Text consolidated by Valsts valodas centrs (State
Language Centre) with amending laws of:
23 September 2004 [shall
come into force on 21 October 2004];
2 November 2006 [shall come into force on 23 November
2006];
21 January 2010 [shall come into force on 24 February
2010];
21 October 2010 [shall come into force on 24 November
2010];
16 June 2011 [shall come into force on 20 July
2011];
15 December 2011 [shall come into force on 1 January
2012];
12 September 2013 [shall come into force on 1 January
2014];
3 October 2013 [shall come into force on 2 January
2014];
6 November 2013 [shall come into force on 1 January
2014];
23 January 2014 [shall come into force on 17 February
2014];
12 November 2015 [shall come into force on 1 January
2016];
23 March 2017 [shall come into force on 1 May
2017];
22 June 2017 [shall come into force on 1 July
2017];
2 November 2017 [shall come into force on 6 December
2017];
22 February 2024 [shall come into force on 20 March
2024].
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.
|
The Saeima1 has adopted
the President has proclaimed the following law:
Associations and Foundations
Law
Division A
General Provisions
Chapter I
Basic Provisions
Section 1. Purpose of the Law
(1) The purpose of this Law is to promote the activities of
associations and foundations and the long-term development
thereof, as well as to facilitate the strengthening of a
democratic and civil society.
(2) This Law regulates the guiding principles for the
activity, organisational structure, liquidation and
re-organisation of associations and foundations.
Section 2. Concept of Associations
and Foundations
(1) An association is a voluntary union of persons founded to
achieve the goal specified in the articles of association which
shall not have a profit-making nature.
(2) A foundation, also a fund, is an aggregate of property
that has been set aside for the achievement of a goal specified
by the founder which shall not have a profit-making nature.
Section 3. Legal Status of an
Association and a Foundation
An association and a foundation obtain the status of a legal
person at the moment when it is entered into the Register of
Associations and Foundations.
Section 4. Delimitation of Liability
of an Association and a Foundation
(1) An association and a foundation are liable to the extent
of all its own property.
(2) An association is not liable for the obligations of a
member. A member is not liable for the obligations of an
association.
(3) A foundation is not liable for the obligations of a
founder. A founder is not liable for the obligations of a
foundation.
Section 5. Legal Address of an
Association and a Foundation
(1) The legal address of an association and of a foundation is
the address which has been entered into the Register of
Associations and Foundations. The change of the legal address
shall be notified to the Register authority of associations and
foundations.
(2) If information, documents or other correspondence is sent
to an association or to a foundation to the address registered in
the Register of Associations and Foundations, it shall be
considered that the association or foundation has received these
documents, information or other correspondence on the seventh
day, if the sender has proven that such dispatch has been
performed.
Section 6. Name and Symbols of an
Association and a Foundation
(1) The name and symbols of an association and a foundation
shall not be contrary to laws and regulations and good morals,
for example, they shall not contain the name of a military body
or the name of such organisation or group that has been
recognised as criminal or anti-constitutional, the name and
symbols shall not create a positive attitude towards
violence.
(2) The name of a foundation shall contain the word
"nodibinājums" [foundation] or "fonds" [fund].
(3) The name shall differ clearly and distinctly from other
names of associations and foundations already entered or applied
for entering in the Register of Associations and Foundations or
in other registers of the Register authority.
(4) Only the letters of the Latvian or Latin alphabet shall be
used in the name of associations and foundations.
(5) Misleading information regarding the purpose of
activities, type of activities and legal form shall not be
included in a name.
(6) The name of an association or a foundation shall not
coincide with the names of State or local government authorities
(institutions), as well as contain misleading information that
the association or foundation is endowed with a public power.
(7) An association or a foundation, the rights of which have
been infringed through illegal use of the name or symbols
thereof, may demand from the infringer to cease using the name or
symbols, as well as to reimburse the losses incurred to the
association or foundation through illegal use of the name or
symbols thereof.
[23 September 2004; 21 January 2010; 21 October 2010 /
Amendments to Paragraph three shall come into force on 1
December 2010. See Paragraph 3 of the Transitional
Provisions]
Section 7. Rights of an Association
and a Foundation to Perform Economic Activity
(1) An association and a foundation have the right to perform
economic activity in the form of complementary activity which
pertains to the maintenance and utilisation of its own property
as well as to perform other economic activity to achieve the
goals of the association or foundation.
(2) The income of an association or of a foundation may be
utilised only for the achievement of the goal specified in the
articles of association. Profit obtained from economic activity
of an association or a foundation may not be divided among the
members of an association or the founders of a foundation.
Section 8. Organisation of Voluntary
Work
Associations and foundations shall organise voluntary work in
accordance with the Law on Voluntary Work.
[12 November 2015]
Section 9. Remuneration for Activity
in an Association or a Foundation
If a person receives remuneration (consideration) for activity
in an association or a foundation this remuneration
(consideration) shall be determined in accordance with the scope
of the duties of the relevant person and the financial situation
of the association or foundation.
Section 10. Public Activities
(1) An association and a foundation, in order to achieve the
goals laid down in the articles of association, have the right to
perform activities which are not in contradiction with law,
especially to distribute freely information regarding its own
activities, to establish its own publications and other mass
media, to organise meetings, street processions and pickets, as
well as to perform other public activities.
(11) An association and a foundation are prohibited
in their activity from taking action against independence and
territorial integrity of the Republic of Latvia, from expressing
or disseminating proposals on the violent amendment of the State
structure of Latvia, from encouraging not to obey the laws if
non-compliance with them endangers State security, public safety
or order, from propagating violence or terrorism, outright
Nazism, fascism or communism ideology, from popularising war,
from carrying out acts directed towards triggering national,
ethnic, racial, religious hatred or enmity, from praising or
encouraging the committing of criminal offences.
(2) An association and a foundation may apply to State and
local government authorities in matters related to the goals of
the activities of the relevant association or foundation, as well
as to maintain the rights of its members or interests protected
by law in a court.
(3) An association and a foundation the articles of
association of which have specified goals towards the protection
of human rights or individual rights have the right, with the
consent of the injured natural person, to turn to institutions or
to a court and defend the rights or lawful interests of such
persons in the matters which are related to the violations of the
prohibition of unequal treatment or with employment of such
persons who are not entitled to stay in the Republic of
Latvia.
(4) Applying to an institution or a court by an association or
a foundation in defending the rights or lawful interests of
persons who are not entitled to stay in the Republic of Latvia
shall not be considered as support for ensuring with possibility
to stay illegally in the Republic of Latvia.
[2 November 2006; 16 June 2011; 2 November 2017]
Section 10.1 Imposition
of Additional Obligations
(1) If there is reason to believe that the action of an
association or foundation with financial resources or other
material benefits is directed towards infringement of any of the
prohibitions referred to in Section 10, Paragraph 1.1
of this Law, the State Revenue Service shall, on the basis of the
reasoned opinion of the State security institution, take the
decision to impose the following additional obligations on the
association or foundation for one year from the day of
notification of the decision:
1) to submit the balance sheets, statements on income and
expenditure, statements on donations and gifts, detailed
information on used donations and gifts four times per year in
conformity with the laws and regulations governing the drawing up
of annual statements;
2) to submit the documents attesting to the transactions
entered into;
3) to present the sources of financing.
(2) The decision on the imposition of additional obligations
may be appealed in accordance with the procedures laid down in
the Administrative Procedure Law. The appeal of the decision
shall not suspend the operation thereof.
[2 November 2017]
Section 11. Prohibition against
Establishing Armed or Militarised Units
An association and a foundation are prohibited from arming the
members thereof or other persons, to organise military training
for them and to establish militarised units.
Section 12. Laws Regulating the
Activities of Other Non-profit Associations of Persons and
Foundations
The activity of political parties, religious organisations,
professional organisations and those associations which are
autonomous entities of public law, as well as public foundations
(funds) shall be regulated by other laws.
[12 November 2015]
Section 12.1
Classification of Associations and Foundations
(1) Associations and foundations shall be classified according
to their field of activity.
(2) The Cabinet shall determine the following in respect of
associations and foundations:
1) the classification according to their field of
activity;
2) the procedures for registering and changing the field of
activity.
[22 February 2024 / Section shall come into force
from 1 July 2024. See Paragraph 11 of Transitional
Provisions]
Chapter II
Register of Associations and Foundations
Section 13. Keeping of the Register
of Associations and Foundations
(1) Information regarding associations and foundations shall
be entered into the Register of Associations and Foundations
(hereinafter also - the Register).
(2) The Register shall be kept by the State institution
authorised therefor by law (hereinafter - the Register
authority).
(3) [22 February 2024 / See Paragraph 11 of Transitional
Provisions]
[3 October 2013; 22 February 2024]
Section 14. Openness of the
Register
(1) Everyone has the right to familiarise themselves with the
entries in the Register and the documents submitted to the
Register authority.
(2) Everyone has the right to receive for fee a statement of
the entries in the Register, as well as an extract or copy of the
document present in the Register file, upon submission of a
relevant request in writing. The accuracy of the extract or copy
shall be attested by the signature and stamp of an official of
the Register authority, indicating the date of the issue thereof,
upon a request of the recipient.
(3) An official of the Register authority shall issue a
statement upon the request of a recipient that a certain entry of
the Register has not been amended or that a certain entry has not
been made in the Register.
[21 January 2010; 6 November 2013]
Section 15. Information to be
Entered in the Register
The following information shall be entered in the
Register:
1) the name of the association or foundation;
2) the legal address of the association or foundation;
3) the objectives of the association or foundation and also
the field of activity according to the classification determined
by the Cabinet;
4) the date when the decision on founding was taken;
5) given name, surname, personal identity number (if none -
date of birth, the number and date of issue of a personal
identification document, the state and authority that has issued
the document) of the members of the executive board, indicating
whether they have the right to represent the association or
foundation individually or collectively;
6) the term of duration of an association or foundation if the
association or foundation has been established on a temporary
basis;
7) information regarding the prohibition of the public
activity or other activity of the association or foundation, the
termination, continuation of activities, the announcement and
termination of insolvency proceedings, the liquidation or
reorganisation of an association or foundation;
8) information regarding the appointment of a liquidator,
indicating his or her given name, surname and personal identity
number (if none - date of birth, the number and date of issue of
a personal identification document, the state and authority that
has issued the document), and the right to represent the
association or foundation collectively or individually;
9) information regarding the appointment of an administrator
in an insolvency proceedings case, indicating the given name,
surname, personal identity number (if none - date of birth, the
number and date of issue of a personal identification document,
the state and authority that has issued the document) and
certificate number of the administrator;
10) date of the making of the entry;
11) other information if it is directly provided for by
law.
[21 January 2010; 21 October 2010; 3 October 2013; 22
February 2024 / Amendment to Clause 3 regarding the deletion of
the words "if the association or foundation applies the field of
activity for entering or entering thereof is provided for in the
law" shall come into force on 1 July 2024. See Paragraph 11 of
Transitional Provisions]
Section 16. Documents to be
Submitted to the Register Authority and Storage Thereof
(1) Documents justifying the making of an entry in the
Register and any amendments thereto (Section 15), as well as
other documents specified in the Law (Section 95, Paragraph four)
shall be submitted to the Register authority. The original of the
document or a duly attested copy thereof shall be submitted to
the Register authority. Public documents issued in foreign states
shall be validated in accordance with the procedures provided for
in international agreements and they shall be accompanied by a
notarised translation into Latvian.
(2) An association shall provide information in writing
regarding the number of members thereof upon the request of the
Register authority.
(3) The documents submitted to a Register authority shall be
stored in a registration file of the relevant association or
foundation if an entry has been made on the basis thereof.
(4) [23 March 2017]
[21 January 2010; 23 March 2017]
Section 17. Making of an Entry in
the Register
(1) An entry in the Register shall be made on the basis of an
application or the court ruling.
(2) An application for the entering of an association or
foundation in the Register shall be signed by all founders or at
least by two persons authorised at the founding meeting, but in
respect of a testamentary foundation - the executor of the will,
heir or a trustee.
