Step | Action | Documentation | Signatures? | Timing | Originals? | Notarization/ Certification? |
Waiver of Step? |
Miscellaneous |
---|---|---|---|---|---|---|---|---|
1 |
Convening of GM. |
Convening notice. |
Yes, to be signed by the EB. |
At least 30 calendar days prior to the GM. |
Yes. |
No. |
Yes, if all Shareholders concur. |
The notice shall be published by (i) announcement in the official gazette Latvijas VÄ“stnesis and in at least 1 other newspaper, if the Company has Bearer Shares; or (ii) sending written notices by registered mail to the Shareholders entered in the Shareholders Register, if the Company has Registered Shares. |
2 |
GM. |
Minutes of the GM. |
Yes, to be signed by the Chairman and Secretary of the GM, as well as at least 1 Shareholder elected by the GM to attests the accuracy of the Minutes. |
At the date as stipulated in the convening notice (unless waived, cf. Step 1). |
Yes. |
Yes, the signatures on the Minutes to be approved by the public notary. |
No (and a physical meeting is always required). |
The appointment will become effective as per the date of the GM and is generally not affected by the registration with the Commercial Register Office (cf. Step 3). |
3 |
Filing with the Commercial Register Office. |
(i) Application to the Commercial Register Office; (ii) Minutes of the GM; (iii) List of the appointed SB members; (iv) Written consent of the new SB member. |
Yes, application to be signed by the EB. Written consent to be signed by the new SB member. |
No later than 14 calendar days after the GM. |
Yes. |
No. |
No. |
1
Step 1
|
2
Step 2
|
3
Step 3
|
|||
0-1½ month** *Less than 30 days only possible if Step 1 is waived. **Notarization and a physical meeting may take additional time. |
Step | Action | Documentation | Signatures? | Timing | Originals? | Notarization/ Certification? |
Waiver of Step? |
Miscellaneous |
---|---|---|---|---|---|---|---|---|
1 |
Convening of GM. |
Convening notice. |
Yes, to be signed by the EB. |
At least 30 calendar days prior to the GM. |
Yes. |
No. |
Yes, if all Shareholders concur. |
The notice shall be published by (i) announcement in the official gazette Latvijas VÄ“stnesis and in at least 1 other newspaper, if the Company has Bearer Shares; or (ii) sending written notices by registered mail to the Shareholders entered in the Shareholders Register, if the Company has Registered Shares. |
2 |
GM. |
Minutes of the GM. |
Yes, to be signed by the Chairman and Secretary of the GM, as well as at least 1 Shareholder elected by the GM to attests the accuracy of the Minutes. |
At the date as stipulated in the convening notice (unless waived, cf. Step 1). |
Yes. |
Yes, the signatures on the Minutes to be approved by the public notary. |
No (and a physical meeting is always required). |
The dismissal will become effective as per the date of the GM and is generally not affected by the registration with the Commercial Register Office (cf. Step 3). |
3 |
Filing with the Commercial Register Office. |
(i) Application to the Commercial Register Office; (ii) Minutes of GM or resignation notice. |
Yes, application to be signed by the EB. |
No later than 14 calendar days after the GM. |
Yes. |
No. |
No. |
If the SB member resigns by himself/herself, no GM is needed and the resignation notice will be sufficient for the purpose of the filing. |
1
Step 1
|
2
Step 2
|
3
Step 3
|
|||
0-1½ month** *Less than 14 days only possible if Step 1 is waived. **Notarization and a physical meeting may take additional time. |
COBALT has provided all input about changing board members in Latvia. COBALT offices are leading [...] providers of legal services in the Baltics and Belarus with offices in Riga, Vilnius, Tallinn, and Minsk. The team of over 190 lawyers renders comprehensive legal services on all aspects of business and commercial law to local, regional and international legal entities, including multinational enterprises, international banks and financial institutions.
The Latvian office of COBALT is one of the oldest business law firms in Latvia offering leading-edge legal solutions in all key areas of business law. The firm is regularly top ranked by all international legal directories across practice areas.
For more information about COBALT and changing board members in Latvia, please use the below contacts:
TEL: +371 6720 1800EMAIL: riga@cobalt.legal
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