LLC documents for The decision on the founding or the founding agreement Latvia

If there is one founder, the founding decision is to be drawn up. If there are two or more founders, a funding agreement is to be concluded. The founding decision is signed by the founder, the funding agreement is signed by all founders.

The document should be indicated:

• Information about the founders, if the founder is a natural person: name, surname, personal identity number and place of residence;
• Information about the founders, if the founder is a legal person - the name, registration number, legal address, the name, surname, personal identity number, position and place of residence of the representative who signs the agreement on behalf of the legal person;
• Name (company)
• The amount of the share capital, the number of shares and the nominal value;
• The amount of the share capital registered by each founder and the share capital to be paid up for registration, the payment procedure, and terms;
• The number of shares due to each founder in proportion to its share capital;
• The number of shares and the amount of the nominal value which, when the company is founded, is paid by the property contribution, indicating the subject of each property investment and the name, surname, personal identity number and place of each person who undertakes the obligation to make the property contribution;
• Permissible amount of foundation expenses and the procedure for their payment;
• Any specific obligations, rights or benefits granted to a person who participated in the formation of a company at the time of the foundation of the company (not necessarily indicated);
• Names of board members, surnames, personal codes and place of residence;
• Names, surnames, personal codes and place of residence of members of the Council (if the company has a council);
• The name, surname, personal identity number and place of the auditor if the auditor is intended for the company;
• Other provisions found by the founders to be material and not in conflict with the law;
• Place and date of signature;

If the person does not have a personal code of the Republic of Latvia, then, in the places where it is necessary to indicate a personal code, the date of birth, the number of the personal identification document and the date of issue, the country and the institution that issued the document, respectively.

New era of bills “Electronic Bills”

Maybe the e-billing system is unclear and some countries lags behind other European countries in terms of e-invoicing. It is time avoid stucking in paper traps and PDF invoices, in Europe and in other countries, bills are widely used, whose data is read by specially designed software.

Electronic billing is a bill payment method in which a entrepreneurs can prepare and send bills but customer can pay bills electronically over the Internet. It is widely accepted by many government and other organizations. It is available for private business too.

E-billing is good for  both forms of transaction: Business-to-Consumer (B2C) and for Business-to-Business (B2B).

Manager of Infologist from Omniva Latvia says: "The biggest shortage of paper and PDF invoicing is the necessary time resource, which at the same time means financial consumption. The actions involved in handling 1 paper or PDF billing, from e-mail to archiving and error correction, take on average 39 minutes, but for e-invoices only 9 minutes. Thus, the efficiency of work can be increased even more than 4 times, and in cases when companies need to service a large amount of invoices, it can save dozens or even hundreds of hours of work. Time is money, but e-invoicing is an opportunity for anyone - a large, medium or small business - to significantly improve its accounting.”

E-bills can save resources and gives you possibilities to invest your money somewhere else. The paperless mode of transaction is an environmentally friendly and less expensive form of bill payment. It also saves your time and makes business contacts more easier. Your accountant for sure will tell you “Thank you” and customers too, because electronic payment is available 24/7 for access.

What could motivate you to prefer electronic billing?

Low capital LLC vs LLC in Latvia

There are 2 types of LLC in Latvia which are low capital LLC and the regular LLC.

LLC
A limited liability company is a commercial company whose share capital consists of the total nominal value of the share capital.

A limited liability company is a closed company and its shares are not publicly traded. The company is a legal entity.

rules:

• The minimum share capital is 2800 EUR;
• The founders may be individuals(natural persons) and juristic persons;
• Fixed capital can be paid with cash or property.

Low capital LLC
A limited liability company is a commercial company whose share capital consists of the total nominal value of the share capital.

A limited liability company is a closed company and its shares are not publicly traded. The company is a legal entity.

rules:

• EUR 1-2799 share capital;
• The founders and participants are only individuals (natural persons) and their maximum number is five;
• Board members may be held only by members of the LLC;
• A participant may only be at the one low capital company;

Buying business

Buying ready-made business (also called shell company) is not traditional way of starting business but it has benefits and as result you will became a businessman or businesswoman anyway.

Before buying a business, you should protect yourself against taking risks that can be avoided.