(21) An application shall be submitted for making
the entry in the Register in which the data in conformity with
the essence of the application shall be indicated:
1) in the application on entering of changes - data on the
essence of changes and the new data which are applied in respect
of the association or foundation for entering in the
Register;
2) in the application on reorganisation - the type of
reorganisation (if the association or foundation is reorganised
through division, the type of division shall be indicated), the
name and registration number of each subject governed by law
involved in the reorganisation, by indicating in conformity with
the type of reorganisation whether the subject governed by law is
to be merged, divided or acquiring;
3) in the application on termination of activity - the essence
of the applied entry;
4) in the application on continuation of activity - the
essence of the applied entry and the data referred to in Section
15, Clause 5 of this Law;
5) in the application on termination of liquidation and
exclusion of the association or foundation from the Register -
the essence of the applied entry.
(3) Officials of the Register authority shall take the
decision on making an entry, a refusal to make an entry or the
postponing of the making of an entry in the Register within seven
days of the receipt of an application. A Register authority
official shall take a decision within the same time limit on
making of an entry in the Register on the basis of the court
ruling.
(4) A Register authority official shall take the decision on
postponing of the making of an entry if:
1) the requirements of this Law or other laws have not been
observed in the drawing up of the articles of association or the
selecting of a name;
2) all of the documents specified in the Law have not been
submitted.
(5) An official of the Register authority shall take the
decision on refusal to make an entry if:
1) the goal laid down in the articles of association is in
contradiction with the Constitution, laws or international
agreements binding on Latvia;
2) the procedures for the founding of an association or a
foundation specified in this Law have been violated;
3) after the adoption of the decision on postponing of the
making of the entry the deficiencies in the articles of
association or the name of the association or the foundation have
not been rectified.
(6) The decision on refusal to make an entry in the Register
or the postponing of the making of an entry must be motivated. A
time limit for the rectification of deficiencies shall be
indicated in the decision on postponing of the making of an
entry.
(7) An official of the Register authority shall send the
decision referred to in this Section, Paragraph three to the
applicant within three days of the taking of the decision.
(8) An applicant has the right to dispute and appeal the
decision of an official of the Register authority in accordance
with the procedures specified in laws and regulations.
(9) An entry in the Register shall be made on the same day
when the decision on making of the entry is taken.
[21 January 2010; 23 March 2017]
Section 18. Registration
Certificate
[22 February 2024]
Section 19. Exclusion of an
Association or a Foundation from the Register
An association or a foundation shall be excluded from the
Register on the basis of:
1) an application by the liquidator of an association or
foundation;
2) an application by the administrator of an insolvent
association or foundation;
3) an application by the association or foundation for the
making of a reorganisation entry;
4) a court ruling;
5) a decision by the Register authority.
[22 February 2024 / Clause 5 shall come into force
on 1 July 2024. See Paragraph 13 of Transitional
Provisions]
Section 20. State Duty and Charge
for a Service
(1) The amount of the State duty to be paid for the making of
an entry in the Register shall be determined by the Cabinet.
(2) The duty for an extract from the Register and an extract
or a copy of a document in the Register file, as well as for the
issue of a statement shall be paid in the amount laid down in
laws and regulations.
(3) The State duty for making the entry in the Register may
not exceed the administrative expenses which are related to
taking the decision to register and making the relevant
entry.
[6 November 2013]
Section 21. Term for Submission of
Information
Information on the basis of which new entries shall be made in
the Register, as well as the documents specified in the Law shall
be submitted to the Register authority within 14 days after
taking of the relevant decision if it is not otherwise provided
for in this Law.
Section 22. Liability for the
Provision of False Information to the Register Authority
The relevant persons shall be held liable, in accordance with
the law, for the provision of false information to the Register
authority.
Division B
Associations
Chapter III
Founding an Association
Section 23. Founders
(1) Natural and legal persons, and also partnerships with
legal capacity may be founders of an association.
(11) Also sports educational institutions within
the meaning of the Sports Law which do not have the status of a
legal person may be the founders of a sports organisation.
(2) The number of founders may not be less than two.
[22 June 2017]
Section 24. Decision on Founding the
Association
(1) In order to found an association, the founders shall take
the decision on founding the association.
(2) The following information shall be indicated in the
decision on founding the association:
1) the name of the association;
2) the objective of the association;
3) the given name, surname and personal identity number (if
none - date of birth, the number and date of issue of a personal
identification document, the state and authority that has issued
the document) of the founders, but for a legal person and
partnership - the name, registration number and legal
address;
4) the rights and obligations of the founders if the founders
have agreed on such;
5) an authorisation (if such was given) for certain founders
to sign the articles of association and an application to the
Register authority;
6) other information that the founders deem necessary.
(3) After taking the decision on founding the association, the
founders shall approve the articles of association of the
association, elect an executive body of the association
(hereinafter - the executive board) which may be collegial or
single-member and other bodies if such have been provided for in
the articles of association.
(4) The decision on founding the association shall be prepared
in writing and it shall be signed by all of the founders of the
association. His or her authorised person who has participated in
the taking of the decision may sign the decision on behalf of a
founder. The authorisation in writing shall be appended to the
decision.
[21 October 2010]
Section 25. Articles of Association
of an Association
(1) The articles of association of an association shall be
prepared in writing.
(2) The articles of association shall specify:
1) the name of the association;
2) the objective of the association;
3) the period of activity of the association (if an
association is being founded for a certain period of time);
4) preconditions for the entering into and removal from
membership;
5) the rights and duties of members;
6) the procedures by which the rights and duties of a
territorial or another division (if such are established) may be
laid down;
7) the procedures for convening a meeting of members and the
taking of decisions;
8) the name of the executive body, the quantitative structure
thereof, prescribing the rights of the members of the executive
body to represent the association individually or
collectively;
9) the structure, procedures for election, competence,
procedures for the taking of decisions and terms of office of
audit institutions of economic and financial activity or the
procedures for the appointing and terms of office of a certified
auditor.
(3) Other provisions may be provided for in the articles of
association which are not in contradiction with law. If the
articles of association are in contradiction with law, the
provisions of law are applicable.
(4) The articles of association shall be signed by all of the
founders or by at least two authorised representatives thereof,
and the date of the approval of the articles of association shall
be indicated therein.
Section 26. Application for the
Entering of an Association into the Register
(1) The founders shall submit to the Register authority an
application for the entering of the association into the
Register. The application shall indicate the information referred
to in Section 15, Clauses 1-6 of this Law.
(2) The following shall be appended to an application:
1) the decision on founding the association;
2) the articles of association;
3) a written consent of each member of the executive board to
be a member of the executive board.
(3) The application shall be signed by all of the founders or
at least by two representatives authorised thereby.
[21 January 2010]
Section 27. Responsibility for
Obligations which have Derived before the Entering of an
Association into the Register
(1) A founder who has acted on behalf of an association before
the entering of the association into the Register shall be liable
for any obligations arising from this action. If several founders
have acted on behalf of an association to be established, they
shall be jointly liable.
(2) The obligations referred to in Paragraph one of this
Section shall be transferred to the association from the moment
when it is entered into the Register, if a founder had the right
to act on behalf of the association to be established.
(3) If a founder has not had the right to act on behalf of the
association, any obligations arising from such action shall be
transferred to the association if the meeting of members
definitively approves these obligations.
Chapter IV
Members
Section 28. Minimum Number of
Members
(1) An association shall consist at least of two members, if
the articles of association do not determine a greater number of
members. The founders obtain the status of a member of the
association upon the entering of the association into the
Register.
(2) Every association shall keep its own membership register
in which the name, surname, personal identity number (if none -
date of birth, the number and date of issue of a personal
identification document, the state and authority that has issued
the document) and the place of residence of each member (name and
address of a legal person) are indicated. Information regarding
members of the association shall be available only for members of
the relevant association, as well as for controlling and law
enforcement authorities.
[21 October 2010]
Section 29. Membership of a Member
in an Association
(1) The executive board shall take the decision on admission
of a member into the association if it is not otherwise provided
for in the articles of association.
(2) If the executive board or other body (except for the
meeting of members) under the competence of which is the
admission of members takes the decision on refusal to admit a
member, the person wishing to become a member has the right to
demand a review of the matter in accordance with the procedures
determined in the articles of association.
(3) Obligations for members are deemable only in accordance
with the procedures provided for in the articles of
association.
(4) A member's membership is not transferable to third persons
or inheritable if it is not otherwise provided for by law. A
member's membership shall terminate with the quitting of or
exclusion from an association, as well as upon a member's - a
natural person's death or upon a member's - legal person's
termination.
(5) A member's - legal person's membership is maintained if
the legal person is being reorganised, transforming it in
accordance with the procedures set out in law. If a legal person
is being reorganised by merging it with another entity or by
dividing it, this person's membership in the association
ceases.
(6) When reorganising a member - legal person in the course of
division, the divisible legal person's membership in the
association is maintained.
(7) Within the meaning of Paragraphs four, five and six of
this Section a partnership with legal capacity is also considered
as a legal person.
(8) Persons with special status may participate in the
activity of an association (member candidates, honorary members,
associate members, senior members and the like), the rights and
duties of which shall be determined by the articles of
association.
(9) If the founder of a sports organisation or a member
admitted later is a sports educational institution within the
meaning of the Sports Law which does not have the status of a
legal person, the provisions of this Law shall be applied by
analogy to the membership of such member in the association which
regulate the membership in the association of a member - legal
person.
[22 June 2017]
Section 30. Withdrawal from an
Association
A member may withdraw from an association at any time by
submitting a notification in writing to the executive board of
the association if it is not stipulated in the articles of
association that such notification is to be submitted to another
administrative body.
Section 31. Exclusion from an
Association
(1) A member may be excluded from an association on the basis
of a decision of the executive board or another body in the cases
and in accordance with the procedures laid down in the articles
of association. It may be stipulated in the articles of
association that a member may be excluded from an association on
the basis of a decision of the meeting of members.
(2) Apart from the provisions of the articles of association a
member may be excluded from an association if there is a
significant cause therefor. In any case, the blatant infringement
of the articles of association or the commitment of significant
harm to an association shall be considered as a significant
cause.
(3) The executive board of the association has a duty, within
five days, to inform a member in writing of his or her exclusion
from the association and the motivation (justification) for this
decision.
(4) If the decision on exclusion of a member is taken by the
executive board or another body, a member has the right to
request a review of the matter at the meeting of members.
Section 32. Consequences of
Termination of Participation of a Member
(1) If a member's membership in an association is terminated,
the membership fee determined in the articles of association and
paid in is not paid back to him or her.
(2) A person the membership of which in an association has
terminated does not have any right to the property of the
association.
(3) [21 October 2010]
[21 October 2010]
Chapter V
Organisational Structure of an Association
Section 33. Administrative Bodies of
an Association
(1) The administrative bodies of an association are the
meeting of members (general assembly) and the executive
board.
(2) In addition to the administrative bodies referred to in
Paragraph one of this Section the meeting of representatives
(Section 41), as well as other administrative bodies, may be
provided for in the articles of association, determining the
procedures for the establishment and the competence thereof.
[21 January 2010]
Section 34. Meeting of Members
(1) The meeting of members is the supreme body of an
association.
(2) All members of an association have the right to
participate in the meeting of members if it is not otherwise
provided for in law. A member may participate in the meeting of
members also with the intermediation of a representative if it is
not otherwise provided for in the articles of association of the
association. An authorisation to participate and vote at the
meeting of members shall be issued in writing.
Section 35. Competence of the
Meeting of Members
(1) The competence of the meeting of members shall
include:
1) making amendments to the articles of association;
2) the election and recall of the members of the executive
board and audit institutions if such rights are not granted to
another administrative body in the articles of association;
3) the taking of the decision on termination, continuation or
reorganisation of the activities of the association;
4) other matters which under the law or the articles of
association are in the competence of the meeting of members.
(2) The meeting of members has the right to take also such
decisions which are within the competence of the executive board
or other bodies provided for in the articles of association,
unless otherwise provided for in the articles of association.
