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With its features, Latvia is tearing through being the new center of attraction for foreign investors. Many companies transfer some operations to here or found a new company. Factors like being a member of the EU, being very close to European and Russian markets and being very close to important roads are the fundamental reasons why Latvia is preferred by foreign investors. Investors who want to benefit from these advantages have to know about address transferring process in order not to experience any problem. In our article, we will mention this process in detail.
How is company address transfer to Latvia done? If professional consultancy service is benefited from during this process, which advantages are provided?
Company address transfer to Latvia means restructuring process for that company. At the end, related company will continue running in Latvia. This process has two phases in general.
First stage occurs in the origin country. That means, in the first stage, there is no need to provide any document to related institutions of the Latvian state.
If draft restructuring agreement provided to the related company registry office in Latvia is changed although it was added to company’s registry folder, up-to-date restructuring agreement must be provided to the registry office. This way, restructuring process begins.
Participants meeting is arranged regarding this agreement and it is evaluated. Then, a decision is taken within a month regarding the situation. If company decides to notify debtors before this process in an official way, this notification is delivered to debtors after the decision is taken.
Another important detail about company address transfer to Latvia is changing name or type of companies that are involved in restructuring. It should be noted that such a situation is not considered as a reason to change draft restructuring agreement.
Introduction and Documents to be Sent
In the meeting with company representatives, company address transfer is decided upon. Then, main company agreement is approved, administrational committees are selected and other necessary steps to complete the process are taken.
In this address change process, transformation rules are valid. It is necessary to act upon regulations in articles 358 and 360 of the Trade Law. Some documents must be provided in relation with these articles. If provided documents are OK and there is no other problem before the requested change, Company Registry Office creates a new company registry.
Based on the related articles in Trade Law, members have some rights like attending a meeting remotely, voting remotely and voting before a meeting. Documents to be sent in this process are:
- >>> Application form KR4
- >>> Pre-transformation certificate (For a registered company to be transferred to a different EU state, a document by origin state’s company registry office that shows a registered company is suitable to run there)
- >>> Main agreement, executive board decision and if exists, assembly decision regarding company address transfer to Latvia
- >>> Written approvals from executive board members as well as auditing board members if available
- >>> Executive board statement regarding registered office
- >>> A document or receipt that shows necessary payment to state institutions has been completed
- >>> Letter of opinion from a real estate investment expert regarding property sufficiency
- >>> Main Agreement
- >>> Participant registry section
* Due date to deliver these documents to Company Registry Office is 14 days after all actions are completed and 3 months after notification is published.
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Meeting Decision by Participants
A decision in regard to transferring company address to Latvia is taken by general assembly. A document related with such a decision has to include the following information:
- >>> Company’s name, legal address and registry number
- >>> Share distribution among company members
- >>> Share change ratios and if exists, bonus amount
- >>> Transfer terms of company shares to transformed company’s members
- >>> Rights provided to the old company’s executive and auditing board members and company itself by transferee company
- >>> Approval decision about main agreement
- >>> Type of buyer company
- >>> Address and registered office of buyer company
- >>> Due dates for all to-dos during restructuring process
- >>> Constitution of assigned committee
- >>> Constitution of assigned committee in case a council is founded
If there is no article on the contrary in main agreement, the decision has to be taken by majority of 2/3. Document, protocol or others regarding the taken decision have to be provided to Company Registry Office after they are approved by decision makers.
- Meeting Protocol Form for Participants (DOCX)
- Example, filled in (PDF)
- Decision Form for Participants (DOCX)
- Example, filled in (PDF)
Main agreement during company address transfer to Latvia determines the most important principles regarding company functions. It should be signed and approved by company founder or founders. It has to include the followings:
- >>> Company name
- >>> Company’s activity duration and activity purposes
- >>> Capital information (capital size, number of shares, nominal price)
- >>> Representation right regarding the company (Situation of executive board members to have the right to represent solitarily or conjointly)
- >>> If it exists, number of members of company assembly
- >>> Special conditions regarding share sellout
- >>> Signature and date
If considered as necessary by the company founder, other information and statements should also be included. Additionally, it shouldn’t be forgotten that main agreement includes provisions only.
