Registration of a public joint stock company in Latvia

Registration procedure

The registration procedure consists of five steps:

1. Choosing a name, collecting and compiling the necessary documents.

   The name of the company cannot duplicate the name already existing in the Register. It is forbidden to use obscene words or ambiguous concepts, as well as the name of state structures and local governments, the words "state" and "self-government". In this case, the name must necessarily indicate the legal form of the company (AS). The name often uses the words "Ltd.", "Limited", "International", "Group" All documents must be in Latvian

2. Payment of the authorized capital of the company and official payments

   It is very easy and fast to pay the share capital of a company in Latvia in any bank. The bank will create a temporary bank account for this, and the founder(s) can immediately deposit capital into it, after which the bank will issue a certificate of the deposited amount.

3. Certification and submission of documents in the Register of Enterprises of Latvia

   The following package of documents must be submitted to the Register of Enterprises:

   • Application for registration in the prescribed form (includes information about the members of the Board of Directors and the share capital of the company)
   • Company charter
   • Memorandum of association (decision on creation in the case of one founder)
   • Register of shareholders
   • Confirmation of the contribution of the authorized capital (in the case of a property investment - documents confirming the value of such an investment)
   • Consent from each member to be elected to the Board of Shareholders
   • Consent to be elected to the Board of Directors from each director
   • Sample signatures of members of the Board of Directors
   • Notice of registered office of the company
   • Document confirming the payment of the state fee
   • The consent of the property owner to register the legal address of the company being created (may be a lease agreement)
   • A document confirming the payment of the fee for the publication of information in the official gazette of Latvia

   Application for registration of a company in the Register of Enterprises, Consent for appointment to the Board of Directors from each director and signature samples, as well as the Register of Shareholders must be certified by a notary, an official of the Commercial Register or signed with a secure electronic signature using an eID card (only for citizens of Latvia or those who have resident card). After registration, the client receives the following documents:

   • The decision of the state notary on registration;
   • Registration certificate (for an additional fee);

   Any person has the right to receive copies of documents (available in the archive) from the Register of Enterprises for a fee.

4. Registration of employees with the State Revenue Service for the payment of mandatory state social insurance contributions

   It is obligatory to register with the territorial body of the State Revenue Service for: employers, self-employed persons, domestic workers working for foreign employers, and foreign employees working for foreign employers. The employer registers the employee with the State Revenue Service no later than one day before the person starts work, if the application was submitted in paper format, or no later than one hour before the person starts work, if the application is submitted electronically. declaration system. In addition, a person may be registered at any customer service center of the State Revenue Service. In addition, in the process of registering an employee, it is necessary to indicate his profession (position in the company, specialty) in accordance with the classification of professions. There is an electronic declaration system of the State Revenue Service, but it is available only for citizens of the Republic of Latvia or persons who have a residence permit in Latvia

5. Registration with the Tax Authority as a VAT payer

   Mandatory registration as a VAT payer is required if the amount of taxable transactions exceeds 50,000 Euros, but if the annual turnover does not exceed this amount, registration is voluntary. An application for obtaining a VAT number can also be submitted to the Register of Enterprises, along with other documents when registering a company. After successful registration, the company will receive a Registration Decision.

Requirements to the authorized capital and shares

• Minimum share capital EUR 35,000;
• Share capital contributions can only be made in cash;
• Before filing an application for registration, the share capital must be subscribed in full and paid up in the amount of at least 35,000 euros and 25% of the authorized capital determined by the memorandum of association;
• The entire amount of the share capital specified in the articles of association must be paid in full within a year after the signing of the memorandum of association;
• The minimum nominal value of one share is 10 euro cents. The nominal value of shares of different categories may differ.
• Shares can be of different categories with different scope of rights (for example, the right to vote, the right to receive dividends, etc.);
• It is possible to issue preferred shares, which provide special rights to receive dividends and liquidation quotas. But preferred stock does not carry voting rights;
• Shares can be registered and bearer. Information about the owners of registered shares must be registered in the internal register of shareholders. The issue of bearer shares must be registered with the Central Depository of Latvia, and the owner of the shares has the rights arising from the shares;
• Shares may be an object of public circulation (may be sold on the regulated market for financial instruments);

Management requirements

• The executive body is the Board of Directors, which manages the company and represents its interests;
• Minimum number of members of the Board of Directors is one (if the shares are publicly traded, the minimum number is three);
• There is no residency requirement for directors;
• The director can only be a natural person;
• A supervisory body must also be created, which represents the interests of shareholders between meetings and controls the activities of the Board of Directors - the Board of Shareholders;
• The Board of Shareholders is elected by shareholders for a term not exceeding five years;
• The Board of Shareholders elects and dismisses members of the Board of Directors, has the right to demand from the Board of Directors a report on the situation in the company at any time;
• The minimum number of members of the Board of Shareholders is three (if the shares are publicly sold, then five), the maximum number is twenty.

Requirements for shareholders

• Shareholders of the company can be both individuals and legal entities;
• Shareholders of the company can be both residents and non-residents of Latvia;
• The minimum number of shareholders is 1, the maximum is not set;
• The rights (including voting rights) of shareholders depend on the category of shares. Unless otherwise provided in the articles of association or law, the Meeting of Shareholders takes decisions by a majority of votes of the shareholders present who have the right to vote;
• The meeting of shareholders must be convened in the administrative territory where the (registered office (legal address)) of the company is located, unless otherwise specified in the articles of association;
• Information about shareholders is not available in the public Register of Enterprises.

Office of the company

• There is a requirement to have a registered office of the company in the territory of Latvia;
• To use the premises as a registered office, you must obtain written permission from the property owner (may be a lease agreement);
• Information about the legal address is recorded during the registration of the company in the Notice of the legal address

Reporting, audit

• Monthly reporting on VAT, social and excise taxes is provided;
• The company must submit its annual report to the Register of Enterprises and the Tax Service by April 31 of each year;
• The tax return is also submitted to the tax office, after which within 15 days you need to pay the company's income tax;
• The annual report is subject to certification by a licensed auditor if the company meets two of the 3 criteria:
  • Balance amount - more than 36600 Euro;
  • Annual turnover - more than 711 500 Euro
  • Average number of employees per year - more than 25

Registration of a limited liability company in Latvia