Section 36. Convening of the Meeting
of Members
(1) The executive board shall convene the meeting of members
in accordance with the procedures laid down in law or in the
articles of association in the cases specified in law or in the
articles of association or if the convening of the meeting of
members is necessary in the interests of the association.
(2) The executive board shall convene the meeting of members
immediately (without undue hesitation) if so requested in
writing, indicating the reason for the convening, by not less
than one tenth of the members and if a lesser number of members
is not laid down in the articles of association.
(3) If the executive board does not convene the meeting of
members on the basis of Paragraph two of this Section, the
members requesting the convening of a meeting may independently
convene the meeting of members in compliance with the procedures
specified for the convening of a meeting.
(4) The executive board shall notify members of the convening
of the meeting of members if it is intended to decide on the
matters referred to in Section 35, Paragraph one, Clauses 1-3 and
make known the agenda thereof at least 14 days before convening
of the meeting if a longer period of time has not provided for in
the articles of association.
[21 January 2010]
Section 37. Course of the Meeting of
Members
(1) The quorum of the meeting of members shall be not less
than one half of the members present at the meeting of members,
unless otherwise provided for in the articles of association. For
making amendments to the articles of association, the meeting of
members has the right to take a decision, provided that more than
one half of the members participate therein, if a larger quorum
has not been laid down in the articles of association.
(2) If the meeting of members does not have the right to take
a decision in accordance with Paragraph one of this Section, the
executive board shall reconvene the meeting of members with the
same agenda not later than within five weeks, taking into account
the provisions of Section 36, Paragraph four of this Law. The
convened meeting of members is entitled to take decisions
notwithstanding the number of members present, but only in such
case if at least two members participate in the meeting of
members.
(3) If, in convening a meeting, the provisions of the law or
the articles of association on the procedures and terms for the
convening of a meeting have been violated, the meeting of members
is not entitled to take decisions, except for the cases when all
of the members are present at the meeting of members.
(4) The meeting of members shall be chaired by the chairperson
of the executive board unless another chair of the meeting is
elected by the members. The course of the meeting of members
shall be recorded in the minutes. The minutes shall be signed by
the chair of the meeting and by the minute-taker.
(41) The following shall be specified in the
minutes of the meeting of members:
1) the name of the association;
2) the authority (person) which convenes the meeting of
members;
3) the place and time of occurrence of the meeting of members
and, if the meeting of members is held remotely, also information
on the fact that the meeting of members is held remotely by using
electronic means;
4) the time when the members have been notified of convening
of the meeting of members and the type of notification;
5) the total number of members of the association and, if in
accordance with the articles of association the representatives
of members are participating in the meeting - the total number of
the representatives necessary in order for all members to be
represented;
6) the number of members (representatives of members) present
in the meeting;
61) the number of members who have exercised the
right to vote before the meeting of members;
7) the issues on the agenda;
8) the course and content of the discussion of the issues on
the agenda;
9) the voting results specifying the number of votes "for" or
"against" for each decision;
10) the decisions taken.
(5) The meetings of members shall be held openly unless a
motivated decision on other procedures for the course of a
meeting is taken by the meeting of members.
[21 January2010; 22 February 2024]
Section 37.1 Remote
Participation and Voting in the Meeting of Members
(1) A member has the right to vote in writing (including by
electronic means) on matters included in the agenda of the
meeting of members before the meeting of members by sending his
or her vote to the association not later than the day before the
date of the meeting of members, unless otherwise provided for in
the articles of association. The executive board shall determine
the procedures for the identification of members and the exercise
of these rights, unless otherwise provided for in the articles of
association.
(2) A member who has voted before the meeting of members may
request the association to confirm the receipt of the vote. In
such a case, the association shall, immediately after receipt of
the vote, send the confirmation to the member.
(3) A member has the right to participate and vote in the
meeting of members by using electronic means, unless otherwise
provided for in the articles of association. The executive board
shall determine the procedures for the identification of members
and the exercise of these rights, unless otherwise provided for
in the articles of association.
(4) The right of a member to vote before the meeting of
members or to participate and vote in the meeting of members by
using electronic means shall not restrict the right of the member
to participate and vote in the meeting of members in person.
(5) A member who votes before the meeting of members may vote
in the meeting of members in person or by using electronic means.
In such a case, the vote cast before the meeting of members shall
be cancelled.
(6) A member who votes before the meeting of members or
participates and votes in the meeting of members by using
electronic means shall be considered present at the meeting of
members. The executive board shall prepare the list of those
members who have voted before the meeting of members and the
participants of the meeting of members shall be acquainted with
the list before the vote.
[22 February 2024 / Section shall come into force
from 1 July 2024. See Paragraph 12 of Transitional
Provisions]
Section 38. Decisions of the Meeting
of Members
(1) A decision of the meeting of members shall be taken if
more than half of the members present vote in favour thereof,
unless a greater number of votes is prescribed in law or in the
articles of association.
(2) Each member has one vote in the meeting of members. A
member shall not have a right to vote if the meeting of members
is deciding on the entering into of a transaction with such
member or the bringing of an action or the termination of a
matter against such member.
(3) In order to amend or terminate the rights of a member
which differ from the rights of other members, or in order to
specify obligations of a member which differ from the obligations
of other members, the consent of such member is required.
Section 39. Amendments to the
Articles of Association
(1) [21 January 2010]
(2) Amendments to the articles of association shall come into
effect at the time of the taking thereof, unless it is otherwise
specified in the articles of association, but in respect of third
persons - only after the registration of the amendments to the
articles of association in the Register.
(3) Amendments to the articles of association shall be
notified to the Register authority by appending an extract of the
minutes of the meeting of members or an extract of the voting
minutes with the decision on amendments to the articles of
association and a complete text of the articles of association in
the new wording.
[21 January 2010]
Section 40. Deeming Void the
Decision of the Meeting of Members
(1) A court may deem void the decision of the meeting of
members on the basis of an application by a member of the
association, a member of the executive board, an auditor (also
other bodies if provided for in the articles of association) of
the association, if such decision or the procedures for the
taking thereof are in contradiction with law or the articles of
association or significant infringements have been allowed in the
convening of the meeting or the taking of the decision. An action
may be brought within three months from the day when the person
concerned became aware or should have become aware of the
decision of the meeting of members, but not later than one year
from the day of the taking of the decision.
(2) In accordance with the provisions of Paragraph one of this
Section, a court may also deem void decisions of other bodies of
an association.
Section 41. Meeting of
Representatives
(1) It may be laid down in the articles of association that
the duties of the meeting of members are carried out within the
scope specified in the articles of association by a meeting of
representatives elected from the total number of members. The
representation norm, procedures for the nomination and election
of representatives shall be determined by the executive board,
unless otherwise provided for in the articles of association. All
members of an association have the right to participate in the
election of representatives.
(2) The provisions of this Law regarding the meeting of
members are applicable in respect of the meeting of
representatives, unless otherwise specified in law.
Section 42. Executive Board
(1) An executive board shall manage and represent an
association.
(2) The executive board may be one member or several
members.
(3) Natural persons of legal age the capacity to act of whom
has not been restricted by the court may be the members of the
executive board.
(4) [23 September 2004]
[23 September 2004; 3 October 2013]
Section 43. Competence of the
Executive Board
(1) The executive board shall oversee and manage the affairs
of an association. It shall manage the property of the
association and use the funds thereof in accordance with law, the
articles of association, decisions of the meeting of members or
other bodies.
(2) The executive board shall organise the accounting of an
association in accordance with laws and regulations and perform
other duties in accordance with the competence determined in the
articles of association.
Section 44. Representation Rights of
the Executive Board
(1) All members of the executive board have representation
rights. Members of the executive board shall represent the
association jointly, unless otherwise provided for in the
articles of association.
(2) The representation rights of the executive board in
respect of a third party may not be restricted. The rights of the
members of the executive board specified in the articles of
association to represent an association jointly or separately
shall not be considered as a limitation on the representation
rights of the executive board within the meaning of this
Section.
(3) With regard to the association, the executive board shall
observe the limitations on representation laid down in the
articles of association, in the decisions of the meeting of
members and other bodies determined in the articles of
association.
Section 45. Election, Recall and the
Right to Leave Office of Members of the Executive Board
(1) Members of the executive board shall be elected by a
decision of the meeting of members, unless otherwise provided for
in the articles of association.
(11) If there are several members in the
composition of the executive board, the meeting of members shall
elect the chairperson of the executive board from among the
members of the executive board. It may be determined in the
articles of association that the chairperson of the executive
board is elected by the executive board or by a body supervising
the activity of the executive board if such has been
established.
(2) A member of the executive board may be recalled by the
body which elected such member or by the meeting of members.
(3) It may be provided for in the articles of association that
a member of the executive board may be recalled only if there is
an important reason. The non-performance or improper performance
of duties, the inability to manage the association, the
commitment of harm to the interests of the association, as well
as the loss of trust shall be considered as such cause in any
case.
(4) A member of the executive board does not have any right to
transfer his or her authorisations to third persons.
(5) A member of the executive board may at any time submit a
notification to the association regarding leaving his or her post
as a member of the executive board.
(6) The election of a member of the executive board or the
expiration of his or her authorisations shall be notified for
entry into the Register by appending to the application an
extract from the minutes of the meeting of members or other body
specified in the articles of association with the decision on
election, by appending a consent in writing by the member of the
executive board to be the member of the executive board, or
recall of the member of the executive board.
[23 September 2004; 21 October 2010]
Section 46. Taking of the Decisions
of the Executive Board
(1) A quorum of the executive board shall be not less than
one-half of the members of the executive board present at a
meeting, and if a larger quorum has not been determined in the
articles of association.
(2) If there are several members in the executive board, a
decision shall be taken by a simple majority of the members of
the executive board present, unless a higher voting majority is
provided for in the articles of association.
(3) Notwithstanding the provisions of Paragraphs one and two
of this Section, the executive board is entitled to take
decisions without the convening of a meeting if all of the
members of the executive board vote in writing regarding the
taking of a decision, unless otherwise provided for in the
articles of association.
(4) Minutes shall be taken (recorded) in executive board
meetings. The decisions taken shall be mandatorily recorded in
the minutes, indicating the vote of each member of the executive
board separately for each decision with an entry "for" or
"against".
Section 47. Remuneration and the
Covering of Expenses
(1) A member of the executive board shall perform his or her
duties without remuneration, unless otherwise provided for in the
articles of association.
(2) If the right of a member of the executive board to receive
remuneration is provided for in the articles of association, the
amount and the procedures for the disbursement thereof shall be
determined by a decision of the meeting of members, unless
otherwise provided for in the articles of association.
(3) A member of the executive board may request the covering
of such expenses which have arisen in the course of the execution
of his or her duties, unless otherwise provided for in the
articles of association.
Section 48. Other Bodies of an
Association
It may be determined in the articles of association that
another body shall be formed in addition to the executive board
for the performance of certain activities in accordance with the
procedures for appointment (election) and competence specified in
the articles of association.
Section 49. Liability of Members of
the Executive Board and Other Bodies
(1) Members of the executive board and other bodies shall be
jointly liable for any losses caused to an association due to the
fault thereof.
(2) An association may bring an action against a member of the
executive board or other body within five years from the day of
the infringement of rights or from the day when the violation of
rights became known.
Section 50. Divisions of an
Association
(1) An association may have its own territorial or other
organisationally independent divisions. Divisions of an
association are not legal persons.
(2) If a division of an association has its own meeting of
members and executive board, the provisions of Sections 33, 34,
36-38, 40-43, 45-47, and 49 of this Law are applicable
thereto.
Section 51. Control Rights of the
Meeting of Members
(1) The executive board shall provide members of the
association with the necessary information and documents
pertaining to the activities of the association, as well as shall
prepare a relevant report upon their request.
(2) The meeting of members shall control the activity of other
administrative bodies. For this purpose, the meeting of members
is entitled to call for an internal audit of the association.
(3) Members of the executive board have a duty to provide to
the audit institution all of the information and documents
necessary for the carrying out of the audit.
(4) The auditor shall prepare an opinion on the results of the
audit which shall be submitted to the meeting of members.
