sentence as follows: "the Board of the public limited liability company's stock sale price of publicly traded time may change the securities market in the framework of the Committee, or in accordance with the emission prospectus.";
26.3. adding to the third part with a new second sentence as follows: "fees on the public shares of the company's shares must provide the emission prospectus.".
27. Article 45:27.1. to express the second subparagraph by the following: "2. Subscribing to the new shares of the company's shares closed in emissions, the signer must pay the entire premium and at least 25 per cent of the nominal value of the shares of the sign, as well as fees, the rest to be paid within the time limits of the Board with the calculation to each stock should be completely paid not later than one year from the date of the Republic of Latvia enterprise register of shareholders general meeting established in the decision on the release of new shares.
For all the public emissions using shares to pay the full price according to the emission prospectus stated.
If the shares in the public issue is not signed all of the emissions, the emissions shall be deemed to have been effected in the value of the shares subscribed. ";
27.2. to make the third paragraph as follows: "3. Subscribe for shares of the company's new release of the shares closed issue can be revealed only after the decision on the release of registered in the enterprise register of the Republic of Latvia."
16.3. to express a quarter by the following: "4. the emission of new shares closed winners may not sell them sooner than six months after they end.
Emissions of new public stock winners may be they sell without restriction only after full payment of the value of the shares. ".
28. Make article 46, the title and first paragraph as follows: "article 46. Pre-emptive rights to new shares of a closed emissions 1. Shares of the company's shareholders have pre-emptive rights to new shares closed the acquisition of emission in proportion to the number of shares they hold, if the share capital is increased, with cash investments. ".
29. Article 47:29.1. to supplement the first part with a new fifth sentence the following wording: "the decision of the general meeting of shareholders for the reduction of the share capital of a public limited liability company must not notify each shareholder by registered letter, but must be published in the Official Gazette of the Republic of Latvia and in at least one newspaper.";
29.2. to make the third paragraph as follows: "3. the provisions of the share capital reduction after registering enterprise register of the Republic of Latvia should be published only in the public limited-liability companies in the Republic of Latvia in the Official Gazette and at least one newspaper.".
30. the express 54. the first paragraph of article 6, paragraph 10 by the following:

' 10) to decide on the company's conversion to a public limited company, as well as joint stock companies winding-up, dissolution, continuation or its merger with other companies; ".
31. Article 55:19.3. to make the first paragraph by the following: "1. notification of the convening of the general meeting of shareholders to be issued only to public limited companies.
The notification is announced in the Official Gazette of the Republic of Latvia and in at least one newspaper not less than 30 days. ";
31.2. supplement article 55 of the new eighth subparagraph by the following: ' 8. public joint stock company with the Board of the Latvian Central Depository and in accordance with its terms can be arranged for identifying holders of shares who are invited to the general meeting of shareholders are in the first or third paragraph. ".
32. Article 58 of the Present fifth paragraph by the following: "5. the Management Board shall draw up the list of shareholders entitled to participate in the general meeting of shareholders. The list must include the shareholder or his representative name or ID number, the shareholder number of shares present or represented and the number and number of votes. ".
33. Article 59:33.1. to supplement the first part with a new second and third sentence by the following: "public issue voting shares owners obtain a voting right at the general meeting of shareholders together with the acquisition of the right of property to those shares. Shareholder voting rights may be limited, if the failure to comply with the Cabinet of 7 January 1995, the provisions of no. 10 "on the securities ' 63 and 64 article.";
33.2. the deletion of the fourth paragraph;
33.3. to consider the fifth, sixth, seventh, eighth and ninth part on the fourth, fifth, sixth, seventh and eighth.
34. the express article 61 the second and the third subparagraph by the following: "2. the decision on the status of a public limited liability company, joint stock company business objectives of the amendment of the mergers with other companies and the Elimination of the public is in effect, if they vote, shareholders representing not less than three quarters of the share capital paid.
3. to decide the law, 28, 34 and 43 29. issues provided for in article, and questions about the public issue, the amendment of the articles and the shares of the company, a quorum of the general meeting is required, which together represent no less than three-quarters of the share capital paid. ".
35. Add to article 79 of the new sixth by the following: "6. the public limited liability companies should communicate regularly to the securities markets Committee audited quarterly reports, which include the public limited liability company's balance sheet and a profit and loss statement. Quarterly report content, composition and submission deadlines determined by the stock market Committee. ".
Prime Minister m. cock financial Minister, Deputy Prime Minister Mr Piebalgs

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