Registering a Latvian company is fast and largely mechanical. That is exactly what makes it worth understanding: the Register checks that your documents are in order, not that your arrangements are sound — so almost everything that matters commercially has to be settled before you file.
What the Register checks, and what it leaves to you
A Latvian limited liability company — sabiedrība ar ierobežotu atbildību, or SIA — is entered in the commercial register kept by the Enterprise Register. The state notary works to a closed list: whether every document required by law has been filed; whether each has legal force and the right form; whether the information is consistent with the legislation and the rest of the file; and whether any other legal obstacle is on record.
What it is not competent to do is just as explicit. It does not examine the factual circumstances behind the company's decision-making, and it does not review the private arrangements the Commercial Law lets shareholders write into the articles — share-class rights, privileges granted on formation, the identity of the board. Registration tells you the documents were formally acceptable. It tells you nothing about whether the bargain inside them holds when shareholders disagree. Those provisions are the subject of a separate article.
Decision one: which capital route
The Commercial Law sets the minimum share capital of an SIA at EUR 2,800. It then allows a company to have less — but only if it meets four conditions at once, and the relief runs for the life of the company.
| Standard SIA | Reduced-capital SIA | |
|---|---|---|
| Minimum capital | EUR 2,800 | Below EUR 2,800; a share cannot be worth under one cent |
| Founders and shareholders | Natural or legal persons, or a partnership; no limit on number | Natural persons only, maximum five; each in only one such company |
| Board | Need not be shareholders | Every member must be a shareholder |
| Capital paid in | Cash or contributions in kind | Cash only |
| Reserves | Ordinary rules | Compulsory reserve of 25 per cent of annual profit; only the rest distributable |
| On insolvency | Liability limited in the ordinary way | Shareholders jointly and severally liable up to the difference between EUR 2,800 and the capital paid |
If the company stops meeting the shareholder, board or single-company conditions, it has three months to raise its capital to EUR 2,800. And the cash-only rule applies at formation and to any capital increase while the capital remains below EUR 2,800, so the route is closed to anyone capitalising the company with equipment or intellectual property; contributions in kind become available only once the company has moved to the standard minimum. It is not a cheaper version of the same company but a different bargain: less cash now, in exchange for a restricted ownership structure, a permanent claim on profits and personal exposure if the company fails.
Decision two: the name
The name must include “sabiedrība ar ierobežotu atbildību” or the abbreviation “SIA”, at the start or the end. It must be clearly and definitely distinguishable from names already registered or applied for, must not mislead about the business or offend good morals, cannot include “Latvijas Republika” or a translation of it, the names of state or municipal institutions, or the words “state” or “municipality”, cannot simply be the name of a territory or populated place, and may use only Latvian or Latin alphabet letters.
Two traps catch people. Comparing your name against existing ones, the Register strips out the legal-form designation, so “SIA” at the front does not make an otherwise identical name distinguishable. And it may defer the application where the only difference from an existing name is spacing, punctuation or capitalisation.
Decision three: the registered address
The application must carry a board statement giving the address including the cadastral designation of the building, apartment or premises, confirming that the company is reachable there and has a lawful basis for being at that address. It matters because of another rule: correspondence sent to a company at its registered address is treated as received, provided the sender can document that it was sent. An address nobody monitors does not delay anything — it means things are deemed to have arrived.
Decision four: how the company will be governed
An SIA is run by a management board, the valde. Each member must be a natural person with legal capacity, and in a reduced-capital company also a shareholder. A member of the company's council, its auditor, and a council member of the controlling company in a group cannot sit on the board; the articles may go further.
Two default rules catch people out. Board members manage the company only jointly. And while each has the right to represent it, they represent it jointly unless the articles say otherwise — so if any director is to sign alone, the articles must provide for it. Representation rights cannot be limited as against third parties, so an internal restriction the articles do not convert into a representation rule binds the director but not the counterparty.
Decisions reserved to the shareholders' meeting cannot be delegated: amending the articles; increasing or reducing capital; electing and removing board and council members, the auditor and the liquidator; approving the annual accounts and the distribution of profit; claims against an officer, founder or shareholder; and ending or reorganising the company. What the board role means in terms of duties and personal exposure is treated separately.
The filing itself
The founding documents are the founding agreement and the articles of association; a single founder signs a decision on formation instead. Filed with the application are those documents; evidence of any contribution in kind and its transfer, where one is made; each board member's written consent to serve; the board statement on the address; and the first section of the register of shareholders.
On capital, the position changed and is often reported wrongly: the founders must subscribe and pay the whole of the share capital before the application is filed, unless the founding agreement sets an earlier deadline, into a payment account opened in the name of the company being formed. Evidence of payment is required only where cash contributions exceed EUR 50,000; at or below that, the founders simply confirm in the application that the capital was paid.
All founders sign the application. The signature must be notarially certified — a requirement equally satisfied, in electronic form, by a secure electronic signature, so a founder who holds one need not appear before a Latvian notary. A power of attorney to sign on a founder's behalf is notarially certified either way.
The statutory timetable is a maximum for a decision, not a promise of registration: the official must decide within three days, not counting weekends and public holidays, and may equally refuse or defer. A decision to register is entered the same day, treated as announced the day after, and effective against third parties from announcement — except that for 15 days after announcement a third party who proves it did not and could not have known the information can still resist it.
A curable defect means deferral, with not less than one month to fix it; corrected documents arriving later mean the state fee is paid again. An incurable one means refusal, and the fee is not refunded.
The filings that follow registration
Beneficial ownership is not a later filing: under the AML Law it is stated in the registration application itself, and again whenever shareholders or board members change, with a standing duty to keep it current. It is covered separately.
VAT is not a step in forming the company either. It becomes an obligation when a trigger in the VAT Law is met — principally turnover: a domestic taxable person need not register while domestic supplies, excluding tax, have not exceeded EUR 50,000 in the calendar year, unless the Law provides otherwise irrespective of turnover. Exceed it by no more than EUR 5,000 and registration may be deferred to the year end; otherwise the application goes to the State Revenue Service by the 15th day of the following month. Acquisitions of goods within the EU carry a separate and much lower threshold of EUR 10,000.
Payroll and accounts. Once there are employees, the employer files a monthly report to the State Revenue Service on mandatory contributions by the 17th day of the following month; reporting a person's acquisition of employee status is a separate step, timed by Cabinet Regulation rather than by the statute. Annual accounts follow, and approving them is reserved to the shareholders' meeting.
What this means for the timetable
Those statutory periods are the ceiling on a clean application, not a typical elapsed time: one curable defect replaces them with a deferral of at least a month. What takes time is everything nobody reviews for you: the capital route and what it locks in, a name that will survive comparison, an address you can evidence and will monitor, and how the board signs. Those decisions are expensive to change later, and they are precisely the ones the Register will register without comment.