LATVIA

COMPANY FORMATION

INCORPORATION OF A
REPRESENTATIVE OFFICE
IN THE COMMERCIAL REGISTER

REPRESENTATIVE OFFICES AND REPRESENTATIVES OF FOREIGHT MERCHANTS AND PUBLIC ORGANIZATIONS INCORPORATED ABROAD WITHOUT THE RIGHTS TO CARRY OUT BUSINESS ACTIVITIES IN THE REPUBLIC OF LATVIA

The LR Register of Enterprises registers Representative offices and representatives of foreign merchants and public as well as non-profit organizations incorporated abroad, without the right to run business activities in the Republic of Latvia (Representative offices). Here you can obtain the information of Representative offices registration and liquidation procedure, as well as become acquainted with the statistic reports regarding Representative office incorporation.

Representative office of a foreign merchant or an organization is an independent organizing part of a merchant or a public or non-profit organization incorporated abroad and located in the Republic of Latvia. Representative office has no right to run business and carry out any other business activities. Representative office has no status of a legal person.

Representative office (representative) of a foreign merchant or an organization is to be registered with the Register of Representative offices kept by the Register of Enterprises.

To register a Representative office (representative) of a foreign merchant or an organization it is required to submit to the Register of Enterprises the following documents:

1. Application

2. Application should be signed by legally authorized or agreed representatives of a foreign merchant or an organization. Application and attachments may be submitted by any person authorized thereto, or sent by mail. If it is a personal application an applicant should submit a document establishing his identity.

3. A document that confirms registration of a foreign merchant in a relevant country, if registration is envisaged by law of an appropriate state and if such a registration is not envisaged, as well as if a Representative office of a foreign organization is opened - any other document, that proves the legal status of a foreign merchant or organization in the relevant country.

4. Document of a foreign merchant or an organization that includes:

4.1. decision to open a Representative office in Latvia
4.2. representative's authority

5. Articles of Association of a foreign merchant or an organization, regulations or any other equated document.

A document confirming payment of the registration fee to the state. The state fee is payable prior to applying for registration and may be paid in any banking institution in Latvia.

Having paid an ordinary state fee an application will be considered within 15 days.
Having paid a double state fee an application will be processed within four business days. Having paid the state fee thrice as much an application will be processed within one business day.

All documents made in foreign language and submitted to the Register of Enterprises should be accompanied with translation into Latvian language notarized or certified by sworn translator.

The documents issued abroad may be of two types:

1. public documents
2. private documents.

Pursuant to Article 1 of the Convention de La Hague of October 5, 1961 regarding repeal of the requirements of foreign public documents legalization (hereinafter referred to as - the Hague Convention) the following shall be admitted public documents:

1. the documents issued by any state body or an official related to the state courts or tribunals, including the documents, issued by public prosecutor, clerk of the court or bailiff;

2. administrative acts;

3. notaries' acts;

4. official certification of the documents signed by private persons, such as official authentication of a document registration or the fact that it existed on a certain date, and official notarization of authenticity of signature.

In order a public document issued had legal effect in the Republic of Latvia it must be legalized.

The procedure of document legalization has been simplified for the states being the members of the Hague Convention.

It is no need to apply a complicated procedure of document legalization to a public document issued at the state being the Convention member, and pursuant to part one, Article 3 of the Convention de La Hague certification of the prescribed form, that is – Apostil, to be attached thereto.

In its turn, for public documents issued by the states which entered into an agreement with the Republic of Latvia regarding legal aid, no special execution or certification is required, if this document was issued by a competent institution or an official of the specific state with the public stamped seal attached thereto.
The similar terms that refer to the private documents issued in the Republic of Latvia shall apply with respect to any private documents issued abroad.

Having considered an application and the documents attached the state notary can make one of the following decisions:

1. To register a Representative office (representative) and issue a Certificate of Incorporation (provided all documents established in due course of law were submitted and meet the requirements of law, there are no legal barriers whatsoever for registration);

2. To refuse in registration of a Representative office (representative) (if the necessary documents have not been submitted, the documents presented do not meet the requirements of law or there are legal barriers for registration of the particular Representative office (representative).

An applicant has an opportunity to eliminate any drawbacks revealed and apply again with the relevant documents within a period of two month. If any documents are submitted for the second time within two months there is no need to pay the state fee again. If the documents are submitted after the term specified it is required to pay the state fee again.

If an applicant deems any decision of the state notary was made ungrounded, he is entitled to lodge a complaint against the state notary to the Chief State Notary of the Register of Enterprises.

To make amendments to the Register of a Representative office the manager of the Representative office within a month from the date of making such amendments applies to the Register of Enterprises with the following:

1. Application The application should specify the information subject to any amendments;
2. Documents that prove amendments;
3. Certificate of Incorporation of a Representative office if subject to any amendments;
4. Document confirming the fee was paid to the state.

If any Representative office terminates its activity based on a decision of a foreign merchant or an organization to stop activity of the Representative office, the representative applies to the Register of Enterprises with the following:

1. Application
2. Document comprising decision of a foreign merchant or an organization to terminate the activity of the Representative office;
3. Certificate of Incorporation of a Representative office;
4. Document confirming the fee was paid to the state.

If a foreign merchant or an organization is liquidated the representative applies to the Register of Enterprises with the following:

1. Application
2. Document confirming liquidation of a foreign merchant or an organization;
3. Certificate of Incorporation of a Representative office;
4. Document confirming the fee was paid to the state.

If a Representative office is transformed into a branch office, the representative applies to the Register of Enterprises with the following:

1. Application
2. Document comprising decision of a foreign merchant or an organization to transform Representative office into a branch office;
3. Documents provided for in the Commercial Law to enter a branch office in the register, if not submitted yet to the Register of Enterprises;
4. Certificate of Incorporation of a Representative office;
5. Document confirming the fee was paid to the state.

There are set the following rates of the state fee (in LVL) payable for registration of any Representative office:

1. Registration of a Representative office and a foreign merchant representative or organization with the Register of Representative offices - 20;
2. Amendments to the Register of Representative offices - 10;
3. Registration with the Register of Representative offices termination of activity of any Representative office or representative of a foreign merchant or an organization - 5;
4. Issue of a duplicate of the Certificate of Incorporation - 5.
Any public documents issued in foreign countries and to be submitted to the Register of Enterprises shall be duly notarized and legalized in the order established by the International Treaties binding upon the Republic of Latvia.
Any documents in a foreign language submitted to the Register of Enterprises should be accompanied with translation made in Latvian duly certified pursuant to the requirements of the Regulations No.291 of the Cabinet of Ministers dated August 22, 2000 "The Procedure of Certification of Documents Translation into the National Language" If a document issued in any foreign country is a public document, translation is to be duly notarized in the order established.

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