Registration of Participants
Registration of participants is a document where actual share distribution among participants and exact compositions are shown. It is a document that must be signed by all executive board members. Additionally, it can be signed by the chairman of executive board or one board member on behalf of another if respective warrant of attorney document is available. In this document that is necessary to transfer company address to Latvia, the following information has to exist:
- >>> Document title (participants registry)
- >>> Company name
- >>> Registry office
- >>> Division number and division date
- >>> In case participants are real entities, their names, surnames, personal identity codes and addresses (If participants don’t have Republic of Latvia personal identity codes, identity card document number, identity card date and date of birth information must be stated)
- >>> In case participants are legal entities, their names, registry numbers and registry offices
- >>> Serial number records
- >>> Partial serial numbers
- >>> Amount of shares owned by participants
- >>> Nominal prices of shares
- >>> If not paid yet, due payment date of shares
- >>> If already paid, payment dates of shares
- >>> If share certificates belong to multiple individuals; name, surname, personal identity code and address of the common representative assigned according to the respective article of Trade Law (If participant doesn’t have Republic of Latvia personal identity code, identity card document number, identity card date and date of birth information must be stated)
During company foundation procedure, a section of which serial number starts with 1 is created. For each participant, separate entries are done and numbering starts from 1. Depending on the number of sections that belong to participants, serial numbers of sections are stated. For example, if there are two participants with 10 sections for each, serial numbers are expressed as 1-10 and 11-20.
Evaluation of Property
In case of capital increase during the process of company address transfer to Latvia, it is important to evaluate transformation sufficiency of the related company. In order for this evaluation to be made, property evaluation takes place for related portion of assets of each company to be divided. Important rules here are as below:
- >>> In case of restructuring decision is verified by an auditor, opinion about property evaluation is provided.
- >>> In case of restructuring decision is not verified by an auditor, the opinion must be provided by one of the property evaluation experts in Company Registry Office.
Filling In The Registration form
In case of a capital company or association is founded, application form KR4 and KR3 have to be signed by founders or other individuals authorized by founders. In case of signatures by an authorized individual other than a founder, notary-verified warrant of attorney must be submitted. It shouldn’t be forgotten that this is a must condition in case of signatures by authorized individuals during company address transfer to Latvia.
Signature Approval Phase and Fees
Before delivering the documents, signatures must be verified (initial company’s KR3 and KR4 application forms, registry of participants and approvals by executive board members. Options to verify signatures are as below:
- >>> Certified notary
- >>> Signing related documents with a secure e-signature and time stamp (In case of signatures from multiple individuals are necessary, all signees must have e-signatures)
- >>> Orphan’s Courts (In case an individual has Republic of Latvia identity code and there is no notary where he/she lives)
Before making an application for registration, necessary fee must be paid to related state institutions. It should be noted that registration at Company Registry Office will be completed only if necessary fee is paid during company address transfer to Latvia. Payment must be done through a bank at least 2 days before submitting related documents.
State fee is 150€ and during payment, registry number, name and related service must be stated.
Submission of documents of application and related documents is done by the related committee or other individual authorized by the committee. There are two ways to submit related documents at this point, which are:
Signing an e-mail with an e-signature:
- >>> Documents must be signed with a smartcard (e-signature card or eID) or eParaksts mobile portal.
- >>> Additional signature verification is not necessary.
- >>> Documents electronically signed by institutions in other countries are also accepted.
Delivery via post:
- >>> Signed documents are submitted to Company Registration Office via regular post
- >>> A payment order must be attached to the post in order for related payment to be made
In case of the process of company address transfer to Latvia is completed without any problem, unique advantages offered for foreign investors can be benefited from. Residency permit, citizenship and tax incentives are only some of these privileges.
Why Is Consultancy Service Important?
Company address transfer to Latvia is a legal process. Therefore, it is very important for the process to be followed according to Latvian regulations. At this point, in order not to experience any problem, it is very important to receive professional consultancy.
Having sufficient level of experience regarding how steps should be taken according to legal regulations, “Invest Latvia” can conclude this complex process in a positive way for you within the shortest possible time.
Experts in our company can make necessary applications on behalf of you in order to get the fastest result after discussing with you about the topic. For all your questions about the process and consultancy services, you can contact us.
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Igors Krumins continues his activities as a commercial and international lawyer within the body of “Jurmala Invest”. He has more than 10 years of experience, especially in the investment sector, and has provided consultancy services to numerous companies with his legal expertise. He successfully completed his undergraduate studies at Baltic International Academy and graduate studies at Latvijas Universitate. Apart from his native Latvian language, he can also speak Russian and English fluently.