Until July 1, 2016 all capital companies (limited liability companies and joint-stock companies) registered in the Republic of Latvia are obliged to submit to the Register of Enterprises an edited version of the statutes, in which a value of the share capital is stated in euro. Starting from July 1, 2014, any amendment to the statutes of the capital companies can be submitted for registration with the commercial registry only if the share capital is denominated from Latvian lats into euro.
Upon denomination of the share capital the capital companies shall observe the following rules:
- The nominal value of the shares of the limited liability company shall be stated in euro, while the nominal value of the shares of the joint-stock company may be stated in euro and cents;
- Applicable exchange rate is 1 EUR = 0.702804 LVL;
- Existing proportionality among shareholders of the capital company shall be maintained and amendments to the actual value of the share capital shall be maintained as minimal as possible;
- The share capital should be rounded to the nearest cent by taking the third decimal place after the point. If the third digit after the point is:
- from 0 – 4, then the value of a cent is not changed;
- from 5 – 9, then the value of a cent is increased by 1;
- The value, which remains as a result of rounding the share capital, shall be paid to the shareholders in proportion to the shares owned by them. Shareholders may also decide to transfer the remaining value of the share capital to the company’s reserve fund;
- In case of the limited liability company a current folder of the shareholder register indicating shares owned by shareholders after denomination of the share capital shall be submitted to the Register of Enterprises along with a new version of the statutes.
Capital companies shall not pay state fees for amendments to the statutes, and registration of the current folder of the shareholder register and making entries in the commercial registry, if they relate to changes concerning denomination of the share capital into euro and if the capital company submits all the required documents for denomination during the period from January 1, 2014 until July 1, 2016.
Documents required for denomination of the share capital shall not be certified before a notary.
If you have any question or you need any legal advice, please contact LEXTAL lawyers: email@example.com