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It is not so hard at all to establish a company in Latvia if only there is somebody to help You with the process itself or at least with an advice.
Trust us and we with pleasure would undertake the role of Your adviser!
In case You choose “Primum” for accounting services for Your new company then we will make all the necessary registration documentation for creating of Ltd free of charge.
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However, if You still are willing to create Ltd by Yourself then in the following part of the writing You can find advices of how to make registration of Limited Liability Company or in other words how to register Ltd as well as You will be able to get all the necessary documentation examples for registration of Ltd.
Decision and Agreement of Foundation
The first step for creation of Ltd is to compile the foundation documents. Depending on the number of participants in Ltd foundation agreement or foundation decision has been compiled. In the agreement and decision of foundation the place and date is indicated – when and where the agreement has been complied, further comes the information about the founder(s). There are several parts both for decision and agreement of foundation which can vary from those mentioned here that is why we will describe the most typical ones.
First part: Enterprise. There information about the name of the enterprise is indicated. Before writing the name of the enterprise in the foundation documentation it would be advisable to make sure if the name does not contradict to what is stated in the commercial law and if it has not already been used by another enterprise.
Second part: Equity capital of Ltd. In this section the amount (in LVL) of equity capital is indicated as well as the number of capital parts of how it is divided is shown. The amount of capital parts You can choose Yourself what is important that the value of each capital part equals a rounded number ie. the equity capital should divide with the amount of the shares.
Third part: Payment of equity capital. The founder decides in what way he will carry out the payment of equity capital. The possibility to pay the equity capital with the property investment should be taken into consideration. If the property investment does not reach 50% of the equity capital and is not greater than 4000 LVL then the founder itself assesses property investment. The possibility to pay the half of the equity capital during one year should also be taken into consideration. This means that already today You can register Ltd for 1 LVL + state tax. An example: the founder makes the payment of 999 LVL, 1 LVL is being paid in the bank account and 1000 LVL is being paid during the year since the registration of Ltd.
In the fourth part the number of capital parts for each founder is described. It should be also noted what is the common value of the capital share for each founder.
The fifth part indicates the allowable amount of foundation of Ltd.
The sixth part is made of special obligations which are allocated to some person. In this part the authorized person for opening a bank account should be indicated. There is a chance to authorize the third person and to hand in and to receive documents in the Register of the Republic of Latvia.
The seventh part indicates the members of the board.
The eight part indicates the members of the council. The founder can choose whether Ltd. will be the council or not.
The Example of Foundation Decision (completed)
The Example of Foundation Agreement (completed)
Statutes
An important document is the Statutes of Ltd. As for any documents also for Statutes of Ltd the indication of date and place of issue is necessary. The Statutes of Ltd. as a very important document can be very broadly described with lots of parts and sections however at the same time this document can be quite short concise. It all depends on the specifics of the company operations as well as on wishes of the founder. We offer to have an insight to the most typical form of Statutes.
In the first section of Statutes the name of the company is indicated. It would be advised to write full name i.e. – Ltd. “Name”.
Second section: equity capital of Ltd. Here similarly to Foundation Decision the amount of equity capital in LVL as well as its division by parts is indicated.
The name of the third section is the gathering of participates. Here You can indicate which question can be decided only by the gathering of participates by this limiting the power of attorney of the board members. For example only the gathering of participates is authorized to decide on the purchase of real estate or make deals for bigger amount than previously fixed. Such limitations are useful if the founder itself does not actively participate in the administration of Ltd.
Fourth section: administrative body of Ltd. In this section it is indicated from how many board members the board consists and if the board members have the right to represent the company separately or only together. By this You can limit the authority of a certain member. For example, there are two board members in Your company. For Yourself You anticipate the possibility to represent the company separately while the other board member can represent the company only together with You.
Example Of Statutes In Case Of Several Founders (completed)
Statement Of Property Contribution
If You choose to prepay part of the equity capital with the Property Contribution then You have to prepare the document – Statement of Property Contribution. Mostly this document contains two parts.
In the first part the contributed subjects are described as well as their belonging is given, i.e. to whom the subjects belonged before investing into the equity capital of Ltd. To the description of the subject the name, the serial number, the year of the emission and the country of production should be indicated.
In the second part the value of the contributed property should be indicated.
Example Of Statement Of Property Contribution (completed)
Announcement Of Legal Address
This document is made by the board of Ltd and the legal address of where the board is located is indicated in the document.
Example Of the Announcement of Legal Address (completed)
The 4th - The Application For Writing Capital Cooperation In The Commercial Register
This is a form made by the Commercial Register which has to be filled in and handed in together with the rest of the above mentioned documents for registration of Ltd. In the 4th form it is clearly defined what kind of information is asked from the founder of Ltd but You can find the necessary information by checking the documents of section “Advice”. This form has to be certified by a certified notary or by the notary of the Commercial Register.
In the situation when You have a board member which is not the founder and has not signed the 4th form then it should be taken into consideration that for this board member it is necessary to have a separate signature example which should be certified by a certified notary or the notary of the Commercial Register. Also a document which certifies the agreement to be a board member is necessary.
Example Of Agreement To Be A Board Member (completed)
If You have any questions regarding the above mentioned documents or regarding how to establish Ltd we will be happy if You would contact us.