Text consolidated by Valsts valodas centrs (State
Language Centre) with amending laws of:
14 January 2010 [shall come
into force on 24 February 2010];
16 March 2017 [shall come into force from 1 May
2017];
6 July 2021 [shall come into force from 1 August
2021].
If a whole or part of a section has been amended, the
date of the amending law appears in square brackets at
the end of the section. If a whole section, paragraph or
clause has been deleted, the date of the deletion appears
in square brackets beside the deleted section, paragraph
or clause.
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The Saeima1 has adopted and
the President has proclaimed the following law:
On European Cooperative
Societies
Chapter I
General Provisions
Section 1. Purpose of the Law
The purpose of the Law is to regulate the procedures for
formation of European cooperative societies and provisions for
operation thereof, if it is intended to register a European
cooperative society in Latvia or a cooperative society,
commercial company registered in Latvia or a natural person
permanently living in Latvia (hereinafter - a founder) is
directly participating in the formation of a European cooperative
society.
Section 2. Laws and Regulations
Applicable to a European Cooperative Society
(1) Laws and regulations applicable to the formation and
operation of cooperative societies and merger and conversion of
public limited-liability companies, as well as conducting of the
Enterprise Register Journal shall be applied to a European
cooperative society, insofar as it is not otherwise provided for
in Council Regulation (EC) No 1435/2003 of 22 July 2003 on the
Statute for a European Cooperative Society (SCE) (hereinafter -
Regulation No 1435/2003) and this Law.
(2) Involvement of employees in decision making of European
cooperative societies shall be regulated by the law On the
Involvement of Employees in Decision Making in a European
Commercial Company, a European Cooperative Society and in the
Case of Cross-Border Merger of Capital Companies.
[14 January 2010]
Chapter II
Formation and Registration of a European Cooperative Society
Section 3. Formation of a European
Cooperative Society
(1) A European cooperative society shall be formed in
accordance with Article 2(1) of Regulation No 1435/2003. The
procedures for the formation of a European cooperative society
shall be determined by Regulation No 1435/2003 and the
Cooperative Societies Law unless it is otherwise provided for in
this Law.
(2) If a European cooperative society is established by way of
merger of cooperative societies of the Member States, the laws
and regulations governing mergers of public limited-liability
companies shall be applied.
(3) If a European cooperative society is established by way of
conversion of cooperative societies of the Member States, the
laws and regulations governing conversion of public
limited-liability companies shall be applied.
(4) Within the meaning of this Law, a Member State is a
European Union Member State, the Republic of Iceland, the Kingdom
of Norway and the Principality of Liechtenstein.
Section 4. Registered Office of a
European Cooperative Society
In accordance with Article 6 of Regulation No 1435/2003, the
registered office of a European cooperative society shall be the
address of the head office of a European cooperative society (the
address of the location of the management of the European
cooperative society).
Section 5. Procedures for Merger of
Cooperative Societies
(1) If a European cooperative society is formed by merger of
cooperative societies of the Member States, a founder which is a
cooperative society registered in Latvia shall submit to the
Enterprise Register a draft agreement of merger and a written
report which includes the particulars referred to in Article
24(2) of Regulation No 1435/2003. The registration date of the
draft agreement of merger, and also the number of the Enterprise
Register file in which the draft agreement of merger and written
report which includes the particulars referred to in Article
24(2) of Regulation No 1435/2003 are located shall be announced
in the official gazette Latvijas Vēstnesis.
(2) A member of a cooperative society involved in merger who
objects to the merger is entitled to request repayment of
cooperative shares from the relevant cooperative society that is
provided for in the laws and regulations governing the operation
of cooperative societies in case of resignation of a member.
(3) In order the Enterprise Register, in accordance with
Article 29(1) of Regulation No 1435/2003, may verify the legality
of merger acts and formalities, a founder, which is a cooperative
society registered in Latvia, shall submit a notice to the
Enterprise Register regarding completion of such actions and
formalities of the cooperative society involved in merger which
are to be performed before merger, and also the documents to be
submitted to the Enterprise Register in accordance with the laws
and regulations governing the completion of merger of public
limited-liability companies.
(4) If it is intended to register a European cooperative
society in another Member State, the Enterprise Register shall,
within the time periods determined in the Administrative
Procedure Law, take a decision on the completion of such acts and
formalities of a cooperative society involved in merger and
registered in Latvia which are to be performed before the merger.
Prior to taking of the decision on the merger of a cooperative
society, the Enterprise Register shall request the consent from
the Financial and Capital Market Commission, the State Revenue
Service and, where necessary, the Ministry of Economics.
