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 — goes into the commercial register kept by the Enterprise Register. The official reviewing your application works to a fixed list: has every required document been filed, does each have legal force and the right form, does the information fit the law and the rest of the file, and is there any other legal obstacle on record.
What it is not there to do is set out just as clearly. It does not look into the facts behind the company's decisions, and it does not review the private arrangements the Commercial Law lets shareholders write into the articles — share-class rights, privileges granted on formation, who sits on the board.
So registration tells you the documents were acceptable in form. It tells you nothing about whether the deal inside them works when shareholders fall out. Those provisions are the subject of a separate article.
Decision one: how much capital
The minimum share capital of an SIA is EUR 2,800. The law lets you have less — but only if you meet four conditions at the same time, and the consequences last 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 less than one cent |
| Founders and shareholders | People or companies, or a partnership; no limit on number | Individuals only, no more than five; each may be in only one such company |
| Board | Members need not be shareholders | Every member must be a shareholder |
| How capital is paid | Cash, or assets instead of cash | Cash only |
| Reserves | Ordinary rules | Must put 25 per cent of annual profit into a reserve; only the rest can be paid out |
| If the company fails | Liability limited in the usual way | Shareholders are jointly and severally liable for the gap between EUR 2,800 and what was actually paid in |
Two things decide it in practice. If the company stops meeting the conditions on shareholders, board or the one-company rule, it has three months to raise its capital to EUR 2,800. And the cash-only rule covers both formation and any capital increase while the capital remains below EUR 2,800, so the route is closed to anyone wanting to put in equipment or intellectual property instead of money: contributions in kind become available only once the company has moved to the standard minimum.
The lower figure is not a cheaper version of the same company. It is a different deal: less cash now, in exchange for a restricted ownership structure, a permanent claim on your profits, and personal exposure if things go wrong.
Decision two: the name
The name has to include “sabiedrība ar ierobežotu atbildību” or “SIA”, at the start or the end. Beyond that it must be clearly and definitely different from names already registered or applied for; must not mislead anyone about the business or offend good morals; cannot use “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 region or a town; and may use only Latvian or Latin letters.
Two traps catch people. When the Register compares your name with existing ones it ignores the “SIA” part, so putting it at the front does not make an otherwise identical name different. And it can hold up your application where the only difference from an existing name is spacing, punctuation or capital letters.
Decision three: the registered address
The application needs a statement from the board giving the address, including the cadastral number of the building, flat or premises, confirming that the company can be reached there and has a lawful reason to be at that address.
It matters because of another rule. Anything sent to a company at its registered address counts as received, as long as the sender can show it was sent. An address nobody checks does not buy you time — it just means things are treated as having arrived.
Decision four: how the company will be run
An SIA is run by a management board, the valde. Every member has to be an individual 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 parent company cannot sit on the board; the articles can add further restrictions.
Two default rules catch people out. Board members manage the company only together. And although each has the right to represent the company, they do so together unless the articles say otherwise — so if you want any director to be able to sign alone, the articles have to say so. Representation rights cannot be limited against outsiders, so an internal restriction that the articles do not turn into a representation rule binds the director but not the person on the other side of the deal.
Some decisions belong to the shareholders' meeting and cannot be handed to anyone else: changing the articles; increasing or reducing capital; appointing and removing board and council members, the auditor and the liquidator; approving the annual accounts and how profit is distributed; bringing claims against an officer, founder or shareholder; and ending or reorganising the company. What sitting on the board means in terms of duties and personal risk is covered 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. You file those together with: evidence of any assets contributed instead of cash and their transfer; each board member's written consent to serve; the board's statement about the address; and the first section of the register of shareholders.
On capital the position changed, and it is often reported wrongly. The founders have to subscribe and pay the whole share capital before the application is filed, unless the founding agreement sets an earlier date, into a payment account opened in the name of the company being formed. Proof of payment is needed only where the 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, and the signature has to be certified by a notary. But that requirement is equally met, in electronic form, by a secure electronic signature — so a founder who has one does not need to visit a Latvian notary, and a founder who does not, does. A power of attorney for someone else to sign needs notarial certification either way.
Then the timetable, which is a maximum for a decision rather than a promise of registration. The official decides within three days, not counting weekends and public holidays, and that decision can equally be a refusal or a request to fix something. If it is to register, the entry is made the same day, treated as announced the day after, and effective against outsiders from then — with one exception: for 15 days after the announcement, someone who proves they did not and could not have known can still rely on the old position.
If something is wrong but fixable, the Register gives you at least one month to fix it. Send the corrected documents in after that period and you pay the state fee again. If it cannot be fixed, the application is refused and the fee is not returned.
What comes after registration
Beneficial owners. This is not a later filing — the information goes in the registration application itself, and again whenever shareholders or board members change, with a continuing duty to keep it up to date. It is covered separately.
VAT is not part of forming the company either. It becomes an obligation when the VAT Law says so, and mostly that means turnover. You do not have to register while your supplies in Latvia, excluding tax, stay under EUR 50,000 in a calendar year, unless the law says otherwise regardless of turnover. Go over it by no more than EUR 5,000 and you can leave registration until the year end; otherwise the application goes to the State Revenue Service by the 15th day of the following month. Buying goods from elsewhere in the EU has its own, much lower threshold of EUR 10,000.
Payroll and accounts. Once you have employees, you file a monthly report to the State Revenue Service on mandatory contributions by the 17th day of the following month. Registering someone as an employee is a separate step, with its timing set by Cabinet Regulation rather than by the statute. Annual accounts follow, and approving them belongs to the shareholders' meeting.
What this means for your timetable
Those statutory periods are the best case for a clean application, not what usually happens. One fixable mistake replaces them with a wait 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 survives comparison, an address you can evidence and will actually monitor, and how the board signs. Those decisions are expensive to change later — and they are exactly the ones the Register will register without a word.