Section 52. Annual Statement of an
Association
(1) The executive board shall prepare an association's annual
statement after the end of the reporting year in accordance with
the Accounting Law and other laws and regulations in the field of
keeping the accounting and drawing up of statements.
(2) An association's annual statement shall be examined by an
audit institution of economic and financial activity or by a
certified auditor. Members of the association have the right to
become acquainted with the annual statement.
(3) An association shall submit the annual statement to the
State Revenue Service each year not later than by 31 March in
accordance with the procedures laid down in the laws and
regulations regarding drawing up and submission of statements.
The Cabinet shall determine in which cases the annual statement
shall be accompanied by a report of an audit institution of
economic and financial activity or a certified auditor.
[22 February 2024]
Chapter VI
Prohibition for an Association to Carry out Public Activity or
Other Activity, Termination and Liquidation of Activities of an
Association
[2 November 2017]
Section 53. Basis for Termination of
Activities of an Association
The activities of an association shall be terminated:
1) by the decision of the meeting of members;
2) upon commencing bankruptcy procedures of the
association;
3) upon the diminishing of the number of members to a single
member or to another number laid down in the articles of
association;
4) upon expiration of the term laid down in the articles of
association (if the association was established for a specific
period of time);
41) by a decision of the Register authority;
42) by a decision of the State Revenue Service;
5) by a court ruling;
6) on another basis specified in law or the articles of
association.
[22 February 2024 / Clauses 4.1 and
4.2 shall come into force on 1 July 2024. See
Paragraph 13 of Transitional Provisions]
Section 54. Termination of
Activities of an Association by the Decision of the Meeting of
Members
The decision of the meeting of members on termination of
activities of an association is taken if more than two-thirds of
the members present vote in favour thereof, unless a higher
voting majority is provided for in the articles of
association.
[21 January 2010]
Section 55. Termination of
Activities of an Association by Commencing Bankruptcy
Procedures
The procedures by which the activities of an association shall
be terminated in the case of bankruptcy are determined by the
Insolvency Law.
[21 January 2010]
Section 56. Termination of
Activities of an Association by the Decision of the Executive
Board
If the number of members diminishes to a single member or to
another number laid down in the articles of association as well
as if the period of time specified in the articles of association
for which an association has been established expires, the
executive board of the association shall take the decision on
termination of the activities of the association. If the
activities of the association are terminated by the decision of
the executive board, the application for termination of the
activities shall be appended by the decision of the executive
board.
[23 March 2017]
Section 56.1 Termination
of Activities of an Association by a Decision of the Register
Authority or the State Revenue Service
(1) The activities of an association may be terminated by a
decision of the Register authority if:
1) the executive board of the association has not had the
right of representation for more than two years and the
association has not rectified the indicated deficiency within six
months after receipt of a written warning;
2) the association cannot be reached at its legal address and
has not rectified the indicated deficiency within six months
after receipt of a written warning.
(2) The activities of an association may be terminated by the
decision of the State Revenue Service if the association has not
submitted its annual statement within three months after an
administrative penalty was imposed and at least two years have
passed since the violation was committed.
(3) A decision of the Register authority or the State Revenue
Service to terminate the activities of an association shall come
into force at the time when it has been notified to the
addressee. The Register authority shall make an entry in the
Register on the termination of the activities of the association
after the decision of the Register authority or the State Revenue
Service to terminate the activity of the association has become
incontestable.
(4) If the activities of the association have been terminated
on the basis of a decision of the Register authority or the State
Revenue Service, the person interested in liquidation of the
association is entitled to submit to the Register authority the
application for appointing a liquidator in accordance with the
procedures laid down in Section 59.1 of this Law.
[22 February 2024 / Section shall come into force
from 1 July 2024. See Paragraph 13 of Transitional
Provisions]
Section 57. Termination of
Activities of an Association by a Court Ruling
(1) The activities of an association may be terminated on the
basis of a court ruling:
1) if the activities of the association endanger the State
security, public safety or order, or are otherwise in
contradiction with the Constitution, laws or other laws and
regulations;
2) if economic activity of a profit-making nature has become
the primary activity of the association;
3) if the executive board of the association has not submitted
an application for the termination of the activities of the
association in accordance with this Law;
4) in other cases laid down in the law.
(2) An application to the courts may be filed by a prosecutor
or by the State Revenue Service if an association:
1) has failed to rectify the violations after receipt of the
written warning of the State Revenue Service or prosecutor or
prosecutor's submission within the time period laid down in the
relevant warning or prosecutor's submission. The time period for
rectification of the violations shall be determined not shorter
than 15 days and no longer than three months, except for the case
referred to in Section 57.3 of this Law when the
prosecutor determines the time period in the submission;
2) repeatedly commits a violation within a year after receipt
of a warning, especially in the public activities thereof;
3) has violated the prohibition laid down in Section 10,
Paragraph 1.1 of this Law;
4) has not performed the additional obligations imposed in
accordance with Section 10.1, Paragraph one of this
Law.
(3) A court, taking into account the severity and consequences
of the violation committed by an association, as well as in
evaluating the goal and the activities as a whole of the
association, may limit itself to a warning to the association
without terminating the activities thereof.
[2 November 2017]
Section 57.1 Prohibition
for an Association to Carry out Public Activities or Other
Activities
(1) Upon a reasoned application of the State Revenue Service
or prosecutor, a court may prohibit an association from
performing public activities or other activities until the
adoption of a final court ruling in the matter. It is permissible
to examine the issue on the determination of prohibition of
public activities or other activities of the association in any
stage of the process, and also before bringing an action to the
court on the termination of activities of the association.
(2) A court or judge shall decide on the application on
prohibition of public activities or other activities of an
association within 15 days after receipt of the application or
the day of initiation of the case if the application has been
submitted concurrently with the statement of claim on the
termination of activities of the association, notifying the
association thereof in advance. Failure of the representatives of
the association to attend shall not constitute a bar for the
examination of the application.
(3) If delay in taking the decision to prohibit public
activities or other activities of an association could cause
threat to the State or public security, the court or judge shall
decide on the application on prohibition of public activities or
other activities of an association not later than on the next
working day after receipt of the application, without notifying
the participants in the case thereof in advance. If the decision
to prohibit public activities or other activities of an
association is taken without presence of the representatives of
the association, the decision shall be notified to the
association not later than at the time of enforcement of the
referred to decision.
(4) If the application for the determination of prohibition of
public activities of an association is submitted before the claim
referred to in Section 57.3 of this Law, the court or
judge shall apply the provisions of Section 57.3,
Paragraphs four and five of this Law.
(5) When satisfying the application on prohibition of public
activities or other activities of an association before bringing
an action to the court on termination of activities of the
association, the court or judge shall determine the time period
for the State Revenue Service or prosecutor for the submission of
the statement of claim to the court which is not longer than two
months. If the action is not brought within the time period laid
down by the court, the court or judge shall take a decision to
revoke the prohibition of public activities or other activities
of an association.
(6) A judge shall indicate the purpose and grounds for the
prohibition of public activities or other activities of an
association which are prohibited completely or partly in the
decision to prohibit public activities or other activities of the
association.
(7) The decision to prohibit public activities or other
activities of an association and the decision to revoke the
prohibition of public activities or other activities of an
association shall be enforced immediately after taking thereof.
The court shall send the relevant decision to the Register
authority for making the entry in the Register. The Register
authority shall ensure that the information on making the entry
on the prohibition of public activities or other activities of an
association is available free of charge on the website
thereof.
(8) Upon the application of a participant in the case, the
prohibition of public activities or other activities of an
association may be revoked by the same court which has determined
the prohibition of public activities or other activities of the
association, or by the court in the record-keeping of which is
examination of the case on the merits. This application shall be
decided at a court hearing within the time period laid down in
Paragraph two of this Section, notifying the participants in the
case thereof in advance.
(9) When satisfying the claim on the termination of activities
of an association, the prohibition of public activities or other
activities of the association shall be in force until the day
when the judgment comes into legal effect.
(10) When rejecting the claim on the termination of activities
of an association, the court shall, in the judgment, revoke the
prohibition of public activities or other activities of the
association. The judgment in the part on the revocation of public
activities or other activities of the association shall come into
effect immediately.
(11) If the claim on the termination of activities of an
association is left without examination or court proceedings have
been terminated, the court shall, by the decision, revoke the
prohibition of public activities or other activities of the
association. The decision to revoke the prohibition of public
activities or other activities of the association shall come into
effect immediately.
(12) If the association, before adoption of the final ruling
in the case, violates the court decision which is adopted in
accordance with the procedures laid down in Paragraph one of this
Section or fails to comply with the provisions of the relevant
decision, the court shall, upon the proposal of the applicant,
impose on the association a procedural sanction (a warning or a
fine) and warn about criminal liability arising if the
association continues violating the court decision.
[2 November 2017; 22 February 2024]
Section 57.2 Appeal of
the Decision Taken on the Determination of Prohibition of Public
Activities or Other Activities of an Association
(1) An ancillary complaint may be submitted in respect of the
decision by which the application on the determination of the
prohibition of public activities or other activities of an
association has been rejected and the decision by which the
application to revoke the prohibition of public activities or
other activities of an association has been rejected in
accordance with the procedures laid down in the Civil Procedure
Law within 10 days from the day of notification of the
decision.
(2) Submission of an ancillary complaint regarding decision
referred to in Paragraph one of this Section shall not stay the
execution thereof.
[2 November 2017]
Section 57.3 Termination
of Activities of an Association by a Court Ruling if the
Activities of the Association Endanger the State Security or
Public Safety
(1) If the activities of an association are directed towards
the violation of any prohibition referred to in Section 10,
Paragraph 1.1 of this Law, a prosecutor shall express
a written warning to the association or lodge a submission
thereto. If after receipt of the prosecutor's submission the
association has not rectified the violation within the period
specified in such submission or commits the violation on
prohibition of which the party has been previously warned, the
prosecutor shall bring an action on the termination of activities
of the association before the Riga City Court.
(2) If the activities of an association violate any of the
prohibitions referred to in Section 10, Paragraph 1.1
of this Law or the activities of the association are in
contradiction with the Constitution, laws, or other regulatory
enactments and endanger national security or public safety, the
prosecutor shall bring an action on the termination of activities
of the association before the Riga City Court.
(3) The Riga City Court shall examine the cases on the
termination of activities of the association immediately if the
latter affects national security or public safety interests by
applying the procedures laid down in the Civil Procedure Law.
(4) In order to find out true circumstances of the case within
the framework of the claim and achieve lawful and fair
examination of a case, the court, when examining the cases on the
termination of activities of an association, if it affects the
State security or public safety interests, shall find out the
circumstances of the case, verify evidence, and also, where the
evidence submitted is not sufficient, shall request them upon its
own initiative.
(5) If in examining the cases on the termination of activities
of an association the information which is the official secret
object obtained in operational activities measures is used as
evidence, only the court, upon a reasoned request of the
participants in the case, may become acquainted with the
materials of operational activities which are not appended to the
case and are related to the object of evidence by indicating in
the ruling that such materials have been evaluated.
(6) The court judgement in the case on the termination of
activities of an association may be appealed in accordance with
the procedures laid down in the Civil Procedure Law.
[2 November 2017; 22 February 2024]
Section 58. Liquidation of an
Association
(1) In the case of the termination of the activities of an
association, liquidation thereof shall be carried out if it is
not otherwise provided for in law.
(2) The word "likvidējamā" [to be liquidated] shall be added
to the name of the association.
(3) In the case referred to in Section 56.1 of this
Law, liquidation of the association shall not take place and the
Register authority shall take the decision to exclude the
association from the Register if none of the persons interested
in the liquidation of the association submits the application for
appointing a liquidator to the Register authority in accordance
with Section 59.1 of this Law and insolvency
proceedings have not been declared in relation to the
association.
[22 February 2024 / Paragraph three shall come into
force on 1 July 2024. See Paragraph 13 of Transitional
Provisions]
Section 59. Liquidators of an
Association
(1) Liquidation is performed by the members of the executive
board, unless otherwise provided for in the articles of
association, in a decision of the meeting of members or in the
court ruling.
