Changing an SIA Board Member in 2026: Process, Documents and the State Fee
A founder sells their shares and leaves the board, a new director joins, or a board member simply decides to step down. Legally, these are two separate steps: an internal act (a shareholders' decision or the board member's own notice) and registering the change with the Enterprise Register (Uzņēmumu reģistrs, UR). This article explains what an SIA has to do and by when, which documents UR expects in 2026, what the state fee is, and what the gap between the decision and the commercial register entry means in practice.
Key takeaways
Board members of an SIA are elected and removed by the shareholders' meeting (Commercial Law, Section 224(1)); a sole shareholder signs a shareholder's decision instead of minutes. A board member can also step down at any time by giving notice to the company (Section 224(8)).
A shareholders' decision concerning board members takes effect when it is adopted, unless the decision or the law sets a different date (Section 216(3)). But against a third party who did not know about the change, the company can rely on it only once it has been entered in the commercial register and published (Section 12).
The application must be filed with UR within 14 days of the decision (Section 16), using form KR18. It also has to state the beneficial owner (PLG) details or confirm that they have not changed; according to UR, this is not required when the departing board member files the resignation application personally.
UR's document list for an SIA board change does not include a specimen signature. The signatures to be certified are those on the shareholders' decision and on the new board member's consent (or on KR18 if the consent is included in it): with a secure e-signature if filing electronically, or by a notary if filing on paper. Other cases are covered in the section on certifying signatures.
The state fee is €20 for one change and €40 if one application registers several changes; review within one working day costs three times as much (€60 / €120). According to UR, appointing one board member and removing another in the same application counts as one change.
UR decides within three working days. If the application is sent to the State Revenue Service (VID) for checking, the deadline is extended by 10 working days, and in certain cases up to three months; for objective reasons it can also be extended under the Administrative Procedure Law.
Who decides, and who can be a board member
Electing and removing board members is the exclusive competence of the shareholders' meeting (Commercial Law, Section 210(1)(4)). The meeting has a quorum if shareholders representing more than half of the voting share capital take part, unless the articles of association require a higher quorum (Section 212(1)). A decision is adopted if more than half of the votes represented at the meeting are cast in favour, unless the law or the articles require a larger majority (Section 216(1)). The board sends notice of the meeting to all shareholders at least two weeks before it, unless the articles set a different notice procedure (Section 214(1)).
Before the decision, it is worth re-reading the articles of association. According to UR, the number of board members and the scope of their representation rights must match the articles. If the articles fix a specific number of board members and the change would no longer match it, the articles have to be amended as well. A decision to amend the articles requires at least two thirds of the votes represented at the meeting, unless the articles require more (Section 218(1)). Board members are elected for an indefinite term unless the articles provide otherwise (Section 224(3)). The articles may also provide that a board member can be removed only for good cause; gross breach of authority, failure to perform or improper performance of duties, inability to manage the company, harm to the company's interests and loss of confidence always count as good cause (Section 224(6)).
One often-missed rule: all board members have representation rights, and they represent the company jointly unless the articles provide otherwise (Section 223(1)). If the company had one board member and now adds a second, and the articles do not grant individual representation rights, from then on the two of them will represent the company together.
A board member must be a natural person with capacity to act (rīcībspēja) (Section 221(3)); the Commercial Law contains no requirement to be a Latvian citizen or resident. Section 224(2) requires the candidate to disclose possible obstacles under Sections 4.¹, 4.², 4.³, 171 and 221, and the articles may set stricter restrictions (Section 221(4)). For example, a board member cannot be a member of the same company's supervisory board, its auditor, or a supervisory board member of the controlling company of a group (Section 221(4)), nor a person who has been barred from holding such a post by a ruling in criminal or administrative offence proceedings (Section 4.²(1)).
In a small-capital SIA (share capital below the minimum in Section 185), all board members must be shareholders of the company (Section 185.¹(1)(3)). If the company no longer meets any of the conditions in Section 185.¹(1)(2)–(4) (for example, a non-shareholder is appointed to the board), it must increase its share capital to the Section 185 minimum of EUR 2,800 within three months of the mismatch arising (Section 185.¹(6)).