Benefits of shelf company are:

Time saving. The process of incorporation requires time, faster registration costs more money because of higher state fees. It is faster to change owner of existing company.

Corporate longevity. Some partners or credit institutions may look at registration date before proceeding cooperation. Possible clients will trust older company, which could be used for advertising.

History of your business. Enhances corporation's image with age and increases credibility.

Need in bank loan. It may be easier if you can show your history of being incorporated.

Before do big step “buying business” you should determine main reasons why you don’t want to start business from zero. You can ask yourself and to company which is selling this business:

• What does the business do and what is the history of the business? 
• Why is the business for sale?

Questions about financial and other resources part

• What is the asking price? Can you afford to buy the business? What assets are included in that asking price? Is the asking price supported by the profits of the business?
• Is seller financing available?
• Do you have the interest and experience necessary to make this business successful?
• Is there a positive outlook for this type of business?

Other questions

• What’s the competition like? Make or ak to make analysis about market.
• Do you plan to buy and run the business on your own or with a partner? 

And the final questions are Do you want to buy business? Why?

Knowing the right questions to ask will help you uncover the right information about the business you buy. Baltic Legal strongly believe that you can do the best and it is no matter do you buy business or start it.

Documents to be submitted for SIA liquidation

Why businesses eliminate their SIA?Some of the businesses come to the point where they decide to eliminate their SIA. There can be a plenty of reasons for that.

Liquidation is done out in two stages. The decision of termination and winding-up proceedings is taken by the meeting of shareholders.

The liquidator's duties are performed by the Board of the Company unless the participant has decided to appoint another person as a liquidator. A company may appoint one or more natural persons as liquidators.

Documents to be submitted for SIA liquidation:

• Application Form KR13
• Meeting minutes or decision (signatures must be certified)
• Liquidator's consent to take office (not to be submitted if the current member of the Board becomes a liquidator) (to certify signatures)
• A voucher or a copy of it, or an internet bank payment, or information about payment of the state fee

If an entry in the commercial register for termination is made on the basis of a decision of the State Revenue Service or the Register of Enterprises or if the company ceases on the basis of a court ruling and no interested party has recommended the liquidator candidate to the court, the person interested in liquidation may apply for the appointment of the liquidator . In this case, an application to be submitted, a notarized or a secure electronic signature and time stamp signed by the liquidator's consent to hold a position, as well as a receipt or other information regarding payment of the state fee to the Treasury's account.

Why to register trademark?

Trademark is a name or symbol on a product that shows it was made by a particular company, and that it cannot be used by other companies without permission. A trademark is proprietary and is usually registered to assure its exclusive use by its owner or licensee.

We would like to introduce you with main reasons to register trademark:

• exclusive rights on the trademark gives you freedom to use it within the relevant geographic area or globally;

• it will protect your trademark by avoiding situation when other company use your or closely similar name, brand, logo or design;

• your business looks more likable for potential investors. Trademark registration not only increases security, but also aids clarity in any merger or franchising of the business, positively impacting its perceived value;

• registration of trademark exclude situation when you start business and once you find out that someone is using the similar already trademarked (not by you) representative element of company or design. If you have to change your business name you could confuse your customers. to redo all of your business cards, name information on website, advertising. If you already have registered a domain name, you will have to change that as well;

• you can sale your registered trademark.

Locally, for example, in Latvia registered or trademarks into registration process may also apply for international registration, obtaining protection in certain foreign countries. If you want to prepare documents for international registration, it is necessary to take into account the procedure for processing the International Trademark Application Registration in the Patent Office of the Republic of Latvia and the Common Regulations of the Madrid Agreement and Protocol administered by the World Intellectual Property Organization (WIPO, Geneva).

Of course, it’s your choice to register trademark or not but take into consideration that some companies can consult you regarding national and international registration of trademarks, use of exclusive rights on the trademark, sale of the trademark, its transfer to other persons.

