System of economic activities in the Republic of Latvia

Transcription

1 System of economic activities in Republic of Latvia Economic activities are any systematic, independent activities for remuneration performed by individual person or legal person. activity is an open economic activity, which is performed by merchants in ir name for purposes of gaining a profit Law. Agricultural company, Fishermen s household Law "On Individual (Family) Company and Farm or Fishing Farm". Cooperative activity economic activity which is performed by community of persons in order to meet economical requirements of its membership Co-operative Societies Law. Non-governmental organizations (Associations and Foundations) Associations and Foundations Law, Public Benefit Organization Law, The Law of coming into effect of Associations and Foundations Law. I Types of activity 1. Capital Companies a) Limited Liability Company - a limited liability company is a private company, shares of which are not publicly tradable objects. b) Joint stock Company a stock company is a public company, shares (stock) of which may be publicly tradable objects. 2. Partnership Companies a) General Partnership - a general is a, purpose of which is performance of commercial activities utilising a joint firm name, and in which two or more persons (members) have united, on basis of a agreement, without limiting ir liability against creditors of general. b) Limited Partnership a limited is a, purpose of which is performance of commercial activities utilising a joint firm name, and in which two or more persons (members) have agreed on basis of a agreement, if liability of at least one of members of (limited partner) in relation to creditors of is limited to amount of ir contribution, but liability of or personal liability members of (general partners) is not limited. 3. Individual Merchant a natural person who performs economic activities has a duty to register himself or herself in Register as an individual merchant, if yearly turnover from economic activities performed by him or her exceeds EUR, or economic activities performed by him or her conforms to following features: 1) yearly turnover from se activities exceeds EUR; and 2) he or she, to perform his or her economic activities, provides employment simultaneously to more than five employees. 4. Representative Office foreign merchants are entitled to open in Republic of Latvia ir representative offices. A Representative office is not a legal person and is not entitled to perform economic activities in Republic of Latvia, ir functions are limited to market research, promotion of parent company and or limited marketing activities. 5. Branch a branch is an organisationally independent part of an undertaking, which is territorially or orwise separated from principle undertaking and at location of which commercial activities are systematically performed in name of merchant. The branch can be opened by 1

2 Latvian merchant or foreign merchant. A branch is subject to same reporting obligations as registered companies, and head office of branch is fully liable for activities carried out by branch. The duty for branches (of both local and foreign merchants) is 28,46 EUR plus 18,50 EUR for publication of an announcement in official newspaper. 6. Agent a commercial agent is a merchant who has been authorised to permanently conclude transactions with third persons in name and to benefit of anor person (principal) or also to prepare transactions for concluding. 7. Broker a broker is a merchant who engages in intermediation for concluding transactions for benefit of anor person, not being permanently associated with such person through contractual relations. A broker is not considered authorised to receive payments or any or specified performance of a transaction concluded with his or her intermediation. A broker is liable to each of parties to transaction for losses which have been incurred due to his/her fault. The right to remuneration of a broker arises at moment of concluding of a transaction. Incorporation Individual Merchant An individual merchant must register as a merchant with Register if criteria mentioned in Paragraph 1 subsection 3 of this Report are met. The basis for of an individual merchant is an application by a natural person to Register Office. The application shall indicate: 1) given name, surname;2) personal identity number; 3) legal address of individual merchant; 4) firm name of individual merchant; General Partnership General must be registered with Register. In respect of a following information recorded in Register: 1) firm name; 2) type of ; 3) amount of contribution by each limited partner and total amount of limited partner contributions; 4) given name, surname and personal identity number of members and limited partners personally liable for, but for legal persons name, number and legal address; Limited Partnership In an application to register a in Register in addition to information referred to in Chapter regarding General Partnership following indicated for every limited partner: 1) ir given name, surname, and personal identity number, but for legal persons name, number and legal address; and 2) amount of contribution and total contributions of limited partner(s) Limited Liability Company A company shall be deemed to be founded and shall acquire status of a legal person from date when it is recorded in Register. In founding a company, founders shall perform following activities: 1) prepare and sign documents of incorporation of company; 2) set up administrative institutions of company and appoint an auditor if such is foreseen; 3) pay up equity capital in specified amount, organize deposit of monetary payments of founders into a bank, and receive a notice regarding making of Joint Stock Company A company deemed to be founded and shall acquire status of a legal person from date when it is recorded in Register. In founding a company, founders shall perform following activities: 1) prepare and sign documents of incorporation of company; 2) set up administrativ e institutions of company and if it is intended in company, appoint an auditor; 3) pay up equity capital in 2