(2) If the liquidator is appointed by the meeting of members,
it shall set the amount of his or her remuneration and the
procedures for disbursement.
(3) If the activity of an association is terminated on the
basis of a court ruling, the liquidator shall be appointed and
the amount of his or her remuneration shall be determined by the
court.
(31) If a liquidator is appointed in accordance
with Section 59.1 of this Law, the amount of and the
procedures for disbursing the remuneration of the liquidator
shall be determined by the person interested in liquidation of
the association who has submitted the application for appointing
a liquidator.
(4) A natural person of legal age may be a liquidator the
capacity to act of which has not been restricted by the
court.
[21 January 2010; 3 October 2013; 22 February 2024 /
Paragraph 3.1 shall come into force on 1 July 2024.
See Paragraph 13 of Transitional Provisions]
Section 59.1 Appointing a
Liquidator on the Basis of an Application of the Person
Interested in the Liquidation of the Association
(1) In the case referred to in Section 56.1 of this
Law, after an entry on the termination of the activities of the
association has been made in the Register, the Register authority
shall publish the notification on the termination of the activity
of the association in the official gazette Latvijas
Vēstnesis. In the notification the persons interested in the
liquidation of the association shall be invited to submit the
application for appointing a liquidator to the Register authority
within three months after the day when the notification was
published.
(2) In the application referred to in Paragraph one of this
Section the person interested in the liquidation of the
association shall indicate his or her given name, surname, and
personal identity number (if none - the date of birth, the number
and date of issuance of a personal identification document, the
country and authority that has issued the document) and certify
his or her compliance with the status of the person interested in
the liquidation, and also indicate the information on the
liquidator referred to in Section 60, Paragraph one of this
Law.
(3) The Register authority shall make an entry in the Register
on the appointment of a liquidator on the basis of the first
application for appointing a liquidator submitted by the person
interested in liquidation of the association.
[22 February 2024 / Section shall come into force
from 1 July 2024. See Paragraph 13 of Transitional
Provisions]
Section 60. Application for the
Termination of Activities of an Association and Liquidation
Thereof
(1) If the activities of an association are terminated due to
the circumstances referred to in Section 53, Clause 1, 3, or 4 of
this Law, the executive board shall submit to the Register
authority the application for the termination of the activities
of the association. The application shall state the given name,
surname, and personal identity number (if none - the date of
birth, the number and date of issuance of a personal
identification document, the country and authority that has
issued the document) of the liquidator. The following shall be
appended to the application:
1) a written consent of each liquidator to be the liquidator.
In the written consent the liquidator shall indicate the name and
registration number of the association for which he or she agrees
to become a liquidator;
2) an extract from the minutes of the meeting of members with
the decision on termination of activities of the association if
the activity of the association has terminated by the decision of
the meeting of members.
(2) If the activities of an association are terminated by a
court ruling, the court shall send the relevant ruling for the
making of an entry in the Register. The liquidator shall submit
to the Register authority the information referred to in the
second sentence of Paragraph one and Clause 1 of this Section
within three days after entering into effect of the ruling.
(3) If liquidation is being performed by the members of the
executive board, this fact shall be indicated in the application
or in the court ruling and the information referred to in
Paragraph one, Clause 1 of this Section need not be appended
thereto.
(4) If the activities of an association are terminated by a
decision of the State Revenue Service, the State Revenue Service
shall, after the decision has become incontestable, send the
relevant decision to the Register authority for making an entry
in the Register.
[22 February 2024 / Paragraph four shall come into
force on 1 July 2024. See Paragraph 13 of Transitional
Provisions]
Section 61. Dismissal of a
Liquidator
(1) A liquidator may be dismissed by a decision of the meeting
of members, simultaneously appointing another liquidator.
(2) A liquidator may be dismissed by a court ruling on the
basis of a member's or another interested person's application if
there is good cause therefor.
(3) A liquidator appointed by a court may be dismissed only by
a court ruling on the basis of a member's or another interested
person's application if there is good cause therefor,
simultaneously appointing another liquidator.
(31) A liquidator who has been appointed on the
basis of an application to the Register authority by the person
interested in liquidation of the association may be dismissed
only by a court or the interested person who appointed the
liquidator.
(4) The new liquidator shall submit to the Register authority
the decision on dismissal of the liquidator within three days
after taking of the decision.
[22 February 2024 / Paragraph 3.1 shall
come into force on 1 July 2024. See Paragraph 13 of Transitional
Provisions]
Section 62. Rights and Obligations
of Liquidators
(1) A liquidator has all the rights and duties of the
executive board and other bodies provided for in the articles of
association (except for the meeting of members) which are not in
contradiction with the goal of the liquidation.
(2) A liquidator shall recover debts, sell off the property of
the association, satisfy claims of creditors and divide the
remaining property of the association among the persons who have
rights to this property after the covering of liquidation costs
and the satisfaction of creditors' claims. If the status of a
public benefit organisation has been granted to the association
to be liquidated in accordance with the Public Benefit
Organisation Law, the liquidator shall inform the authority
which, in accordance with the abovementioned Law, takes decisions
on granting and removal of the status of a public benefit
organisation of commencement of a liquidation process.
(3) A liquidator may only enter into those transactions which
are necessary for the liquidation of the association.
[21 January 2010]
Section 63. Liquidator's Right of
Representation
(1) If the liquidation of an association is being carried out
by several liquidators, they only have the right to jointly
represent the association, unless otherwise provided in the
articles of association, the decision of the meeting of members
or the court ruling. A provision regarding separate
representation is in effect only in respect of third persons if
it is so entered in the Register.
(2) Liquidators may authorise one or several persons from
among their midst for the performance of certain legal
activities.
Section 64. Submission of an
Insolvency Proceedings Application
If during the course of liquidation it is revealed that the
property of an association to be liquidated is insufficient in
order to satisfy all of the justified claims of creditors, the
liquidator has a duty to submit an insolvency proceedings
application in accordance with the procedures specified by
law.
[21 January 2010]
Section 65. Provision of Information
to Creditors and the Submission of Claims
(1) A liquidator shall publish the notification on the
termination of activities of an association and the liquidation
thereof in the official gazette Latvijas Vēstnesis within
15 days after an entry is made in the Register of Associations
and Foundations.
(2) A liquidator shall send a notification regarding the
commencement of liquidation to all known creditors of the
association.
(3) The creditors of an association shall be invited in the
notification referred to in Paragraphs one and two of this
Section to submit their claims within three months of the day of
publication of the notification, unless a longer period of time
for the submission of creditors' claims is determined in a
decision of the meeting of members or in the court ruling
regarding the termination of activities of the association.
(4) Creditors shall submit their claims against an association
to the liquidator within the specified period of time. In the
claims, creditors shall state the contents of their claims, the
basis and amount, and append documents on which the claims are
based.
[23 January 2014; 22 February 2024]
Section 66. Financial Report for the
Beginning of Liquidation
After expiry of the deadline for the submission of creditors'
claims, the liquidator shall prepare the financial report for the
beginning of liquidation in accordance with Section 21 of the
Accounting Law and the laws and regulations prescribing
assessment of property, including claims and liabilities, in the
accounting and inclusion thereof in the financial reports, if
activities of an undertaking or a unit thereof are terminated. If
in accordance with the Accounting Law and other laws and
regulations in the field of keeping the accounting and drawing up
of statements an association keeps the accounting in a single
entry system, the balance sheet which is to be included in the
financial report for the beginning of liquidation shall be drawn
up on the basis of the entire property of the association,
including data of claims and obligations, inventory data in the
beginning of liquidation of the association.
[22 February 2024]
Section 67. Protection of
Creditors
(1) If a known creditor does not submit his or her claim,
accept a settlement or if an obligation is not yet executable,
the amounts which are due to the creditor shall be deposited at a
sworn notary.
(2) If a disputed claim of a creditor exists, the property of
the association may be divided only if collateral has been
provided for the relevant creditor.
[22 February 2024; 20 March 2024]
Section 68. Financial Report and the
Division of Property for the Closing of an Association
(1) After satisfying the claims of creditors or depositing the
money intended therefor and the covering of liquidation costs,
the liquidator shall draw up a financial report for the closing
of the association, by applying the provisions of Section 66 of
this Law relevantly, and shall divide the rest of the
association's property amongst the persons who have the right to
such property in accordance with the articles of association or
law.
(2) It may be determined in the articles of association that
the meeting of members determines the persons who shall have the
right to such property before the division of the property of the
association, unless it is otherwise prescribed by law. Such
rights may not be specified for the founders of the association,
members of the executive board or other administrative bodies, as
well as for other persons with similar economic interests,
especially for spouses, relatives and brothers-in-law,
sisters-in-law, counting kinship up to the second degree and
affinity up to the first degree.
(3) If the articles of association or the decisions of the
meeting of members do not provide for persons who shall have
rights to any remaining property, it shall be divided into equal
parts amongst the persons who were members of the association at
the time of the termination of activities, unless it is otherwise
prescribed by law.
(4) If the property of the association is not possible to
divide in accordance with the procedures specified in Paragraphs
one, two and three of this Section, the property of the
association falls within the jurisdiction of the State.
(5) If the activities of the association have been terminated
in accordance with the provisions of Section 57, Paragraph one,
Clauses 1 and 2 of this Law, the association's remaining property
falls within the jurisdiction of the State after the covering of
liquidation expenses and the satisfaction of the claims of
creditors.
(51) The division of property of an association
which is a public benefit organisation, as well as of such
association for which the status of a public benefit organisation
has been removed, but which during the previous calendar year
before the commencement of the liquidation has received donations
as a public benefit organisation, in a case of liquidation shall
be carried out in compliance with the Public Benefit Organisation
Law.
(52) The property which has remained after
exclusion of the association from the Register in accordance with
the procedures laid down in Section 58, Paragraph three falls
within the jurisdiction of the State.
(6) The property of an association may be divided not earlier
than six months following the day of publication of the
notification regarding the termination of activities of the
association. A court may allow the remaining property of the
association to be divided before the specified time period if
losses to creditors are not caused thereby.
[21 January 2010; 15 December 2011; 22 February 2024 /
Paragraph 5.2 shall come into force on 1 July 2024.
See Paragraph 13 of Transitional Provisions]
Section 69. Keeping of an
Association's Documents
The liquidator shall perform the necessary activities for the
bringing to order and the transfer of an association's documents
for storage to the National Archives of Latvia in accordance with
the Archives Law and for preservation of temporary records and
for the provision of accessibility thereof in compliance with the
time period of storage, by co-ordinating the place for storage
thereof with the National Archives of Latvia. Expenses connected
with the bringing to order and the transfer of documents to the
Archives shall be covered from the property of the association to
be liquidated.
[15 December 2011]
Section 70. Continuation of
Activities of an Association
(1) If the termination of activities of an association is
provided for in the articles of association or if the decision on
termination of activities of an association is taken by the
meeting of members, the members may take the decision on
continuation or reorganisation of the activities of the
association until the commencement of the division of property.
The decision is considered to be taken if more than two-thirds of
the members present vote in favour thereof.
(2) In taking the decision on continuation of the activities
of an association, the executive board and other bodies provided
for in the articles of association shall be established.
(3) A liquidator shall submit an application to the Register
authority on the continuation of activities of an association by
appending an extract of the minutes of the meeting of members to
the application with the decision to continue activities of an
association and elect members of the executive board, and also a
written consent of each member of the executive board to be a
member of the executive board. The decision on continuation of
the activities of the association shall enter into effect upon
entering it into the Register.
[23 March 2017]
Section 71. Deletion from the
Register
(1) After the division of the remaining property of an
association, the liquidator shall submit to the Register
authority an application for the completion of the liquidation.
The financial report for the closing of the association shall be
appended to the application.
(2) In the application, the liquidator shall certify that:
1) the financial report for the closing of the association has
not been contested in a court or that the relevant claim has been
refused;
2) all of the claims of creditors have been satisfied or the
money intended therefor has been deposited;
3) the documents of the association have been transferred for
keeping to the National Archives of Latvia.