Destiny of shell-company in Latvia from 2018

The ready-made company also called shelf company or shell company, previously formed company, seasoned company or aged company describes limited liability company or partnership are feeling threatened by Latvian Law in 2018.
Each bank started to extensively evaluate the risk profile of its customers and independently decides on the possibility of further cooperation before new regulation comes to action when Latvian Government decided to make amendments in Law. At the beginning of 2018, Latvian banks had 17 107 shell companies as clients (clients of ABLV Bank are not included). According to the Financial and Capital Market Commission, 32% of all shell companies in Latvian banks are registered in the United Kingdom.

Amendments (26.04.2018) to the Law on Prevention of Laundering of Proceeds from Crime and on the Financing of Terrorism came to action on 09.05.2018.

The law provides three characteristics for shell companies. According to the Law, a legal entity is shell formation if it has at least one or more of the three characteristics.

1. There is no legal relationship with the actual economic activity and the activity of the legal entity is small or does not constitute an economic value and the entity of the law does not possess documentary information proving the opposite. 
2. In the country in which the legal entity is registered, the regulatory enactments do not require the preparation and submission of financial statements, including annual financial statements, for their activities to the relevant national supervisory authorities. 
3. the legal person has no place of business in the country in which the legal entity is registered.

Cooperation with shell companies will have to be stopped by about 20,000 Latvian companies, said Daiga Kiopa, Board Member of SIA Lursoft. The most difficult thing is to find out the first indication - whether the company carries out a real economic activity.

The purpose of the ban on shell companies is to ensure that the financial sector in Latvia is stable, sustainable, safe, and also offers services that support the economy rather than create risks.

SIA company name in Latvia

To register a business in Latvia, you need to choose between "IK", "a/s" or "SIA". We will not dig deeper into "IK" and "a/s" in this article. We will learn what is SIA, things you need to know about SIA, and rules for SIA company name.What is "SIA"?"SIA" or "LLC" or a limited liability company is a corporate structure whereby the members of the company cannot be held personally liable for the company's debts or liabilities. Limited liability companies are essentially hybrid entities that combine the characteristics of a corporation and a partnership or sole proprietorship. While the limited liability feature is similar to that of a corporation, the availability of flow-through taxation to the members of an LLC is a feature of partnerships.Rules for SIA company name:

• Includes a reference to the type of the company "sabiedrība ar ierobežotu atbildību" or its abbreviation "SIA", which is included at the beginning or end of the company;

• Use the letters of the Latvian or Latin alphabets;

• You can use numbers;

• Punctuation (points, commas, cols, quotes, etc.) can be used;

• It is allowed to use five symbols - &, @,%, +, =, use of other symbols is not allowed;

• You can not include the names of state or local government institutions (institutions), as well as the word "state" or "local government";

• Can not include the words "Latvijas Republika"(the Republic of Latvia) and their translation into a foreign language;

• You can not include misleading information about the business form, such as the designations "AS", "IK", etc;

• The use of names that contain uncensored words and ambiguous terms (contrary to good morals) is not allowed;

• If the name of an administrative territory or a populated area is enclosed, the company must not coincide with the name of the administrative area or populated area, it is necessary to include in the name additional names, letters or numbers;

• Can not match the already registered trademark or part thereof;

• It is not allowed SIA name to be the same with any of the registered entities of the Register of Enterprises or the name of the registered entity. Punctuation, spacing, and capitalization do not represent a sufficient distinction from another name.

Keep in mind that all documents to be submitted must bear the same name.

Lithuania as Land for Business

Lithuania is one of the Baltic States countries with great possibility to set up business. According to the World Economic Forum, Lithuania is among the top entrepreneurial hotspots in Europe.



Let’s take a look at entrepreneurship in Lithuania.

Veleza
It is a beauty App that helps people discover beauty products matching their needs.

Trafi
It is an App that provides information about car sharing, ride-hailing, bikes and public transport. Traffic is used in Turkey, Lithuania, Latvia, Spain, Estonia, Brazil etc..

Monimoto
Monimoto has developed a smart alarm for motorcycles. It is wireless, used by mobile App and is capable of transmitting GPS coordinates of the motorcycle.

Planner 5D
It is simple to use an online tool to create detailed, beautiful and realistic interior and exterior designs, home plans in 2D and 3D modes like an interior designer pro easily.

CGTrader
One of the largest databases and marketplace of 3D models. The platform allows to get, to upload, sell or share 3D models for computer graphics, 3D printing, and virtual reality.