A board member is entitled to remuneration in line with their duties and the company's financial position; where the company has no supervisory board, the amount is set by a shareholders' decision (Section 221(8)). The tax and social-insurance treatment of that pay is a separate question not covered in this article.
When does the new board member take office?
A shareholders' decision concerning the company and its board members takes effect when it is adopted, unless the decision or the law sets a different date (Section 216(3)). UR explains it the same way: a board member is considered appointed at the moment of the shareholders' decision, unless the decision sets a later start date. Even if the decision sets a later date, the 14-day filing deadline runs from the day the decision was adopted (Section 16). If the entry is needed on a specific date, UR offers a paid service of making the entry on a set day and hour (Cabinet Regulation No. 23 of 07.01.2020, Annex, point 3.1).
The commercial register entry determines what third parties can rely on (Commercial Law, Section 12):
entries in the commercial register take effect against third parties on the day they are published, and an entry is deemed published on the day after it is made (Sections 12(1) and 11(2)). This does not apply to legal acts performed within 15 days after publication, to the extent the third party proves it did not know and could not have known the information;
as long as a change has not been entered or has not been published, the company cannot use it against a third party, unless the third party knew about it (Section 12(2)).
In practice this creates two risks. Banks and business partners usually check the board composition in the register, so until the entry is made the new board member may find it hard to act on the company's behalf. Meanwhile the removed or departed board member still appears in the register, and until the change is entered and published, the company cannot rely on the fact that they are no longer in office against a third party who did not know about it. The deadline itself is 14 days (Commercial Law, Section 16); if information is not filed on time or false information is provided, the responsible UR official initiates proceedings to hold the persons at fault liable as provided by law (Law on the Enterprise Register of the Republic of Latvia, Section 21, first paragraph). Our recommendation: file right after the decision instead of waiting until the deadline.
Steps and documents
1. Shareholders' decision. The decision is recorded in the meeting minutes or drawn up as a separate document. The minutes are signed by the chair of the meeting, the minute-taker and at least one shareholder elected by the meeting to certify the accuracy of the minutes. If the decision is filed with UR as a separate document, it is signed by the chair and at least one shareholder elected to certify the decision (Section 216(2)). A sole shareholder prepares and signs a shareholder's decision. The signatures on this document must be certified (Section 10(2)(2)(a)).
2. The new board member's consent. A person can be elected to the board only with their consent. In the consent, the candidate states any grounds that would bar them from the post or from exercising the right to represent the company, or confirms that there are none, and names the company and its registration number (Section 224(2) and (2.¹)). The consent can also be included in form KR18. The signature on the consent, or on the application if the consent is included in it, must be certified (Section 10(2)(2)(f)).
3. If a board member steps down on their own. Their notice of leaving office is filed with UR. According to UR, the application in that case is signed either by the departing board member or by a board member who remains in office (subject to their representation rights). If the departing board member files the application personally, no PLG details are required. Our recommendation: in this case, count the 14 days from the day the notice was given to the company.
4. Form KR18 and beneficial-owner details. According to UR's procedure description, the application is signed by the board. When registering a change in a capital company's shareholders or board members, the application states the beneficial owner (PLG) details (Law on the Prevention of Money Laundering and Terrorism and Proliferation Financing, Section 18.²(2)). If they have not changed, according to UR's procedure description the application confirms this. Since 01.07.2026 these details also include all of the beneficial owner's citizenships and the extent of control (Section 18.¹(4)). Under the transitional provisions, UR updates part of this itself: citizenship for beneficial owners with a Latvian personal code, and the extent of control where control derives solely from shareholder status. Citizenship of beneficial owners without a Latvian personal code must be filed by 31.12.2026, and missing extent-of-control details together with the next beneficial-owner update (transitional provisions, points 75–78). According to UR, a beneficial owner is a natural person who directly or indirectly owns more than 25% of the shares or voting rights, or who directly or indirectly controls the company. UR may request documents showing the basis of control (Section 18.²(1)).