(5) In order the Enterprise Register, in accordance with
Article 30(1) of Regulation No 1435/2003, may verify the legality
of the completion of merger and formation of a European
cooperative society in the case when at least one founder is a
cooperative society registered in Latvia, the founders shall
submit an application to the Enterprise Register regarding merger
and application for the registration of the European cooperative
society, and also the documents to be submitted to the Enterprise
Register in accordance with the laws and regulations governing
the completion of merger and formation of a cooperative
society.
(6) In order the Enterprise Register, in accordance with
Article 30(1) of Regulation No 1435/2003, may verify the legality
of the completion of merger and formation of a European
cooperative society in the case when founders are cooperative
societies registered in other Member States, the founders shall
submit an application to the Enterprise Register for the
registration of the European cooperative society, and also the
documents to be submitted to the Enterprise Register in relation
to the formation of a cooperative society.
(7) Founders shall pay a State fee for the submission of
information and the making of an entry in the Enterprise Register
Journal, which has been determined in the laws and regulations
regarding the submission of information and the making of entries
in the Enterprise Register Journal.
[16 March 2017; 6 July 2021]
Section 6. Competence of State
Administration Institutions in Case of Merger of Cooperative
Societies
(1) In accordance with Article 21 of Regulation No 1435/2003,
the Financial and Capital Market Commission, the State Revenue
Service and the Ministry of Economics may, in compliance with the
competence thereof, oppose to the participation of a cooperative
society registered in Latvia in formation of a European
cooperative society.
(2) Decision of the Financial and Capital Market Commission,
the State Revenue Service and the Ministry of Economics may be
appealed to a court in accordance with the procedures specified
in the laws and regulations governing administrative
proceedings.
Section 7. Submission of Information
to the Enterprise Register and Making of Entries in the
Enterprise Register Journal Regarding a European Cooperative
Society
(1) Entries regarding European cooperative societies shall be
made in the Enterprise Register Journal on the basis of an
application of an interested party or a court ruling. Information
on the European cooperative societies in conformity with the laws
and regulations regarding the formation and operation of
cooperative societies and merger and conversion of public
limited-liability companies, and also regarding conducting of the
Enterprise Register Journal shall be indicated in the application
for making an entry in the Enterprise Register Journal, insofar
as Regulation No 1435/2013 and this Law do not provide
otherwise.
(11) The liquidator shall certify in the
application for making an entry on the deletion of the European
cooperative society from the Enterprise Register Journal that the
European cooperative society does not have any outstanding debt
obligations, liquidation is carried out in accordance with the
procedures laid down in laws and regulations, and the remaining
property is divided in accordance with Article 75 of Regulation
No 1435/2003.
(12) Minutes of the meeting of members, the terms
of conversion referred to in Article 76(3) of Regulation No
1435/2003, statutes of the cooperative society, and a report of
an independent expert shall be appended to the application for
making an entry in the Enterprise Register Journal on the
conversion of the European cooperative society into a cooperative
society.
(2) When submitting an application for the registration of a
European cooperative society (also when transferring the
registered office of a European cooperative society from another
Member State to Latvia), an application shall be appended by the
documents specified in Regulation No 1435/2003, and also
documents which in relation to the formation of a cooperative
society are to be submitted to the Enterprise Register in
accordance with the Cooperative Societies Law and the law On the
Enterprise Register of the Republic of Latvia or - in the case of
merger or conversion of cooperative societies - in accordance
with the Commercial Law that specifies the documents to be
submitted in relation to reorganisation of public
limited-liability companies.
(3) The Enterprise Register shall take a decision on the
registration of the European cooperative society (also when
transferring the registered office of the European cooperative
society from another Member State to Latvia) within the time
periods determined in the Administrative Procedure Law.
(4) A State fee which is determined in the relevant laws and
regulations shall be paid by the European cooperative society for
the submission of information and making of entry in the
Enterprise Register Journal.
[16 March 2017; 6 July 2021]
Chapter III
Transfer of the Registered Office of a European Cooperative
Society to Another Member State
Section 8. Submission of Information
to the Enterprise Register in the Case when the Registered Office
is Transferred from Latvia to Another Member State
(1) Prior to transfer of the registered office of the European
cooperative society from Latvia to another Member State, a
European cooperative society shall submit the address transfer
proposal referred to in Section 7(2) of Regulation No 1435/2003
to the Enterprise Register. The Enterprise Register shall make an
entry on the fact of the proposal - to change the registered
office from Latvia to another Member State - and on the new
registered office. The Enterprise Register shall publish on its
website the date of registration of the registered office
transfer proposal and the new registered office of a European
cooperative society.
(2) In order the Enterprise Register, in accordance with
Article 7(7) and (8) of Regulation No 1435/2003, may verify the
legality of acts and formalities to be performed before the
transfer of the registered office, the European cooperative
society shall submit an application for the transfer of the
registered office and certification referred to in Article 7(7)
of Regulation No 1435/2003.