Vinted
This is a peer-to-peer marketplace to sell, buy, and swap clothes and accessories, purchase or swap from other users. As of 2017, Vinted is available in ten countries.

Every year you can take part in Start-Ups Conference. This year(2018) it will be on 16th and 17th of May when more than 30 international investors and more than 50 startups from Lithuania and the Baltic region will meet, visitors will see keynotes, presentations, discussion panels, 1:1 interviews and other content sessions about the trendiest startup topics and also can take part in pitch battle.


Are you still thinking about setting up business? It is time to choose the right place and develop one of your great ideas. Consulting and service company can help with it.

Data about banks in Latvia

Latvia is an attractive financial and trading centre to facilitate business operations in this region, due to its location between the CIS and Western countries, and membership in the European Union. The country has highly developed banking system within the EU.

The Association of Latvian Commercial Banks says that the portfolio of issued loans by Latvian banking sector was EUR 14.4 billion as of December 31, 2017. Loan portfolio for retail customers was EUR 5.5 billion, for corporate customers – EUR 8.8 billion of December 31, 2017 (latest data).

Banks are looking for better options for clients. So why in October, 2017 the Nordea Bank AB Latvia branch and DNB banka merged in the Baltic State and started operations as Luminor Bank. It became the second largest bank in Latvia by assets (with a total assets of 4.9 billion, the bank holds 17 % market), capital (526 million euros) and deposit value (with the attracted deposits amounting to 2.9 billion euro, the bank holds 15% market share). The first largest bank is Swedbank.

Not only banks are changing something. on Thursday, April 26 Saeima adopted amendments in the Law on Prevention of Laundering of Proceeds from Crime and on the Financing of Terrorism. Cooperation with shell companies and servicing accounts will be prohibit for banks registered in Latvia.

Data provided by the The Financial and Capital Market Commission shows that in Latvian banks, the profit share of corporate of shell companies in total customer credit turnover was 27.8 percent higher than in the first quarter.

Not so good news for shell companies but it will motivate banks to develop internal control system.

Day of submission of Annual Report is coming (Latvia)

Even then accountants have experience and expertise, they are facing changes, emerging situations every year and learn something new.
According to Annual Report and Annual Consolidated Report Law, all commercial companies must submit an annual report approved by the shareholders not later than one month after the approval of the annual report and not later than 4 months after the end of the reporting year to the State Revenue Service.
An exception is for:

• medium and large companies that meet Annual Report and Annual Consolidated Report Law’s criteria;
• the parent company of the group preparing the consolidated Annual Report;
• companies that should submit the Annual Report and the consolidated Annual Report (if it is being prepared) within 7 months after the end of the reporting year to the State Revenue Service.

On February 13, the Cabinet of Ministers approved amendments in Regulations of the Cabinet of Ministers No. 755 "Regulations on the Application of the Law on Annual Accounts and Consolidated Annual Report" that are made to partially solve the problem of the exclusion of deferred tax assets and deferred tax liabilities from enterprises balance sheet, in a result, the size of own capital of specific company is changing.
From 16th of February, 2018 Act has amendments because, from 1st of January, 2018 goes to action the Law of Corporate Income Tax. It says about a different calculation model of corporate income tax.




Preparing a correct Annual Report is unthinkable without an inventory of all accounts. If accounts are kept and known balances, the preparation of the annual accounts is merely a technical task. Amendments are not applicable for all companies who prepare Annual Reports according to International Accounting Standards.
Sometimes it seems too much for one person and companies use service of outsourcing.

Are you ready to submit Annual Report?

Altum Funds or Plan B for Business in Latvia?

Many countries offer some good platforms for start-ups and new enterprises such as lower tax rates or even tax breaks, funds, loans and investors. Latvia is in a list of this countries thanks to ALTUM.

Why it could be interesting for you?

1. If you are owner of company so you can get loans to facilitate business operations and development. Type of loan depend of type and size of your company.
2. If you are just thinking about new start for yourself you can make a choice between loan to start a business, micro loans, seed and start-up venture capital programme, accelerator funds programme and others.