5. Foreign nationals and foreign-language documents. According to UR's procedure description, for a foreign national who has a legal link with Latvia in business and tax matters but no Latvian personal code, a questionnaire for entry in the Register of Natural Persons is filed; the foreign national signs it personally with a secure e-signature, and if they have no secure e-signature, this questionnaire is not submitted. If, according to the Population Register, the person has no declared or registered place of residence and no foreign address on record, the application states an address where they can be reached (Commercial Law, Section 9(4)). Documents in a foreign language need a certified translation into Latvian, and public documents issued abroad must be legalised in the manner set by international agreements and accompanied by a notarised translation (Section 9(1.¹)).
6. Paying the fee and filing. Documents are filed electronically via the e-service registrs.ur.gov.lv or on paper by post (Law on the Enterprise Register of the Republic of Latvia, Section 4.⁴, sixth paragraph). In the e-service, the fee is paid after the application has been prepared; when filing by post, proof of payment is enclosed.
How to certify signatures
Electronically: if a document is drawn up electronically and signed with a secure e-signature, the notarial certification requirement is met (Commercial Law, Section 9(1)). UR's procedure description adds that the e-signature must carry a time stamp and that a document requiring several signatures can only be filed electronically if all signatories have an e-signature.
On paper: the signatures on the shareholders' decision and on the board member's consent (or on KR18 if the consent is included in it) are certified by a sworn notary. If there is no notary in the municipality, town or parish, a person with a Latvian personal code can have the signature certified by the orphan's court (bāriņtiesa) of their declared place of residence.
Authorised representative: if someone signs, on another person's behalf, a document whose signature must be notarised, the authorisation must also be notarised (Section 9(1)).
Requirements in the articles: if the articles so provide, signatures must also be certified on all applications and all shareholders' meeting minutes (Section 10(2)(1)(e) and (2)(i)).
The state fee
Application | Review within 3 working days | Review within 1 working day |
|---|---|---|
One change (e.g. appointing a new board member, including together with removing another) | €20 | €60 |
Two or more changes in one application (e.g. a board change and a change in the shareholder register) | €40 | €120 |
The amounts are set in Cabinet Regulation No. 664 of 11.10.2016, Annex, Chapter II, point 4, and notes 1 and 6 to the Annex; the explanation that appointing and removing board members in one application counts as one change comes from UR's procedure description. Three more rules from the same regulation:
when a capital company registers a change in its board or shareholders, the beneficial-owner information is not treated as a separate change (point 2.¹);
the state fee is paid before the application is filed (point 5);
if UR refuses or postpones the entry, the fee is not refunded, and if corrected documents are filed after the deadline set in the decision, the fee must be paid again (point 8).
How long UR takes and what can delay it
UR decides whether to make the entry, refuse or postpone it within three days, excluding weekends and public holidays, from the day the application is received (Commercial Law, Section 10(3)). UR's own description states 1–3 working days, not counting the day of filing, and notes that the deadline can be extended under Section 64(2) of the Administrative Procedure Law (for objective reasons, to no more than four months from receipt of the application, or up to one year where lengthy fact-finding is needed). The timing can also be affected by the following:
VID check. UR forwards information to VID, for example if the board member named in the application already sits on the boards of several entities registered with UR. The decision deadline is then extended by 10 working days. If VID's opinion says additional checks are needed to make sure these persons are not acting as legal service providers who have not filed a report on their type of activity with VID, the deadline is extended for up to three months from receipt of the application. If VID issues an opinion on the company's tax risks, or on these persons acting as such legal service providers, UR refuses to make the entry and the fee is not refunded (Law on the Enterprise Register of the Republic of Latvia, Section 4.¹⁶, first paragraph, point 2, and the fifth and seventh paragraphs). UR explains that one of the things VID assesses is whether the proposed officer has tax debts, and recommends checking this in VID's public tax-debtor database before the appointment.
VID risk-person list. If the person to be appointed is on VID's list of risk persons, UR refuses to make the entry (Section 4.¹², first paragraph, point 1).
Defects in the documents. If the application or documents do not comply with the law, UR may postpone the entry and set a deadline for fixing the defects (Commercial Law, Section 10(4)).
