2. Division of the Register of Shareholders
The division of the register of shareholders must be signed by the chairperson of the executive board or by a member of the executive board acting under a power of attorney signed by all members of the executive board. In the event of a transfer of shares, it must also be signed by all transferors and all transferees of the shares.
Where the company's shares have been acquired by way of inheritance, the division of the register of shareholders shall be signed only by the chairperson of the executive board or a member of the executive board authorised by the board (a notarised copy of the certificate of inheritance must be attached).
Where information relating to a shareholder already entered in the division of the register of shareholders changes, the division of the register of shareholders shall be signed only by the chairperson of the executive board or a member of the executive board authorised by the board (the signature need not be notarised).
Where the division of the register of shareholders is signed on behalf of a transferor or transferee of shares by an authorised representative, a notarised power of attorney containing express authority to sign the division of the register of shareholders must be submitted.
The document must specify:
- the company name (firm name);
- the registration number;
- the legal address;
- the title of the document, "Division of the register of shareholders";
- information indicating that the company is undergoing liquidation or insolvency proceedings (where applicable);
- the sequential number of the division;
- the date of the division;
- the sequential number of the entry;
- information on the shareholder(s) who are natural persons: given name, surname, personal identity number (if a person does not have a personal identity number issued by the Republic of Latvia, the date of birth, the number and date of issue of the identity document, and the country and authority that issued the document shall be indicated instead), and the address at which the person may be reached;
- information on the shareholder(s), where the shareholder is a legal person or a partnership: name, registration number, and legal address;
- the shareholder's email address (if the shareholder has requested that it be used for communication with the company);
- the serial numbers of the shares held by the shareholder;
- the category of shares held by each shareholder, if the company has more than one category of shares;
- the number of shares held by each shareholder;
- the nominal value of a share;
- the number of votes attached to the shares held by each shareholder;
- share payment status;
- if shares are jointly owned by several persons, the joint representative appointed in accordance with Section 157 of the Commercial Law shall be indicated, specifying the representative's given name, surname, personal identity number (if the representative does not have a personal identity number issued by the Republic of Latvia, the date of birth, the number and date of issue of the identity document, and the country and authority that issued the document shall be indicated instead), and the address at which the representative may be reached;
- where the shares have been acquired by the company itself, the basis for the acquisition of the shares must be indicated.
The divisions must be numbered consecutively in accordance with the numbering of the previous divisions. For example, if the latest division of the register of shareholders in the company's registration file is Division No. 2, the next division must be Division No. 3.
Entries in the division of the register of shareholders shall be numbered using continuous numbering of entries, starting from the first division of the register of shareholders. A separate entry shall be made for each shareholder. For example, if the previous division contained entries with serial numbers 3 and 4, the new division shall contain entries with serial numbers 5 and 6.
Each share must be assigned a unique and permanent serial number. Serial numbers are assigned in the order in which the shares are issued. Where shares are transferred, it must be possible to trace the specific shares transferred to a particular person by reference to their serial numbers in the divisions of the register of shareholders. For example, if the previous division showed four shareholders holding shares with serial numbers 1–2, 3–4, 5–6 and 7–8 respectively, and in the next division the fourth shareholder has transferred its shares to the first shareholder, the following serial numbers must be indicated in the next division: 1–2 and 7–8 for the first shareholder, 3–4 for the second shareholder, and 5–6 for the third shareholder.
Each share entitles the shareholder to one vote, unless otherwise provided in the articles of association. The division of the register of shareholders must, among other things, specify the number of votes attached to the shares. For example, if a shareholder holds 50 shares in the company and, in accordance with the articles of association, each share carries one vote, the division of the register of shareholders shall indicate that the shareholder has 50 votes attached to the shares. If, however, a shareholder holds 50 shares and, in accordance with the articles of association, each share carries three votes, the division of the register of shareholders shall indicate that the shareholder has 150 votes attached to the shares.