ALTUM is a state-owned development finance institution, which offers state aid for various target

groups with the help of financial tools (loans, credit guarantees, investing in venture capital funds, etc.).

The most great news that ALTUM supports enterprises at different stages of their development, starting

with developing business ideas to carrying out large projects if financing is not available in the private

finance sector.

If you have plan, idea and you want your big dream to come true in Latvia, it is time to do it because

deadline for term deposit agreements is 31 December 2020.

Newborn businessman or businesswoman can not forget about enterprise registration and other

aspects that could help to get loan. On the other hand, he/she also need to have plan B.

What do you need plan B?

1. If you are not sure about some points and you anyway do not have enough information that you can provide by your own.
2. If your vision of great business is not clear to others.
3. If you have difficulties with paperwork and understanding of rules, regulations, requirements and Laws
4. If for any reasons (something is not matching up) you did not get loan.

Find out more about this great opportunities and necessary steps of company registration with

Baltic Legal

Commercial activity

What is commercial activity?

Commercial activity is an open economic activity, performed by a merchant with the goal to get profit. A merchant - a merchant is a person, registered/recorded in the commercial register - can be an individual, sole trader, partnership and commercial company.
They are both legal and public activities so you can say they are open activities. Only the economic activity of a person who is registered in the commercial register and using the registered name - company name - can be a commercial activity. Merchant is doing business with his name and responsible for results of the commercial activities finances.

To start a commercial activity, you need:

You need to choose one of the available legal forms of business and register it in the commercial register what is called the Register of enterprises.
A merchant can define his main types of commercial activities during the registration commercial activity. He can also define them while registers tax authority or submit an annual return. A merchant can do any type of commercial activity that is not prohibited by law. Merchant must be registered as a taxpayer and must keep records in accordance with the legislation.

What is corporation and how does it work?

What is a corporation?

It is a firm that meets certain legal requirements to be recognized as having legal existence

is a group of people or company that is authorized to act as a single person and recognized

as a person in law. A legal entity that is distinct and separate from its owners.

How does it work?

The most known corporation organizational structure consists of the:

• Boards of the directors
• Officers
• Employees
• Shareholders and owners

There can be much more as company required.

Employees make the business run. Shareholders own the corporation. That ownership may

be 100 percent in the hands of one individual, divided within a family or a few individuals, or

spread among tens of thousands or millions. Though shareholders may not participate in the

day-to-day management or have a direct say in decision-making, major shareholders

nonetheless carry great weight in influencing corporate decisions. This group routinely votes

on the election and removal of directors, amending by-laws, major corporate changes

(mergers, sales, dissolution), disposition of corporate assets, and amendment of the

Articles of Incorporation. Other shareholders may participate in these activities but to a

lesser extent. The level of shareholder influence on the board of directors is one of many

things to consider when forming a new corporation.

Business expenses

Tax preparing
Tax preparers can ask for detailed, itemized copies of your expenses before submitting the return. Any business should save this kind of records for about 7 to 10 years from the date of filing.

There are 2 kinds of expenses:
Ordinary - means that most other self-employed taxpayers who work in your same business or trade also commonly pay for these things.
necessary - means that they assist you in doing business and, in fact, you might not be able to do business if you did not make the expenditure.

List of most common fully deductible business expenses:

• Accounting fees 
• Advertising 
• Bank charges 
• Commissions and sales expenses 
• Consultation expenses 
• Continuing professional education expenses 
• Contract labor costs 
• Credit and collection fees 
• Delivery charges 
• Dues and subscriptions 
• Employee benefit programs 
• Equipment rentals 
• Factory expenses 
• Insurance 
• Interest paid 
• Internet subscriptions, domain names, and hosting 
• Laundry 
• Legal fees 
• Licenses 
• Maintenance and repairs 
• Office expenses and supplies 
• Pension and profit-sharing plans 
• Postage 
• Printing and copying expenses 
• Professional development and training fees 
• Professional fees 
• Promotion 
• Rent 
• Salaries, wages, and other compensation 
• Security 
• Small tools and equipment 
• Software 
• Supplies 
• Telephone 
• Trade discounts 
• Travel 
• Utilities 

Then there are expenditures for which you can only claim a percentage.