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Supervisory Board

The Supervisory Board (“SB”) is part of an organizational structure which includes 2 governing bodies in the Company, the other governing body being the Executive Board (“EB”). This structure may be described as the classical two-tier-setup.

Division of Duties: The SB is the supervisory institution of the Company which represents the interests of Shareholders during the periods between the General Meetings (“GMs”) and supervises the activities of the EB within the scope specified by the Commercial Law and the Articles of Association (“AoA”) of the Company. The SB does not have the right to decide on issues which are within the competence of the EB. [...] However, it may be specified in the AoA that the EB shall acquire consent from the SB to decide on issues of major importance, such as acquiring participation in other companies, acquisition or alienation of undertakings, opening or closing branches, etc.

Composition: The SB consists of at least 3 members but not more than 20 members. Only physical persons can be SB members. No SB members can be EB members and vice versa.

Appointment/Dismissal Competence: The members of the SB are appointed/dismissed by decision of the GM. The SB members are elected to office for an indefinite period of time (if the AoA does not specify a shorter term). SB members elect from among themselves a Chairman of the SB and at least 1 Deputy Chairman. The Deputy Chairman performs the duties of the Chairman only if the Chairman is absent or has assigned such tasks to the Deputy Chairman.

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) Minutes of the GM;

(ii) List of the appointed SB members;

(iii) 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
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) Minutes of the 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
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