3. Decision on Founding or Memorandum of Association

If there is a single founder, a decision on founding shall be drawn up. If there are two or more founders, a memorandum of association shall be entered into. The decision on founding shall be signed by the founder. The memorandum of association shall be signed by all founders.


The document must specify:

  • information on the founder(s); where the founder is a natural person: given name, surname, personal identity number and the address at which the person may be reached;
  • information on the founder(s), if the founder is a legal person – the name, registration number, legal address, and the name, surname, personal identity number and position of its representative who signs the memorandum of association on behalf of the legal person;
  • the name (firm name);
  • the amount of the equity capital, the number of stocks and their nominal value;
  • the amount of the equity capital subscribed by each founder, and the procedure and time limits for payment;
  • the number of stocks to which each founder is entitled, corresponding to the founder's subscribed portion of the equity capital;
  • the name, registration number and legal address of the central securities depository in which the dematerialised stocks will be recorded, if the joint stock company has dematerialised stocks;
  • the maximum amount of incorporation expenses and the procedure for covering them;
  • any special obligations, rights or privileges granted during the incorporation of the company to a person who participated in the incorporation of the company (optional);
  • the given name, surname and personal identity number of each member of the executive board;
  • the given name, surname and personal identity number of each member of the supervisory board;
  • the given name, surname and personal identity number of the auditor, if an auditor is provided for;
  • any other provisions that the founders consider material and that are not contrary to law;
  • the date of signing.

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 must be indicated instead of the personal identity number.

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