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Executive Board

The Executive Board (“EB”) in a Limited Liability Company (“LLC”) is part of either (i) a one-tier setup with the EB being the sole governing body or (ii) an organizational structure which includes 2 governing bodies in the Company, the other governing body being the SB. The latter may be described as the classical two-tier-setup.

Division of Duties: The management and representation rights of the Company are under the exclusive competence of the EB. The EB supervises and manages the affairs of the Company and is responsible for the commercial activities of the Company, as well as for accounting in compliance with the law. All EB members have representation rights and represent the Company jointly, if the AoA does not specify otherwise.

Composition: The EB consists of at least 1 member and no maximum applies. Only natural persons can be members of the EB. No SB member can be EB members and vice versa.

Appointment/Dismissal Competence: The members of the EB are in a LLC elected to office by the GM (irrespective whether a SB is established) for indefinite period of time, if the AoA does not specify a specific term. The Chairman of the EB (who shall organise the activities of EB) is elected by the EB among themselves. If, however, the Company has established a SB, the AoA may provide that the Chairman of the EB is appointed by the SB.

Alternates: Not applicable.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Latvia on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with COBALT before actually changing any board members in Latvia.

Appointment
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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 14 calendar days before the GM (unless the AoA states otherwise).

Yes.

No.

Yes, if all Shareholders concur.

Notice shall be sent to all Shareholders at the addresses indicated in Shareholders Register (unless the AoA requires otherwise).
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 have 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) SB Meeting minutes;

(iii) List of the appointed EB members;

(iv) Written consent of the new EB member.

Yes, application to be signed by the EB.

Written consent to be signed by the new EB member.

No later than 14 calendar days after the GM.

Yes.

Yes, written consent of the new EB member to be signed in front of the public notary.

No.
1
Step 1
0-14 days*
2
Step 2
0 days
3
Step 3
0-14 days

0-28 days**

*Less than 14 days only possible if Step 1 is waived.

**Notarization and a physical meeting may take additional time.
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Dismissal
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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 14 calendar days before the GM (unless the AoA states otherwise).

Yes.

No.

Yes, if all Shareholders concur.

Notice shall be sent to all Shareholders at the addresses indicated in Shareholders Register (unless the AoA requires otherwise).
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 have 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) SB Meeting Minutes 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 EB 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
0-14 days*
2
Step 2
0 days
3
Step 3
0-14 days

0-28 days**

*Less than 14 days only possible if Step 1 is waived.

**Notarization and a physical meeting may take additional time.
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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 1800
EMAIL: riga@cobalt.legal
WEB: www.cobalt.legal