[15 December 2011]
Section 72. Liability of
Liquidators
(1) A liquidator shall be liable for any losses incurred
through his or her own fault.
(2) If there are several liquidators, they shall be solidarily
liable for the losses incurred through their own fault.
Chapter VII
Reorganisation of Associations
Section 73. Reorganisation
(1) An association may be reorganised by way of a merger or a
division.
(2) Only associations may participate in the process of
reorganisation, unless it is otherwise prescribed by law.
(3) It may be provided for in the articles of association that
reorganisation is or is not allowed under certain
preconditions.
Section 74. Merger
(1) An association may be merged with another association
through the course of incorporation or merger.
(2) Incorporation is a process by which an association (the
association to be incorporated) transfers all of its property to
another association (the acquiring association).
(3) A merger is a process by which two or more associations
(the associations to be incorporated) transfer all of their
property to an newly established association (the acquiring
association).
(4) In the case of a merger the association to be incorporated
ceases to exist without undergoing liquidation proceedings.
(5) In the case of a merger the rights and obligations of the
association to be incorporated transfer to the acquiring
association. Members of the association to be incorporated become
members of the acquiring association.
(6) In respect of the newly established association, the
provisions of this Law regarding the founding of an association
are applicable in so far as it is not otherwise provided for in
this Chapter. The associations to be incorporated shall be
considered as the founders of the association.
Section 75. Division
(1) Division is a process by which an association (the
association to be divided) transfers its property to one or
several other associations (the acquiring associations) through
the course of a splitting or a separation.
(2) In the case of a splitting the association to be divided
transfers all its property (rights and obligations) to two or
more acquiring associations and ceases to exist without
undergoing liquidation proceedings.
(3) In the case of a splitting the members of the association
to be divided become members of the acquiring associations in
accordance with the reorganisation agreement or the decision on
reorganisation.
(4) In the case of a separation the association to be divided
transfers a part of its property (rights and obligations) to one
of the acquiring associations or to several such associations. In
the case of a separation the association to be divided continues
to exist.
(5) In the case of a separation the members of the association
to be divided become members of the acquiring associations in
accordance with the decision on reorganisation or the
reorganisation agreement.
(6) An acquiring association may be an already existing
association or a newly established association. In respect of a
newly established association, the provisions regarding the
founding of the association are applicable in so far as it is not
otherwise provided for in this Chapter.
Section 76. Reorganisation
Agreement
(1) If two or more already existing associations participate
in a process of reorganisation, they shall enter into a
reorganisation agreement. A contract shall be entered into in
writing.
(2) The agreement shall indicate:
1) the name, the registration number and the legal address of
the associations involved in the reorganisation;
2) the rights which the acquiring association grants to
members of the association to be incorporated or the association
to be divided;
3) the consequences of the reorganisation in respect of
employees of the associations involved in the reorganisation
process;
4) in the case of a splitting - the economic and non-financial
rights and obligations to be transferred to each acquiring
association;
5) in the case of a merger - the further utilisation of the
non-financial rights of each association.
(3) In the case of a merger of associations the name and legal
address of the acquiring (newly established) association shall be
specified in the reorganisation agreement in addition to the
information referred to in Paragraph two of this Section.
(4) If another already existing association is not involved in
the process of division, the association to be divided shall take
the decision on division which replaces the agreement referred to
in this Section. The name, legal address of the acquiring
association and information regarding the division of property of
the association to be divided shall be indicated in the decision
on division in addition to the information referred to in
Paragraph two of this Section. The division of property act may
be appended to the decision in the form of a separate
document.
Section 77. Decision on
Reorganisation
(1) The draft reorganisation agreement shall be examined and
the decision on reorganisation taken by the meeting of members of
each association involved in the reorganisation process.
(2) Not later than one month before the day when the meeting
of members regarding the approval of the agreement is scheduled,
the opportunity to become acquainted with the draft agreement at
the associations according to the legal addresses thereof shall
be provided for all of the members of the association.
(3) The decision on reorganisation shall be considered to be
taken if more than two-thirds of the members present vote in
favour thereof and if a higher voting majority is not provided
for in the articles of association.
(4) The decision on reorganisation shall be prepared in the
form of a separate document.
(5) If the acquiring association is a newly established
association, the draft articles of association of the newly
established association shall be examined at the meeting of
members in each of the associations involved in the
reorganisation process. The articles of association of the newly
established association are approved simultaneously with the
taking of the decision on reorganisation.
(6) The relevant associations shall enter into an agreement on
the basis of the decision on reorganisation.
Section 78. Protection of the
Interests of Creditors
(1) Within fifteen days of the taking of the decision on
reorganisation, each association involved in the reorganisation
process shall notify in writing all known creditors who had a
right of claim against the association until the taking of the
decision on reorganisation.
(2) Each of the associations involved in the reorganisation
process has an obligation to publish in the official gazette
Latvijas Vēstnesis a notice that the decision on
reorganisation has been taken. The following shall be indicated
in the notice:
1) the name, the registration number and the legal address of
the association;
2) the name, the registration number and the legal address of
the other associations involved in the reorganisation;
3) the fact that the decision on reorganisation has been
taken, indicating the type thereof;
4) the place and time period for the submission of creditors'
claims which may not be shorter than one month from the day of
publication of the notification.
(3) An association to be incorporated or divided shall ensure
a creditor's claim if he or she so requests and if it has been
submitted within the time period specified in the notification
referred to in Paragraph two of this Section. A creditor of the
acquiring association may request the securing of a claim only if
it is proven that the merger endangers the satisfaction of his or
her claim.
(4) A secured creditor may request security only for the
amount of the unsecured part of a debt.
[23 January 2014]
Section 79. Contesting the Decision
on Reorganisation
(1) On the basis of the claim of a member of the association
involved in a reorganisation or a member of the executive board,
the decision on reorganisation may be declared invalid by a court
if it has been taken in violation of law or the articles of
association and it is not possible to rectify these violations or
they are not rectified within the period of time specified by the
court.
(2) The time period for the bringing of an action is three
months after the day of the publication of the announcement
referred to in Section 78 of this Law.
(3) The association the decision on reorganisation of the
meeting of members of which has been declared as void has an
obligation to publish a notification thereof in the official
gazette Latvijas Vēstnesis within 15 days from the day of
entering into effect of the court ruling.
(4) If the decision on reorganisation is declared invalid, it
shall not affect obligations which an association has undertaken
during the reorganisation process.
[23 January 2014]
Section 80. Application to the
Register Authority
(1) Each association involved in a reorganisation process
shall submit an application for the making of an entry regarding
reorganisation to the Register authority not later than three
months from the day of the publication of the notification. The
following shall be appended to the application:
1) the reorganisation agreement or a correspondingly certified
copy thereof;
2) an extract of the minutes and the decision on
reorganisation;
3) the articles of association of the acquiring association
(if as a result of reorganisation a new association is being
established);
4) the list of the members of the executive board of the
acquiring association (if as a result of reorganisation a new
association is being established);
5) if a new association is established as a result of
reorganisation - the application on entering the association in
the Register.
(2) An association shall certify in the application that the
claims of creditors who have submitted their claims within the
specified term have been secured or satisfied and that the
decision on reorganisation is not contested in court or that the
relevant claim has not been satisfied.
(3) In the case of a merger of associations, the associations
to be incorporated shall submit to the Register authority a joint
application for the entering into the Register of the newly
established association.
[23 March 2017]
Section 81. Name of an Acquiring
Association
An acquiring association may continue its activities using the
name of the incorporated association.
Section 82. Entry Regarding
Reorganisation to be Made in the Register
(1) An entry shall be made in the Register regarding the
association to be incorporated after the making of the entries
regarding all of the acquiring associations.
(2) The file of the association to be incorporated shall be
appended to the file of an acquiring association after making the
entry on the incorporation of this association into the Register,
and the incorporated association is excluded from the
Register.
(3) After making the entry on reorganisation into the Register
of the association to be divided, the relevant extracts from the
file of the association to be divided shall be appended to the
files of the acquiring associations and, in cases where a
division is being carried out through splitting, the association
to be divided shall be excluded from the Register.
Section 83. Legal Significance of
the Entry regarding Reorganisation Made in the Register
(1) A reorganisation shall be considered as entered into
effect at the moment when the entries for all of the associations
involved in the reorganisation have been made into the Register,
including the newly established associations.
(2) From the time when reorganisation enters into effect:
1) the property of the association to be incorporated is
considered as transferred into the property of the acquiring
association;
2) the property of the association to be divided is considered
as transferred into the property of the acquiring associations in
accordance with the agreement.
(3) Upon exclusion of the association from the Register this
association is considered to be liquidated.
Section 84. Liability of
Associations Involved in the Reorganisation Process
(1) An acquiring association shall be liable for all of the
obligations of the association to be incorporated.
(2) All of the associations involved in a division, including
newly-established associations, shall be jointly liable for the
obligations of the association to be divided which have arisen
until the entering into effect of the reorganisation. In the
mutual relations of joint debtors only such persons are
considered to be an affiliated entity the obligations of which
have been provided for in the agreement.
(3) If any obligations of an association involved in a
division have not been specified in the agreement, it shall be
jointly liable with the other associations involved in the
division regarding the obligations of the association to be
divided that have arisen until the entering into effect of the
reorganisation and the time period for the performance of which
is due within five years of the entering into effect of the
reorganisation.
Section 85. Liability of the Members
of the Executive Board
(1) The members of the executive board of the associations
involved in a reorganisation shall be jointly liable for losses
which have been caused to the association due to their fault
during the course of reorganisation.
(2) The claim referred to in Paragraph one of this Section is
subject to a limitation period of five years from the time of the
entering into effect of the reorganisation.
Division C
Foundations
Chapter VIII
Founding a Foundation
Section 86. Founders
(1) A foundation may be established by one or several
persons.
(2) If a foundation has several founders, they shall implement
their founders' rights only jointly.
(3) Persons who have granted property to a foundation after
the making of the entry thereof into the Register shall not be
considered to be founders.
(4) The status of a founder is not inheritable and it cannot
be transferred to third persons. The provisions of Section 27 of
this Law shall be applied if a founder has undertaken obligations
before the making of an entry into the Register.
Section 87. Basis for Founding
A foundation shall be established on the basis of a person's
decision on founding of the foundation or a last will and
testament.
Section 88. Decision on Founding of
a Foundation
The provisions of Section 24 shall apply to the decision on
founding of a foundation.
Section 89. Founding of a
Testamentary Foundation
(1) In establishing a foundation for the purposes of general
good and charity on the basis of a will (testamentary
foundation), the provisions of the Civil Law are applicable,
insofar as this Law does not specify otherwise.
(2) If a will does not contain the information referred to in
Section 24 of this Law, the articles of association of the
foundation have not been drawn up or the members of the executive
board have not been appointed, the executor of the will, an heir
or a trustee (Section 469 of the Civil Law) shall perform the
relevant activities (the drawing up of the articles of
association, the appointment of members of the executive board).
In carrying out the activities referred to in this Section, the
executor, heir or trustee of the will must comply with the will
of the testator to the extent possible.
(3) The executor, heir or trustee of a will shall exercise the
rights of a founder, manage the property transferred to the
foundation to be established, as well as perform other activities
specified in law until the appointment of the members of the
executive board.
(4) The full powers of the executor, heir or trustee of a will
specified in this Section shall terminate from the day when the
foundation is entered into the Register.
Section 90. Articles of Association
of a Foundation
(1) The articles of association of a foundation shall
specify:
1) the name of the foundation;
2) the goal of the foundation;
3) the procedures by which property is transferable to a
foundation;
4) the procedures for the use of the resources of the
foundation;
5) the period of activity of the foundation (if a foundation
is being established for a specified period of time);
6) the procedures for distribution of the property of the
foundation in case of liquidation of the foundation;
7) the procedures for the appointment and dismissal of members
of the executive board, numerical composition, representation
rights and term of office thereof;
8) the procedures for the appointment and dismissal of members
of other administrative bodies (if such are provided for) and the
term of office thereof;
9) the structure, procedures for election, competence,
procedures for the taking of decisions and terms of office of
audit institutions of economic and financial activity or the
procedures for the appointing and terms of office of a certified
auditor;
10) the cases and procedures for making of amendments to the
articles of association.