Example: a shareholder sells their shares and leaves the board
SIA "Attīstība" has two shareholders, Jānis and Anna, with 50% each, and both are board members. Jānis sells all his shares to Anna and leaves the board. Afterwards Anna is the sole shareholder and the sole board member.
Selling the shares. The transaction must be in writing (Commercial Law, Section 188(2)). When shares are sold, the other shareholders have a pre-emption right unless the articles provide otherwise (Section 189(1)); here the only other shareholder is the buyer herself. If the shares were given away or otherwise transferred rather than sold, consent expressed in a shareholders' decision would be needed, unless the articles provide otherwise (Section 188(3)).
Shareholder register. Jānis and Anna give the company a joint notice confirming the transfer, or the original of the transaction deed or a notarised copy of it (Section 187.¹(2)). No later than the next working day after receiving the notice, the board makes the entry in the shareholder register or raises reasoned objections (Section 187.¹(6)); the entry means a new section of the shareholder register. It is signed by the chair of the board or an authorised board member, as well as by the transferor and the acquirer, and these signatures must be notarised or made with a secure e-signature (Sections 187(9), 187(10) and 9(1)).
Leaving the board. Jānis gives the company notice that he is leaving the board (Section 224(8)). If the articles require more than one board member, either the articles must be amended or another board member appointed; amending the articles would be one more change, but the fee for several changes stays €40.
Filing with UR. Within three working days after the new register section is signed, the board files an application with UR to register the change in the shareholder register, confirming in it that the law and the articles on share transfers have been complied with (Section 187.¹(7)). Both changes can be registered with a single KR18 application, attaching both the new register section and Jānis's notice. The application also states the new PLG details. Note that defects in the documents for one change can hold up the whole combined application.
Fee. These are two changes in one application, so the fee is €40 (or €120 for review within one working day). Two separate applications would cost 2 × €20, i.e. the same; combining only lowers the fee when there are three or more changes, because the fee for several changes is a flat €40.
If Jānis only left the board but remained a shareholder, it would be one change and the fee would be €20. Selling the shares may give Jānis capital gains income (Law on Personal Income Tax, Section 11.⁹) with its own tax consequences, which are outside the scope of this article.
What a departing board member should know
A board member can leave office at any time by giving notice to the company (Commercial Law, Section 224(8)). According to UR, they can also sign the application to UR about it themselves.
Leaving does not end liability for losses already caused. A board member must perform their duties as an honest and careful manager, and claims against them become time-barred five years from the day the loss was caused (Section 169(1) and (5)).
If the only board member leaves, the company no longer has a board with representation rights. If the board has had no representation rights for more than three months and the company does not fix this within three months after UR's written warning, the company's activities can be terminated by a UR decision (Section 314.¹(1)(1)). Our recommendation: appoint the new board member at the same time as the old one leaves.
Special case: childcare-related leave
Since 10.12.2024, board members have the right to childcare-related leave, for example maternity leave or parental leave (the full list is in Section 224.¹(1) of the Commercial Law). During the leave, the board member's powers are suspended and they are not part of the board (Section 224.¹(3)). The shareholders' meeting may elect another board member for the duration of the leave, even if the articles fix the number of board members (paragraph 4), but a board member on leave can be removed only for good cause (paragraph 5).
The application to change the board composition must be filed with UR within three working days after the first day of the leave and after the day the powers are restored (paragraph 8); if the company does not file it, the board member can file it personally (paragraph 9). The board member gives notice of returning to the company (or, if they are the only board member, to the shareholders) at least 14 days in advance; for leave shorter than a month, a single combined notice of taking and returning from leave may be given. If the notice is not given on time, they are deemed to leave office on the last day of the leave (paragraph 6).
After registration: our recommendations
Inform the bank and arrange the change of signatories on the account. Banks often ask for their own documents and to identify the new board member.
Check who has access to the company's VID EDS account, e-address and other systems, and revoke access rights and powers of attorney that are no longer needed.
Inform key partners if contracts name a specific signatory or contact person.
Common mistakes
Not checking the articles of association. A mismatch in the number of board members or a joint-representation rule often only comes to light when UR postpones the entry or a bank refuses to accept one board member's signature.
