As per the general provision of the Commercial Law of Latvia, in the event that the shares of a shareholder are sold, other shareholders have the right of first refusal unless otherwise specified in the articles of association.
The seller of shares or the acquirer (buyer) of shares shall notify the board and other shareholders of the sale of shares, enclosing to the notice the purchase agreement or an accordingly certified copy thereof.
The term for the exercise of the right of first refusal is one month from the day when the notice of the sale of shares has been sent to all shareholders unless a shorter period is specified in the articles of association.
However, in practice, the right of first refusal is not always observed and shares are sold without notice and consent of the rest of the shareholders.
In the event that the shareholder did not have the opportunity to exercise the right of first refusal throughthe fault of the seller or buyer, then the shareholder has the right of redemption, i.e. the right to acquire the sold shares, dismissing the buyer due to the advantage over him and entering into his rights.
To do so, one should file a claim to the court against the seller and the buyer, at the same time making a deposit to the bank account of the judicial administration – in the amount equal to the selling value of the shares.
As a rule, at the time of filing the claim, the amount of the sale is not known, so it can be assumed that the shares were sold at a nominal value of each share.
It is possible to file a claim to the court for the exercise of the right of redemption only within one month from the day when the shareholder with the right of redemption became aware of the non-observance of his right of first refusal , but in any case no later than within a year from the day when a new register of shareholders was enclosed to the registration file of the company, in which the buyer of the shares is entered as a shareholder.
Recent News