(2) Other provisions may be provided for in the articles of
association which are not in contradiction with law. If the
articles of association are in contradiction with law, the
provisions of law are applicable.
(3) The articles of association shall be signed by all
founders of a foundation or by at least two authorised
representatives thereof, but upon establishing a testamentary
foundation - the executor of the will, heir or trustee.
[21 January 2010; 21 October 2010]
Section 91. Beneficiaries and
Limitations to the Activities of a Foundation
(1) The range of beneficiaries may be provided for in the
articles of association. In case of doubt a person to whom monies
from the property of a foundation may be disbursed in accordance
with the articles of association of the foundation is considered
as a beneficiary.
(2) A foundation may not grant monies, provide guarantees,
issue promissory notes to or otherwise finance founders, members
of the executive board and other administrative bodies (if such
have been established), as well as other persons who have a
similar economic interest, especially spouses, relatives and
brothers-in-law, sisters-in-law, counting kinship up to the
second degree and affinity up to the first degree.
Section 92. Application for the
Entering of a Foundation into the Register
(1) Founders shall submit to the Register authority an
application for the entering of the foundation into the Register.
The application shall indicate the information referred to in
Section 15, Clauses 1-6 of this Law.
(2) An application shall be signed by all founders of a
foundation or by at least two authorised representatives thereof,
but upon establishing a testamentary foundation - the executor of
the will, heir or trustee.
(3) The following shall be appended to an application:
1) the decision on founding;
2) the articles of association;
3) a written consent of each member of the executive board to
be a member of the executive board.
(4) In establishing a testamentary foundation, instead of the
decision on founding the extract of the accordingly certified
will shall be appended, as well as documents certifying the
authorisation of the trustee (Section 496 of the Civil Law) and
the entering into effect of the will.
[21 January 2010]
Chapter IX
Organisational Structure of a Foundation
Section 93. Administrative Bodies of
a Foundation
(1) The administrative body of a foundation is the executive
board.
(2) The formation of other administrative bodies may be
provided for in the articles of association, prescribing the
procedures for the establishment and the competence thereof, as
well as the granting of management competence to other entities
or bodies thereof (hereinafter - other administrative
bodies).
Section 94. Executive Board
(1) The provision of Sections 42-45 and Section 49 of this Law
are applicable in respect of the executive board of foundation,
unless it is otherwise determined in this Chapter.
(2) Limitations in respect of members of the executive board
may be determined in the articles of association. The persons
referred to in Section 89, Paragraph two of this Law may not be
members of the executive board, unless it is otherwise specified
in a will.
(3) The executive board shall consist of at least three
members of the executive board. If, in accordance with the
articles of association of a foundation, another administrative
body has been established and is acting which consists of at
least three members and the tasks of which include the
supervision of the activities of the executive board, a single
member may be in the composition of the executive board.
(4) The executive board shall comply in its activities with
the goal of the foundation, the will of the testator specified in
the decision of the founder or in the articles of association,
the instructions of other administrative bodies (if the provision
of such instructions has been determined in the articles of
association), as well as the competence specified in law and the
articles of association.
[23 September 2004]
Section 95. Appointment, Recall and
the Right to Leave Office of Members of the Executive Board
(1) If a foundation is being established during the lifetime
of a founder, the members of the executive board shall be
appointed by the founder. If a testamentary foundation is being
established - the members of the executive board shall be
appointed by the persons referred to in Section 89, Paragraph two
of this Law, except for the case if the members are appointed by
a will.
(2) The decision on further amendments in the composition of
the executive board as well as recall of the members of the
executive board shall be taken in accordance with the procedures
specified in the articles of association.
(3) A member of the executive board may at any time submit to
the foundation a notification regarding the leaving of the office
of the member of the executive board.
(4) Appointment of a member of the executive board or the
termination of his or her authority shall be submitted for
entering into the Register. If in accordance with the articles of
association the decision on appointment of a member of the
executive board or the termination of the authorisation thereof
is taken by another administrative body, the decision of the
relevant body as well as the written consent of the member of the
executive board to be the member of the executive board shall be
appended to the application. If a member of the executive board
leaves office in accordance with Paragraph three of this Section,
a notification by the relevant member of the executive board
shall be appended to the application.
Section 96. Remuneration and the
Covering of Expenses
(1) A member of the executive board shall perform his or her
duties without remuneration, unless otherwise provided for in the
articles of association.
(2) If the right of the member of the executive board to
receive remuneration is provided for in the articles of
association, the amount and the procedures for disbursement
thereof shall be determined by the person or body having the
right to appoint members of the executive board in accordance
with the articles of association.
(3) A member of the executive board may request the covering
of such expenses which have arisen in the course of the execution
of his or her duties, unless otherwise provided for in the
articles of association.
Section 97. Taking of the Decisions
of the Executive Board
(1) The executive board shall have a quorum if more than
one-half of the members of the executive board are present at a
meeting thereof.
(2) The executive board shall take its decisions by a simple
majority of the members of the executive board present, unless a
higher voting majority is provided for in the articles of
association.
(3) The executive board meetings shall be recorded in minutes.
A protocol shall indicate:
1) the name of the foundation;
2) the place and time of the executive board meeting;
3) the participants at the meeting;
4) the issues on the agenda;
5) the procedure and course of discussion of the agenda;
6) the results of the voting, indicating the vote of each
member of the executive board separately for each decision with
an entry "for" or "against";
7) the decisions taken.
(4) If a member of the executive board does not agree with a
decision of the executive board and votes in opposition against
it, the dissenting opinion of the member of the executive board
shall be written into the minutes of the executive board meeting
upon his or her request.
(5) The minutes of the executive board meeting shall be signed
by the members of the executive board present at the meeting.
Section 98. Other Administrative
Bodies
(1) If the formation of other administrative bodies or the
granting of administrative competence to another entity or a body
thereof is provided for in the articles of association, then such
entity or body may take decisions only in the matters which are
not within the competence of the executive board in accordance
with law or the articles of association.
(2) In respect of a collegial administrative body, the
provisions of Section 97 of this Law are applicable.
Section 99. Limitations on Members
of the Executive Board and Members of Other Administrative
Bodies
(1) If the interests of a foundation conflict with the
interests of any member of the executive board or member of other
administrative body, a spouse, a relative or brother-in-law,
sister-in-law thereof, counting kinship up to the second degree
and affinity up to the first degree, the matter shall be decided
at the meeting of the body in which the member of the interested
administrative body does not have the right to participate in a
discussion of the matters, as well as he or she does not have a
right to vote, and it shall be written into the minutes of the
meeting of the administrative body. The member of the
administrative body has a duty to notify regarding these
interests before the meeting begins. The member of the
administrative body has a duty to notify the administrative body
regarding these interests also after the meeting of the body.
(2) A member of the administrative body who has violated the
provisions specified in Paragraph one of this Section has a duty
to reimburse the losses incurred to the foundation.
Chapter X
Annulment and Amending of the Decision on Founding and of the
Articles of Association
Section 100. Annulment and Amending
of the Decision on Founding and the Articles of Association
before the Entering of a Foundation into the Register
(1) A founder may annul or amend the decision on founding or
the articles of association.
(2) In case of the death of a founder who is a natural person
or in case of the termination of a founder which is a legal
person, the remaining founders do not have the right to annul the
decision on founding, unless it is otherwise provided for in the
decision on founding or another agreement of the founders.
Section 101. Amending of the
Articles of Association after the Entering of a Foundation into
the Register
(1) Only the executive board may make amendments to the
articles of association after the entering of a foundation into
the Register. The executive board may make amendments to the
articles of association only in the cases specified in the
articles of association or if the need for the amendments is
justified in that the conditions from which the goals of the
foundation arose have changed.
(2) It may be provided for in the articles of association that
the making of amendments to the articles of association requires
the consent of another administrative body.
(3) Amendments to the articles of association shall come into
effect at the time of the taking thereof, unless it is otherwise
specified in a decision, but in respect of third persons - only
after the registration of the amendments to the articles of
association in the Register.
(4) In notifying the Register authority of the amendments to
the articles of association, the minutes of the executive board
meeting with the decision on making of the amendments to the
articles of association, a document certifying the consent of
another administrative body for the making of the amendments (if
such is provided for in the articles of association) and the full
text of the articles of association in the new wording shall be
appended.
Chapter XI
Annual Statement and Control of a Foundation
Section 102. Annual Statement of a
Foundation
The executive board shall prepare and submit the annual
statement of a foundation after the end of the reporting year in
accordance with the provisions of Section 52 of this Law.
Section 103. Control Rights of
Donors
Persons who make donations to a foundation may at any time
verify the activities of the foundation as well as become
acquainted with all documents, except for accounting records and
information regarding other persons who have donated to the
foundation.
Chapter XII
Prohibition for a Foundation to Carry out Public Activities or
Other Activities, Termination, Liquidation and Reorganisation of
Activities of a Foundation
[2 November 2017]
Section 104. Basis for the
Termination of Activities of a Foundation
The activities of a foundation shall be terminated:
1) by a court ruling;
2) upon expiry of the time period (if a foundation has been
established for a specified period of time);
21) by a decision of the executive board;
3) upon commencing bankruptcy procedures of the
foundation;
31) by a decision of the Register authority;
32) by a decision of the State Revenue Service;
4) on another basis specified in law or the articles of
association.
[21 January 2010; 22 February 2024 / Clauses 3.1
and 3.2 shall come into force on 1 July 2024. See
Paragraph 13 of Transitional Provisions]
Section 105. Termination of
Activities of a Foundation by a Court Ruling
(1) The activities of a foundation may be terminated on the
basis of a decision of the court:
1) if the goal of the foundation has been achieved or the
achievement thereof has become impossible and the right to amend
the goals of the foundation has not been granted to the executive
board in the articles of association or if the executive board
does not receive the consent from the other administrative bodies
for the amendment of the goals (unless it is otherwise provided
for in the articles of association);
2) if the activities of the foundation endanger the State
security, public safety or order, or are otherwise in
contradiction with the Constitution, laws or other laws and
regulations;
3) if the activities of the foundation do not correspond with
the goals laid down in the articles of association;
4) if economic activity of a profit-making nature has become
the basic activity of the foundation;
5) in other cases laid down in the law.
(2) An application for the termination of activities of a
foundation shall be submitted by the executive board in the case
referred to in Paragraph one, Clause 1 of this Section.
(3) An application to a court shall be submitted by the
prosecutor or by the State Revenue Service in the cases referred
to in Paragraph one, Clauses 2, 3, 4 and 5 of this Section if a
foundation:
1) has failed to rectify the violations after receipt of the
written warning of the State Revenue Service or prosecutor, or
prosecutor's submission within the time period laid down in the
relevant warning or prosecutor's submission. The time period for
rectification of the violations shall be determined not shorter
than 15 days and no longer than three months, except for the case
referred to in Section 57.3 of this Law when the
prosecutor determines the time period in the submission;
2) repeatedly commits a violation within a year after receipt
of a warning, especially in the public activities thereof;
3) has violated the prohibition laid down in Section 10,
Paragraph 1.1 of this Law;
4) has not performed the additional obligations imposed in
accordance with Section 10.1, Paragraph one of this
Law.
(4) A court, taking into account the severity and consequences
of the violations committed by a foundation, as well as in
evaluating the goals of the association and the activities as a
whole, may limit itself to a warning to the foundation without
terminating the activities thereof.
(5) The provisions of Sections 57.1,
57.2 and 57.3 of this Law shall be applied
in respect of the prohibition for a foundation to carry out
public activities or other activities, and also the termination
of activities of a foundation by the court ruling if the
activities of the foundation endanger the State security or
public safety.
[2 November 2017]
Section 105.1 Termination
of Activities of a Foundation by a Decision of the Executive
Board
(1) The decision of the executive board on termination of
activities of a foundation shall be considered to be taken if
more than two-thirds of the members of the executive board have
voted in favour thereof and if the articles of association do not
provide for a greater majority of votes.
