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in order to protect interest of third parties 1)FIRST DIRECTIVE (68/151/EEC)

EU requirements to provide disclos i ng of information concerning the company and its br a nch e s. in order to protect interest of third parties 1)FIRST DIRECTIVE (68/151/EEC) 2) ELEVENTH COUNCIL DIRECTIVE ( 89/666/EEC ). FIRST COUNCIL DIRECTIVE (68/151/EEK)

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in order to protect interest of third parties 1)FIRST DIRECTIVE (68/151/EEC)

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  1. EU requirements to provide disclosingof information concerning the companyand its branches in order to protect interest of third parties 1)FIRST DIRECTIVE (68/151/EEC) 2) ELEVENTH COUNCIL DIRECTIVE ( 89/666/EEC)

  2. FIRST COUNCIL DIRECTIVE(68/151/EEK) co-ordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, with a view to making such safeguards equivalent throughout the Community

  3. THE COUNCIL OF THE EUROPEAN COMMUNITIES, …Having regard to the Treaty establishing the European Economic Community …Having regard to the General Programme for the abolition of restrictions on freedom of establishment, ... especially in regard to companies limited by shares or otherwise having limited liability, since the activities of such companies often extend beyond the frontiers of national territories; …since the only safeguards they offer to third parties are their assets; … to limit the cases in which nullity can arise and the retroactive effect of a declaration of nullity, and to fix a short time limit within which third parties may enter objection to any such declaration HAS ADOPTED THISArticle 1 The co-ordination measures prescribed by this Directive shall apply to the laws, regulations and administrative provisions of the Member States relating to the following types of company:

  4. The co-ordination measures prescribed by this Directive shall apply to the laws, regulations and administrative provisions of the Member States relating to the following types of company: Article 1 of Directive The co-ordination measures prescribed by this Directive shall apply to the laws, regulations and administrative provisions of the Member States relating to the following types of company: - Latvijā: Sabiedrības ar ierobežotu atbildību (LLC), Akciju Sabiedrības(SC), Komandītsabiedrības ( limited partnerships); What kind of information must be disclosed?

  5. Kinds of open information • Article 2 of Directive • Member States shall take the measures required to ensure compulsory disclosure by companies of at least the following documents and particulars: • (a) The instrument of constitution, and the statutes if they are contained in a separate instrument; • The appointment, termination of office and particulars of the persons who either as a body constituted pursuant to law or as members of any such body: (i) are authorised to represent the company in dealings with third parties and in legal proceedings; • (ii) take part in the administration, supervision or control of the company. • It must appear from the disclosure whether the persons authorised to represent the company may do so alone or must act jointly; • (e) At least once a year, the amount of the capital subscribed, … • f) (f) The balance sheet and the profit and loss account for each financial year. ..

  6. Kinds of information keeping in Register The Latvian Commercial Law. Section 8. Contents of the Record in the Commercial Register (3) In respect of a capital company the following information shall be recorded in the Commercial Register: 1) firm name; 2) type of capital company; 3) given name, surname, personal identity number, residential address and office held of the members of the board of directors, members of the council (if the capital company has formed a council); 4) the right of the members of the board to represent the capital company individually or jointly; 5) amount of equity capital, separately indicating the subscribed and paid-up amounts of equity capital; (

  7. The Latvian Commercial Law. Publication • Section 11. Promulgation of Records in the Commercial Register • All records of the Commercial Register shall be promulgated by publishing them in the newspaper Latvijas Vēstnesis [the official Gazette of the Government of Latvia], at the same time publishing them electronically. Similarly, information regarding documents of incorporation and their amendments, regarding draft reorganisation agreement and amendments thereto, indicating the date of registration and the number of the Commercial Register file in which the document is located shall be promulgated. • (2) Commercial Register records and information for publication shall be submitted by an official of the Commercial Register within three days (excluding holidays and public holidays) from the date when the record was entered. Commercial Register records and information shall be published at the expense of the relevant merchant if a different procedure for covering the costs of publication has not been specified by law. • (3) The amount of costs and procedures for collection thereof shall be determined by the Cabinet.

  8. Possibility to buy at a law price Article 3 of Directive 1. In each Member State a file shall be opened in a central register, commercial register or companies register, for each of the companies registered therein. 2. All documents and particulars which must be disclosed in pursuance of Article 2 shall be kept in the file or entered in the register; the subject matter of the entries in the register must in every case appear in the file. 3. A copy of the whole or any part of the documents or particulars referred to in Article 2 must be obtainable by application in writing at a price not exceeding the administrative cost thereof. The Latvian Commercial Law. Section 15.State Fees (2) A State fee in the amount determined by the Cabinet shall be paid for extracts from the Commercial Register and for extracts or copies of existing documents in the Commercial Register file, as well as for the issuance of notices. The amount of the referred to State fee .