Waiting to file. While the register still shows the old composition, the company cannot rely on the change against third parties who do not know about it.
Uncertified signatures. When filing on paper, the signatures on the shareholders' decision, the board member's consent and (if shareholders change) the shareholder register section are certified by a notary or, where there is no notary in the municipality or parish, for a person with a Latvian personal code, by the orphan's court of their declared place of residence; a document can be filed electronically only if every signatory has an e-signature.
Forgetting the PLG section. When registering a board change, the PLG details must be stated or confirmed as unchanged (according to UR, this is not required when the departing board member files the resignation application personally).
Mixing up deadlines. A board change must be filed within 14 days of the decision, while a change in the shareholder register must be filed within three working days after the register section is signed.
Frequently asked questions
Can the new board member act before the UR entry?
They hold office from the moment the shareholders' decision is adopted, unless the decision sets a later date (Commercial Law, Section 216(3)). However, against a third party who did not know about the change, the company can rely on it only after the entry is made and published (Section 12), and banks usually go by the register data.
Does a board member still have to provide a specimen signature?
UR's document list for an SIA board change does not include a specimen signature. The signatures to be certified are those on the shareholders' decision and the board member's consent (or on KR18 if the consent is included in it), either with a secure e-signature or by a notary, or, where there is no notary in the municipality or parish, for a person with a Latvian personal code, by the orphan's court. The articles may add further requirements.
How much does changing a board member cost?
The state fee is €20 for one change or €40 for several changes in one application; review within one working day costs €60 or €120. If documents are signed before a notary, the notary's fee comes on top.
How long does UR take?
The statutory deadline is three days, excluding weekends and public holidays (Commercial Law, Section 10(3)). If the application is sent to VID for checking, the deadline is extended by 10 working days, and in certain cases up to three months. For objective reasons, the deadline can also be extended under Section 64(2) of the Administrative Procedure Law.
Can a board member leave if the shareholders don't agree?
Yes. A board member can leave office at any time by giving notice to the company (Section 224(8)); that provision does not require the shareholders' consent.
What happens if the only board member leaves?
The company has no board with representation rights until the shareholders appoint a new board member. If this lasts more than three months and the company does not fix it within three months after UR's written warning, UR can terminate the company's activities (Section 314.¹(1)(1)).
Can a board member be a foreign national?
Yes. The Commercial Law requires a board member to be a natural person with capacity to act (rīcībspēja) (Section 221(3)); it contains no requirement of Latvian citizenship or residence. If the person has no Latvian personal code, UR's procedure description provides for a questionnaire for entry in the Register of Natural Persons, which the foreign national signs with a secure e-signature; if they have no secure e-signature, the questionnaire is not submitted. The right to live and work in Latvia is a separate matter governed by immigration rules.
Conclusion
An SIA board change has three parts: a shareholders' decision (or the board member's own notice), the new board member's consent with a certified signature, and an application to UR within 14 days stating the beneficial-owner details (according to UR, these are not required when the departing board member files the resignation application personally). The state fee is small (€20 for one change, €40 for several), but mistakes in the articles, signatures or deadlines can delay the entry, and meanwhile the register keeps showing the old board.
Related reading
See also: how to register an SIA in Latvia, closing a company in Latvia — SIA liquidation, and SIA FAQ Latvia.
Legal sources and references
Law on the Enterprise Register of the Republic of Latvia, Sections 4.⁴, 4.¹², 4.¹⁶, 21
Enterprise Register: SIA board composition changes (procedure description, in Latvian)
Enterprise Register: filing and fees for an SIA board change (in Latvian)
Enterprise Register: SIA shareholder register changes (procedure description, in Latvian)
Planning a board or shareholder change at your SIA? Get in touch — we'll help you prepare the documents and the application to the Enterprise Register.
Last updated: 28 September 2026. Based on the legislation in force on 28.09.2026 and the Enterprise Register's procedure descriptions as of the same date. This article is a general explanation and does not replace individual legal advice. Before filing, check the current requirements in UR's procedure description, as they can change.
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