Andra Rubene and Madara Melkerte on use of electronic signature when converting the share capital expressed in Latvian lats into Euros and various other cases, “Dienas Bizness”

12.12.2013 Andra Rubene and Madara Melkerte on use of electronic signature when converting the share capital expressed in Latvian lats into Euros and various other cases, “Dienas Bizness”

On 12 December 2013, in the newspaper “Dienas Bizness”, section “Saldo”, article “Use of electronic signature when converting the share capital expressed in Latvian lats into euros ” Andra Rubene, Partner and Head of M&A Practice Group in Latvia, and Madara Melkerte, Lawyer, both from law office TGS Baltic, explain step by step with practical examples the possibilities for use of electronic signature in order to execute all the documents necessary for various registrations in the Commercial Register or for attaching to the files of the companies, and submission of these documents by e-mail or on website www.latvija.lv. These options can be used both to express the capital in euros and in other occasions.

Use of electronic signature is a convenient alternative in all cases where the signatures on documents have to be certified by a notary. Moreover, the documents signed with electronic signature can be submitted to the Enterprise Register without attending the register or using postal services. The only condition for the use of electronic signature is that, whenever a document is signed by several persons, all such persons shall have electronic signatures issued by the certified service provider of one and the same EU member state.

One of the examples discussed in the article:

In case of alienation (sale or other type) of the shares of a limited liability company (SIA or Ltd.) its management board has to submit to the Enterprise Register the updated shareholder register folio. In the particular case the limited liability company has two shareholders (Shareholder No 1 and Shareholder No 2, both Estonian private individuals), and one management board member (Estonian private individual). All these persons have electronic signatures issued by the Estonian certified service provider.

After the updated shareholder register folio is prepared in electronic form, the company’s management board member, the alienator (seller) (Shareholder No 1) and the acquirer (Shareholder No 2) has to sign the updated shareholder register folio. The management board member of the company uploads the electronic document to the Estonian web page digidoccheck.sk.ee/index.php?f=list (In Lithuania the electronically signed documents may be downloaded and verified on websites bit.ly/19u97RD and bit.ly/19ShFzT) and signs with electronic signature. When this is done, the management board member downloads the document in (.ddoc form) and sends it electronically to Shareholder No 1. Shareholder No 1 uploads the electronic document in (.ddoc form) to the Estonian web page and signs with electronic signature. After that Shareholder No 1 sends the electronic document to Shareholder No 2, acting in the same way as the management board member above. In such way it is ensured that all the necessary parties sign a single document. In a similar way the management board signs the application form for registration of the changes in the Commercial Register (Form No 18) and the power of attorney (if another person instead of the management board member sends the documents to the e-mail of the Enterprise Register).

If the alienator (seller or other) of the shares is a foreign legal entity:

In order to register changes in the shareholders register, for example, in case when a foreign legal entity alienates (sells or otherwise transfers) the shares, in addition, an extract from the respective state’s commercial register (or court) confirming existence of the company and its registered representatives has to be submitted to the Enterprise Register. Such extract has to be up-to-date reflecting current registered representatives of the company. Foreign company can require its state’s commercial register (or court) to issue such extract in electronic form signed by electronic signature. If application for registration of changes in the shareholders register is signed with electronic signature and sent to the Enterprise Register in electronic form, a reference in electronic form has to be attached to such application.

State duties and payments for publications:

When sending electronic document to e-mail address info@ur.gov.lv, the state duty and payment for publication in the official publication “Latvijas Vēstnesis” has to be made prior to sending the documents to the Enterprise Register; scanned payment orders shall be enclosed as attachments to the application or information about the payment of the state duty and publication shall be indicated by filling in the form “Notice on payment made to the Enterprise Register”.

Click here to read the article (available in Latvian).