(2) It may be provided for in the articles of association that
the decision on termination of activities of a foundation
requires the consent of another administrative body.
[21 January 2010]
Section 106. Termination of
Activities of a Foundation upon Commencing Bankruptcy
Proceedings
The procedures by which the activities of a foundation shall
be terminated in case of bankruptcy are regulated by the
Insolvency Law.
[21 January 2010]
Section 106.1 Termination
of Activities of a Foundation by a Decision of the Register
Authority or the State Revenue Service
The provisions of Chapter VI of this Law regarding the
termination of activities of an association by a decision of the
Register authority or the State Revenue Service are applicable
correspondingly to foundations, unless otherwise provided for in
this Chapter.
[22 February 2024 / Section shall come into force
from 1 July 2024. See Paragraph 13 of Transitional
Provisions]
Section 107. Liquidation of a
Foundation
(1) The provisions of Chapter VI of this Law regarding the
liquidation of an association are applicable correspondingly to
foundations, unless it is otherwise determined in this
Section.
(11) In the case referred to in Section
56.1 of this Law, liquidation of the foundation shall
not take place and the Register authority shall take the decision
to exclude the foundation from the Register if none of the
persons interested in liquidation of the foundation submits the
application for appointing a liquidator to the Register authority
in accordance with Section 59.1 of this Law and
insolvency proceedings have not been declared in relation to the
foundation.
(2) Liquidation shall be performed by the members of the
executive board, unless otherwise provided for in the articles of
association. If liquidation is being carried out by other persons
who are not members of the executive board, the procedures for
the appointing of these liquidators shall be laid down in the
articles of association.
(3) If the activity of a foundation terminates due to the
circumstances referred to in Section 104, Clauses 2,
2.1, and 4 of this Law, the executive board shall
submit to the Register authority an application for the
termination of activities of the foundation. Information on the
given name, surname, and the personal identity number (if none -
the date of birth, the number and date of issuance of a personal
identification document, the country and authority that has
issued the document) of the liquidator shall be indicated in the
application.
(31) A written consent of each liquidator to be a
liquidator shall be appended to the application. In the written
consent the liquidator shall indicate the name and registration
number of the foundation for which he or she agrees to become a
liquidator.
(4) If the activities of a foundation are terminated on the
basis of a court ruling, the court shall send the relevant ruling
for the making of an entry into the Register. The liquidator
shall submit to the Register authority the information referred
to in the second sentence of Paragraph three and Paragraph
3.1 of this Section within three days after entering
into effect of the ruling.
(5) If liquidation is being performed by the members of the
executive board, this fact shall be indicated in the application
or in the court ruling and the information referred to in
Paragraph 31 of this Section need not be appended
thereto.
(6) A liquidator may be removed only by the court ruling on
the basis of an application by an interested person if there is
good cause, appointing another liquidator simultaneously.
(7) The decision on continuation of activities of a foundation
shall be taken by the executive board or by other administrative
bodies provided for in the articles of association.
[21 January 2010; 21 October 2010; 22 February 2024 /
Paragraph 1.1 shall come into force on 1 July 2024.
See Paragraph 13 of Transitional Provisions]
Section 108. Financial Report and
Division of Property for the Closing of a Foundation
(1) After satisfying the claims of creditors or depositing the
money intended therefor and the covering of liquidation costs,
the liquidator shall prepare a financial report for the closing
of a foundation, by applying the provisions of Section 66 of this
Law relevantly, and shall divide the remainder of the property of
the foundation amongst the persons who have the right to referred
to property in accordance with the articles of association,
unless it is otherwise prescribed in law. The property shall be
divided into equal parts amongst these persons, unless otherwise
provided for in the articles of association.
(2) If the activities of the foundation have been terminated
in accordance with the provisions of Section 105, Paragraph one,
Clause 2, 3, 4, or 5 of this Law, the foundation's remaining
property falls within the jurisdiction of the State after the
covering of liquidation expenses and the satisfaction of the
claims of creditors.
(21) The division of property of a foundation which
is a public benefit organisation, as well as such of such
foundation for which the status of a public benefit organisation
has been removed, but which during the previous calendar year
before the commencement of the liquidation has received donations
as a public benefit organisation, in case of liquidation shall be
carried out in compliance with the Public Benefit Organisation
Law.
(22) The property which has remained after
exclusion of the foundation from the Register in accordance with
the procedures laid down in Section 107, Paragraph 1.1
falls within the jurisdiction of the State.
(3) The property of a foundation may not be divided amongst
the founders, the members of the executive board or other
administrative bodies, nor amongst other persons with similar
economic interests, especially spouses, relatives and
brothers-in-law, sisters-in-law, counting kinship up to the
second degree and affinity up to the first degree.
[21 January 2010; 15 December 2011; 22 February 2024 /
Paragraph 2.2 shall come into force on 1 July 2024.
See Paragraph 13 of Transitional Provisions]
Section 109. Reorganisation of a
Foundation
(1) The provisions of this Law regarding the reorganisation of
an association are applicable correspondingly to foundations,
unless it is otherwise determined in this Section.
(2) Reorganisation may be carried out only in the cases
specified in the articles of association. The reorganisation of a
testamentary foundation is not permitted.
(3) The decision on reorganisation shall be taken by the
executive board of each foundation involved in the reorganisation
process. It may be provided for in the articles of association
that the decision on reorganisation requires the consent of
another administrative body. The decision on reorganisation shall
be considered to be taken if more than two-thirds of the members
of the executive board vote in favour thereof and if a greater
majority of votes has not been provided for in the articles of
association. The decision shall be prepared as a separate
document.
(4) The following shall be included in a reorganisation
agreement:
1) the name, the registration number and the legal address of
the foundations involved in the reorganisation;
2) the consequences of the reorganisation in respect of
employees of the foundations involved in the reorganisation
process;
3) in the case of a division - the property to be transferred
to each foundation.
(5) If in the process of a division no other already existing
foundation is involved, the foundation to be split shall take the
decision on division which shall replace the agreement referred
to in this Section. The name, legal address of the acquiring
foundation and information regarding the division of property of
the foundation to be divided shall be indicated in the decision
on division in addition to the information referred to in
Paragraph three of this Section. The division of property act may
be appended to the decision in the form of a separate
document.
(6) A document which certifies consent for the reorganisation
of the other administrative body shall be appended additionally
to an application for the making an entry regarding
reorganisation (if the provision of such consent is provided for
in the articles of association).
Transitional Provisions
1. The procedures for the coming into force of this Law shall
be prescribed by a special law.
2. Section 15, Clause 9; Section 19, Clause 2; Section 53,
Clause 2; Sections 55 and 64; Section 104, Clause 3 and Section
106 of the Law shall come into force simultaneously with the law
which regulates the insolvency of associations and
foundations.
3. Amendment to Section 6, Paragraph three of this Law shall
come into force concurrently with the amendments to the law On
the Enterprise Register of the Republic of Latvia which, in the
creation and registration of the name, provides for the
compliance with a condition that the name applied for the
registration may not match the name applied for entering or
entered in the registers of the Register authority.
[21 January 2010]
4. Amendment to Section 6, Paragraph three of this Law
regarding the distinction of the name from other names already
entered in the registers of the Register authority shall not
concern the right of associations and foundations to a name that
is entered in the Register until the day of coming into force of
these amendments.
[21 January 2010]
5. Amendments regarding supplementation of Section 68 of this
Law with Paragraph 5.1 and supplementation of Section
108 with Paragraph 2.1 of this Law shall come into
force on 1 July 2010.
[21 January 2010]
6. Amendment to this Law regarding the new wording of Section
52 that provided for associations and foundations, the turnover
(income) of which from the economic transactions during the
reporting year does not exceed 25 000 lats and which organise the
accounting by the single entry system, to draw up, examine and
submit to the State Revenue Service only separate parts of annual
statement - statement on income and expenditure and statement on
donations and gifts - shall be applicable to annual statements of
associations and foundations to be submitted for 2012 and 2013.
Annual statements of associations and foundations for the time
period until 31 December 2011 shall be submitted to the State
Revenue Service in compliance with the requirements of the laws
and regulations that were in force until 31 December 2011.
[15 December 2011; 12 September 2013; 3 October
2013]
7. [3 October 2013]
8. Until the day when such laws and regulations have come into
force which provide for certain fields of activities of
associations and foundations, the entry referred to in Section
15, Clause 3 of this Law on the field of activities of an
association or foundation shall be made only on the employers'
organisations and associations thereof which have been
established in accordance with the Employers' Organisations and
their Associations Law on the basis of the relevant application
of the employers' organisation or association of employers'
organisation on entering the employers' organisation or
association of the employers' organisation in the Register of
Associations and Foundations, and also - after coming into force
of the Law on Trade Unions - on trade unions and associations
thereof.
[3 October 2013]
9. The entry regarding the field of activities of an
association referred to in Section 15, Clause 3 of this Law in
respect of those associations which have been established and
operate in accordance with the Employers' Organisations and their
Associations Law and have been entered in the Register of
Associations and Foundations until the day of coming into force
of Section 15, Clause 3 of this Law shall be made on the basis of
the relevant application of the employers' organisation or
association of employers' organisation in which it attests for
its conformity with the field of activities of the employers'
organisation or association of the employers' organisation.
[3 October 2013]
10. The Cabinet shall issue the regulations referred to in
Section 13, Paragraph three of this Law by 2 July 2014.
[3 October 2013]
11. Section 12.1 and also the amendments to Section
13 and Section 15, Clause 3 of this Law in respect of the
mandatory indication of the field of activity of associations and
foundations shall come into force on 1 July 2024.
[22 February 2024]
12. Section 37.1 of this Law in respect of remote
participation and voting in the meeting of members shall come
into force on 1 July 2024.
[22 February 2024]
13. Section 19, Clause 5, Section 53, Clauses 4.1
and 4.2, Section 56.1, Section 58,
Paragraph three, Section 59, Paragraph 3.1, Section
59.1, Section 60, Paragraph four, Section 61,
Paragraph 3.1, Section 68, Paragraph 5.2,
Section 104, Clauses 3.1 and 3.2, Section
106.1, Section 107, Paragraph 1.1, and
Section 108, Paragraph 2.2 of this Law regarding the
termination of activities of associations and foundations by a
decision of the Register authority or the State Revenue Service
shall come into force on 1 July 2024.
[22 February 2024]
14. Those associations and foundations which are entered in
the Register of Associations and Foundations before 30 June 2024
shall indicate their field of activity when submitting the annual
statement for 2024 in the Electronic Declaration System of the
State Revenue Service.
[22 February 2024]
15. The Cabinet shall, by 30 June 2024, issue the regulations
referred to in Section 12.1 of this Law.
[22 February 2024]
Informative Reference to European
Union Directives
[2 November 2006; 16 June
2011]
This Law contains legal norms arising from:
1) Council Directive 2000/43/EC of 29 June 2000 implementing
the principle of equal treatment between persons irrespective of
racial or ethnic origin;
2) Council Directive 2000/78/EC of 27 November 2000
establishing a general framework for equal treatment in
employment and occupation;
3) Council Directive 2004/113/EC of 13 December 2004
implementing the principle of equal treatment between men and
women in the access to and supply of goods and services;
4) Directive 2006/54/EC of the European Parliament and of the
Council of 5 July 2006 on the implementation of the principle of
equal opportunities and equal treatment of men and women in
matters of employment and occupation;
5) Directive 2009/52/EC of the European Parliament and of the
Council of 18 June 2009 providing for minimum standards on
sanctions and measures against employers of illegally staying
third-country nationals;
6) Directive 2010/41/EU of the European Parliament and of the
Council of 7 July 2010 on the application of the principle of
equal treatment between men and women engaged in an activity in a
self-employed capacity and repealing Council Directive
86/613/EEC.
This Law shall enter into force on 1 April 2004.
This Law has been adopted by the Saeima on 30 October
2003.
President V. Vīķe-Freiberga
Rīga, 14 November 2003
1 The Parliament of the Republic of
Latvia
Translation © 2024 Valsts valodas centrs (State
Language Centre)