3 5) given name, surname and personal identity number of those members of, but for legal persons name, number and legal address, who are specially authorised to represent, indicating wher y have right to represent individually, jointly or jointly with authorized person; or who have been excluded from representation; 6) legal address; 7) if has been established for a specific time period time period for which it was established; and 8) branch firm name, if it is different from firm name of, and its legal address. contribution; 4) organize valuation of material contributions (if material contributions are made); 5) pay State fee for recording in Register and payment for publication concerning in Register; and 6) submit an application to Register Office. specified amount, organize deposit of monetary payments of founders into a bank, and receive a notice regarding making of contribution; 4) organize valuation of material contributions (if material contributions are made); 5) pay State fee for with Register and payment for publication concerning in Register; and 6) submit an application to Register Office. Registration fees * 28,46 EUR for with 18,50 EUR for publication of an announcement in official 142,29 EUR for with 27,03 EUR for publication of an announcement in official 142,29 EUR for with 27,03 EUR for publication of an announcement in official newspaper 142,29 EUR for with 27,03 EUR for publication of an announcement in official newspaper. 355,72 EUR for with 27,03 EUR for publication of an 3

4 newspaper newspaper For companies equity capital of which is less than 2800 EUR duty is 21,34 EUR plus 14,23 EUR for publication of an announcement. announceme nt in official newspaper * Register undertakes to review applications and register companies within one working day instead of three, if a three times larger fee is paid. Share capital no no no Minimum 2800 EUR May not be less than EUR. Administration The decisions adopted by individual merchant himself ( employees can be employed) According to conditions of agreement. To take a decision, consent of all members of who have right to take relevant decision shall be necessary. If a agreement specifies that a decision shall be taken by a majority of votes, n, in case of doubt, a majority shall be determined according to number of members in. According to agreement management of entrusted to one member of or to several members of (managers), rest of Limited partners do not have right to participate in management of or to represent in relation to third parties. Limited partners do not have right to object to actions of a general partner, except for cases when se actions exceed scope of usual commercial activities of. The administrative institutions of a company are meeting of shareholders and board of directors, as well as council (if such has been formed). Shareholders may simultaneously be only member of board of directors and only employee. It is not required that shareholders are permanently present in Latvia, although board must be reachable at address of registered office. A company is administered by three entities: stockholders meetings, a council and a board of directors. Only shareholders meetings may make decisions concerning a number specific issues, such as: annual accounts of company, election and recall of council members, auditors, company s controllers and liquidators, as well as increasing or reducing equity capital. The council is supervisory institution of a company, which 4

5 Profit distribution An individual merchant obtains all income (shall pay taxes to state) members shall not participate in management of. After payment of taxes profits and losses of a divided between members in proportion to ir contribution (capital shares) in. After payment of taxes profits and losses of a shall be divided between members in proportion to ir contribution (capital shares) in. Only shareholders meetings may amend articles of association, and perform or activities, such as increase or reduce share capital, or approve annual accounts and distribution of profits. represents interests of stockholders during time periods between meetings of stockholders. A board of directors is executive institution of a company, which manages and represents it. The meeting of stockholders shall decide on use of profit from previous year of activities. Responsibility An individual merchant shall be liable for his or her obligations with whole of his or her property. The members of are jointly personally responsible for liabilities of with all ir property. Limited partners liable, to creditors of, in amount of ir contribution up to making of contribution. Such liability excluded as soon as contribution has been performed. The shareholders are liable only in scope of invested capital. The stockholders are liable only in scope of invested capital. II Agricultural Farm An Agricultural farm represents a specific individual company producing agricultural products utilizing land for this purpose as main means of production. A businessman liable for obligations of 5

6 its company to extent of his/her entire property. Generally, law "On Individual (Family) Company and Farm or Fishing Farm" regulates business. An Agricultural Farm needs to be registered with Register Fisherman s household Fishermen s household is a specific individual company that performs commercial activities utilizing fish resource limits appropriated to it for this purpose. A fisherman may also carry out farming on land. A businessman liable for obligations of its company to extent of his entire property. Generally, law "On Individual (Family) Company and Farm or Fishing Farm " regulates business. A Fisherman s household needs to be registered with Register. III Co operative Societies: A co-operative society is a voluntary association of natural persons and legal persons aim of which is to provide services in order to increase effectiveness of commercial activity of its members. A cooperative society is a legal person and needs to be registered with Register. A co-operative society is liable regarding its liabilities with its entire property, but a member of a cooperative society is not liable regarding liabilities of co-operative society. The basic principles of activity of co-operative societies are following: 1) a co-operative society is a voluntary organisation in which any natural person and legal person with capacity to act may join without any social, gender, political and religious discrimination if such a person wishes to receive services of this organisation and to undertake its membership duties in conformity with articles of association of society; 2) activity of a co-operative society is managed by its members, by actively and democratically participating in management of society; 3) each co-operative society member has one vote at general meeting of members; 4) capital of a co-operative society is formed and controlled, and profit gained (in an agricultural services co-operative society surplus) distributed by its members; 5) activity costs of a co-operative society financed by members mselves, by creating savings and covering losses. IV Non - governmental organizations: There are two types of non-governmental organizations in Republic of Latvia associations and foundations. An association is a voluntary union of persons founded to achieve goal specified in articles of association, which shall not have a profit-making nature. A foundation, also a fund, is an aggregate of property that has been set aside for achievement of a goal specified by founder, which shall not have a profit-making nature. An association and a foundation obtain status of a legal person at moment when it is entered into Register of Associations and Foundations. An association and a foundation are liable to extent of all its own property. A member is not liable for obligations of an association and a founder is not liable for obligations of a foundation. 6