Register of Enterprises. Execution of Documents and Use of Electronic Signature

28.01.2015 Irina Stromberga, lawyer

Each company from time to time needs to register in the Register of Enterprises of Latvia the changes in the composition of shareholders or the board or any other information. Although the Register of Enterprises is trying to provide as much information and sample documents on its website as possible still one makes a great deal of mistakes while filling out the documents. It seems like filling out the “Division of the Register of Shareholders” is the most difficult task. So what are these rules and the most common mistakes? First of all, we would like to point out that the Commercial Law does not provide the exact form of the “Division of the Register of Shareholders” but just mentions the information that should be specified in this particular document. Therefore you can either use the form suggested by the Register of Enterprises or your own form if only it contains all the relevant information, and namely:

  • name of the company, registration number, legal address and – in certain cases – information regarding whether the company is undergoing liquidation or insolvency proceedings, as well as the title of the document itself;
  • the sequence number and the date;
  • the sequence number of the entry, using continuous numbering of entries from the first division of the register of shareholders;
  • sequence numbers of shares;
  • information about the shareholders:
    a) for a physical person – the given name, surname, personal identity number (if the person does not have a personal identity number – the date of birth, the number and date of issuance of a personal identification document, the state and authority, which issued the document) and address where the person may be reached;
    b) for a legal person – the name, registration number and legal address;
  • the nominal value of a share;
  • the number of shares of each shareholder;
  • the deadline for paying-up of the shares.
  • in case the shares are being sold – the signatures of the one selling the shares and the one purchasing the shares. And what if the shareholders live in another country? Should they go to Latvia? Or should they issue a power of attorney authorizing another person to sign on their behalf? Yes, it could be the option. Another option would be to send the power of attorney to another country so that the shareholder would notarize his signature at his local notary’s and then send it back to you. 

One mote important thing – the law says that the document must be submitted to the Register of Enterprises not later than within 3 days after it has been signed. It means that if you need to send the documents to another country for signing and then spend some time on translating the notarization, 3 days will not be enough to do it. However there is a solution here – a representative of the company must be the last one to sign. Only after he has signed the document one will have to start counting those 3 days. 

You can also use the electronic signature – the Register of Enterprises accepts such documents as well. However you should bear in mind that one and the same document cannot be signed partially in the electronic form and partially in hard copy format. One can combine only different documents but not signatures on the same document. E.g., you can submit to the Register of Enterprises a part of documents in hard copy format, learn your case number from them and then within 3 days send them the rest of the documents signed with electronic signature specifying the case number. 

In case you have any doubts whatsoever we suggest you should consult the lawyer. Specialists of the law firm INLAT PLUS have wide experience in working with the Register of Enterprises be it incorporation of the company or registration of amendments or liquidation. We know and take into consideration all details regarding drafting and finalizing the documents since we know for certain that everything matters when the Register is concerned.

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