  9. Have you known the relevant information? Article 3 of Directive 5. The documents and particulars may be relied on by the company as against third parties only after they have been published in accordance with paragraph 4, unless the company proves that the third parties had knowledge thereof. However, with regard to transactions taking place before the 16 th day following the publication, the documents and particulars shall not be relied on as against third parties who prove that it was impossible for them to have had knowledge thereof. The Latvian Commercial Law. Section 12. Public Access to the Commercial Register (1) Records in the Commercial Register shall be in effect as to third persons from the date of their publication. This provision shall not apply to legal activities, which are performed within 15 days following the promulgation of the record, insofar as the third person can prove that he or she did not know or could not have known the relevant information.

  10. Article 4 of Directive Letters and forms Member States shall prescribe that letters and order forms shall state the following particulars: - the register in which the file mentioned in Article 3 is kept, together with the number of the company in that register; - the legal form of the company, the location of its scat and, where appropriate, the fact that the company is going to likvidation . Where in these documents mention is made of the capital of the company, the reference shall be to the capital subscribed and paid up. The Latvian Commercial Law. Section12Public Access to the Commercial Register (4) If a merchant is sent information, documents or other correspondence to their legal address as recorded in the Commercial Register, it shall be deemed that the merchant has received such documents, information or other correspondence, if the sender proves documentarily that such sending was performed.

  11. Article 7 of DirectiveUnlimited responsibility of founders If, before a company being formed has acquired legal personality, action has been carried out in its name and the company does not assume the obligations arising from such action, the persons who acted shall, without limit, be jointly and severally liable therefor, unless otherwise agreed. The Latvian Commercial Law. Section166. Lliability of Founders (1) Founders shall be solitarily liable for losses, incurred by the company and third persons, which occurred during the founding of the company as a result of the founders having acted maliciously or negligently.

  12. ELEVENTH COUNCIL DIRECTIVE of 21 December 1989 concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State (89/666/EEC)

  13. Theaims THE COUNCIL OF THE EUROPEAN COMMUNITIES, ...Having regard to the Treaty establishing the European Economic Community, and in particular Article 54 thereof, ...whereas the opening of a branch, like the creation of a subsidiary, is one of the possibilities currently open to companies in the exercise of their right of establishment in another Member State; ... Whereas in respect of branches the lack of coordination, in particular concerning disclosure, .. Whereas in this field the differences in the laws ...and it is therefore necessary to eliminate such differences .. Whereas such disclosure relates to a range of important documents and particulars and amendments thereto; ..., this Directive must also cover branches opened by companies governed by the law of non-member countries and set up in legal forms comparable to companies to which Directive 68/151/EEC applies HAS ADOPTED THIS DIRECTIVE .

  14. Branches of companies from other Member States • Article 2 of Directive • 1. The compulsory disclosure … shall cover the following documents and particulars only: • (a) the address of the branch; • (b) the activities of the branch; • (c) the register in which the company file … is kept, together with the registration number in that register; • (d)the name and legal form of the company and the name of the branch (e)the appointment, termination of office and particulars of the persons who are authorized to represent the company in dealings with third parties and in legal proceedings; • … • (f) the winding-up (likvidation) of the company, the appointment of liquidators, particulars concerning them and their powers and the termination of the liquidation … • insolvency proceedings, arrangements, compositions, or any analogous proceedings to which the company is subject; • (g)the accounting documents in accordance with Article 3; • (h)the closure of the branch.

  15. The Latvian Commercial Law • Section 25.Branches and Representative Offices of Foreign Merchants • (2) In an application for the recording of a branch of a foreign merchant in the Commercial Register the following shall be indicated: • the firm name of the branch; • 2) the firm name of the foreign merchant; • 3) the legal address of the branch; • 4) the location (legal address) of the foreign merchant; • 6) the register in which the foreign merchant is registered and registration number… • 7) the person who is authorised to represent those activities … • 8) the type of foreign merchant.

  16. Branches of companies from third countries • Article 7 of Directive (=art3) 1. Documents and particulars concerning a branch opened in a Member State by a company which is not governed by the law of a Member State … shall be disclosed … as laid down in Article 3 of that Directive Article 3 (audited) The compulsory disclosure provided for by Article 2 (1) (g) shall be limited to the accounting documents of the company as drawn up, audited and disclosed pursuant to the law of the Member State by which the company is governed in accordance with Directives 78/660/EEC, 83/349/EEC and 84/253/EEC. Article 14 (banks) 1. Articles 3 and 9 shall not apply to branches opened by credit institutions and financial institutions covered by Directive 89/117/EEC (8). 2. Pending subsequent coordination, the Member States need not apply Articles 3 and 9 to branches opened by insurance companies.

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