(3) A decision regarding completion of such acts and
formalities which are to be performed before the transfer of the
registered office shall be taken by the Enterprise Register
within the time periods determined in the Administrative
Procedure Law. Prior to taking a decision, the Enterprise
Register shall request the consent from the Financial and Capital
Market Commission, the State Revenue Service and, where
necessary, the Ministry of Economics for the transfer of the
registered office of a European cooperative society from Latvia
to another Member State.
[16 March 2017; 6 July 2021]
Section 9. Measures for the
Protection of Creditors
If a European cooperative society transfers the registered
office from Latvia to another Member State after a decision of a
general meeting of the European cooperative society regarding the
transfer of the registered office has been taken, the laws and
regulations that determine the measures for the protection of
creditors with regard to the public limited-liability company
being acquired shall be applied.
Section 10. Competence of State
Administration Institutions in Case when the Registered Office of
the European Cooperative Society is Transferred from Latvia to
Another Member State
(1) In accordance with Article 7(14) of Regulation No
1435/2003, transfer of the registered office from Latvia to
another Member State shall not come into effect if the Financial
and Capital Market Commission, the State Revenue Service or the
Ministry of Economics opposes to it in compliance with the
competence thereof.
(2) Decision of the Financial and Capital Market Commission,
the State Revenue Service and the Ministry of Economics may be
appealed to a court in accordance with the procedures specified
in the laws and regulations governing administrative
proceedings.
Chapter IV
Administrative System of a European Cooperative Society
Section 11. Two-tier Administrative
System of a European Cooperative Society
(1) In case when there is a management organ and supervisory
organ (two-tier administrative system), the laws and regulations
applicable to a general meeting of members, the council and board
of cooperative societies shall be respectively applied to the
general meeting of members, supervisory organ (hereinafter - the
council) and management organ (hereinafter - the board) of such
European cooperative society, unless it is otherwise provided for
in Regulation No 1435/2003 and in this Law.
(2) In accordance with Article 37(4) and Article 39(4) of
Regulation No 1435/2003, the requirements of laws and regulations
with regard to the minimum and maximum number of members of the
board and council of the cooperative society shall be
respectively applied to the board and council of a European
cooperative society.
Section 12. One-tier Administrative
System of a European Cooperative Society
(1) In case when there is only a board in a European
cooperative society (one-tier administrative system), the laws
and regulations to be applied to a general meeting of members and
a board of cooperative societies shall be respectively applied to
the general meeting of members and board of such European
cooperative society, unless it is otherwise provided for in
Regulation No 1435/2003 and in this Law.
(2) In accordance with Article 42(2) of Regulation No
1435/2003, the minimum number of members of a board shall be
three.
(3) A board shall be appointed and removed by a general
meeting of members in accordance with the decision making
procedures determined in Regulation No 1435/2003.
Chapter V
Share Capital and Annual Accounts of a European Cooperative
Society
Section 13. Expression of Share
Capital of a European Cooperative Society
In accordance with Article 77(1) of Regulation No 1435/2003,
the share capital of a European cooperative society shall also be
expressed in the monetary units of the Republic of Latvia.
Section 14. Annual Accounts of a
European Cooperative Society
In accordance with Article 77(2) of Regulation No 1435/2003,
the monetary unit of the Republic of Latvia shall be used as the
monetary unit in the annual accounts and the consolidated annual
accounts of a European cooperative society.
Chapter VI
Convening of a General Meeting of Members of a European
Cooperative Society and Winding-up of a European Cooperative
Society
Section 15. Convening of a General
Meeting of Members of a European Cooperative Society
In accordance with Article 54(2) of Regulation No 1435/2003, a
competent institution that may convene a general meeting of
members of a European cooperative society shall be the Enterprise
Register.
Section 16. Winding-up of a European
Cooperative Society
In cases determined in Article 73 of Regulation No 1435/2003,
the Enterprise Register shall notify in writing a European
cooperative society and determine a reasonable time period for
it, but not more than three months, for the elimination of the
relevant infringements. If within the determined time period
following the receipt of a written warning the deficiencies are
not eliminated, the Enterprise Register is entitled to bring an
action to court regarding a winding-up of a European cooperative
society.
Informative Reference to European
Union Directive
[6 July 2021]
The Law includes legal norms arising from Directive (EU)
2019/1151 of the European Parliament and of the Council of 20
June 2019 amending Directive (EU) 2017/1132 as regards the use of
digital tools and processes in company law.
The Law has been adopted by the Saeima on 26 October
2006.
President V. Vīķe-Freiberga
Rīga, 9 November 2006
1 The Parliament of the Republic of
Latvia
Translation © 2022 Valsts valodas centrs (State
Language Centre)