Commercial law

On 3 September 2026 the Court of Justice of the European Union, in case C-798/24 (Jautiva), initiated following an application by 17 minority shareholders of a joint-stock company to the Constitutional Court, ruled that EU law does not require public access to shareholder register information and that the GDPR precludes rules providing for the disclosure to anyone of the personal data of all shareholders (identity, contact details, number of shares, voting rights). The Court noted that the objectives of business transparency, AML/CTF and sanctions do not justify general public access, since the data can be stored and disseminated. The Constitutional Court will now assess whether Latvia's rules on disclosure of shareholder data comply with the Constitution; amendments to the Commercial Law and the Enterprise Register rules are expected. The clients were represented by COBALT (L. Liepa, G. Šantare, M. Aktumane).

The Ministry of Finance has prepared amendments to the Corporate Income Tax Law which, after public consultation, have been submitted for inter-institutional coordination. They would widen the definition of dividends (liquidation quota, consideration for share buy-backs), introduce a mechanism for corresponding transfer pricing adjustments, set the time for paying deferred CIT on deemed dividends in a reorganisation, exclude employee share plans from the calculation of reductions in equity and relax the conditions for deducting interest payments by applying a net interest calculation. The rules are also aligned with the amendments to the Social Enterprise Law that enter into force on 1 January 2027.

The Ministry of Finance has prepared amendments to the Corporate Income Tax Law to clarify the rules and prevent double taxation. The definition of dividends is widened (to include the liquidation quota and consideration for share buy-backs), a transfer pricing adjustment mechanism is introduced that allows the taxable base to be reduced where a related party's income has been adjusted, the rules on deferred payment for deemed dividends in reorganisations and the conditions for deducting interest are clarified, as are the provisions on employee share programmes and social enterprises. The public consultation has closed and the draft has been submitted for coordination.

The Court of Justice of the European Union, answering questions from the Constitutional Court in a case initiated by 17 minority shareholders of various joint-stock companies, held that Directive 2017/1132 does not require the disclosure of information on all shareholders of a joint-stock company. Latvia's rules, which provide for unrestricted online publication of shareholders' names, personal identity numbers, addresses, e-mails, number of shares and voting rights, constitute a serious interference with fundamental rights and are incompatible with the General Data Protection Regulation if access is not subject to conditions (such as demonstrating a legitimate interest). The Court pointed to less restrictive alternatives – access based on a legitimate interest, or publication only in respect of sanctioned persons.

In a preliminary ruling on questions referred by the Constitutional Court, the Court of Justice of the European Union held that EU law does not require the disclosure of information on all shareholders of a joint-stock company, including minority shareholders, and that Latvia's rules – Section 4.15(2)(b) of the Law on the Enterprise Register of the Republic of Latvia, which provides for publication of shareholder data in the public part of the register – do not provide sufficient safeguards against misuse, since the data are available for bulk download by unidentified users. The Court pointed to less restrictive solutions, such as access after verification of a legitimate interest. The Constitutional Court must now rule on the provision's compliance with the Constitution.

The Court of Justice of the European Union held that EU law does not require shareholders' personal data to be published online, and that Latvia's requirement to publish shareholders' names, personal identity numbers, addresses and shareholding data in a freely accessible and downloadable form violates the rights to privacy and data protection guaranteed by the Charter of Fundamental Rights. The measure is neither appropriate nor necessary for the objective of an open business environment, and Latvia lacks sufficient safeguards against misuse of the data.

The Ministry of Finance has drafted amendments to the Law on Annual Reports and Consolidated Annual Reports setting new thresholds for preparing a sustainability report: the obligation will apply to companies and group parent companies with net turnover above EUR 450 million and an average number of employees above 1,000. The same criteria will apply to the disclosure of non-financial information in the management report; voluntary application of European Commission standards must be stated in the management report. The public consultation runs until 14 September 2026.

The Ministry of Finance has submitted for public consultation the draft law "Amendments to the Law on Annual Reports and Consolidated Annual Reports", transposing EU Directive 2026/470 on sustainability disclosures. A sustainability report will have to be included in the management report only by companies with net turnover above EUR 450 million and an average of more than 1,000 employees; the same criteria will apply to reporting on material intangible resources. Companies that report voluntarily under EU standards will have to state this in the management report. The deadline for submitting proposals is 14 September 2026.

Lawyer Jānis Danga-Guobis (Leinonen) explains whether a separate contract must be concluded with a procurator (prokūrists). Under Section 34 of the Commercial Law, a procuration is a commercial authorisation to conclude transactions on behalf of the merchant, but the status of procurator itself does not impose an obligation to conclude a separate written contract – the procuration must be distinguished from the legal relationship underlying the procurator's actual duties, and the company may choose the most suitable model. The article is paywalled.

The Insolvency Control Service (MKD) has announced the conference "Insolvency Transformation" on 9 September 2026 at the Ministry of Justice (10:00–14:30, with a live stream on YouTube), held ahead of the Service's closure on 30 September and the transfer of its functions to the Ministry of Justice and the Court Administration from 1 October. Four panel discussions: guarantee fund payouts and financing of proceedings; insolvency supervision and AML requirements; development of the Electronic Insolvency Records System (EMUS); the effectiveness of board members' liability as a creditor protection tool. Participants include MKD Director Baiba Banga, Ministry of Justice representatives, judges, administrators and creditor representatives.

Kaspars Treilibs, senior lawyer at TEGOS, explains the amendments to the Law on the Prevention of Money Laundering and Terrorism and Proliferation Financing (NILLTPFN) adopted on 3 December 2025, whose provisions on beneficial owner (PLG) data entered into force on 1 July 2026, implementing the requirements of Directive (EU) 2024/1640. From now on, for each beneficial owner the Enterprise Register must record all of their nationalities and a new element – the extent of control – in addition to identification data, country of permanent residence and type of control. Until 31 December 2026 the Enterprise Register will automatically record the extent of control where it can be determined from existing data (e.g. shareholder status); in other cases the entity itself must submit the information. From 1 July a beneficial owner may request that public access to their data be restricted if disclosure creates a risk of harm.

Zelma Rence (law firm Eversheds Sutherland Bitāns) explains the right of a member or shareholder to request information from the board about the company's activities. Under the Commercial Law, every member/shareholder has this right regardless of the size of their holding (with reference to a 2018 Supreme Court Senate ruling), but its scope differs between an SIA and an AS; the article examines what may be requested, when the board may refuse and what the procedure is. The article is paywalled.

In August the Supreme Court added 24 rulings of the Senate's Department of Administrative Cases to its case-law classifiers. The most important theses for businesses: renting out a flat or house for residential purposes is not economic activity for the purpose of applying the real estate tax rate (SKA-83/2026); the Competition Council must justify a legal obligation with considerations of expediency and proportionality, and the need to rebuild a platform's processes may justify interim protection (SKA-734/2026); a licensed payment institution in an unregulated procurement has discretion to assess bidders' reputation, subject to the prohibition of arbitrariness and the principle of equality (SKA-87/2026); a creditor's subjective public rights in proceedings to strike a company off the commercial register are limited to the procedural rights provided for in the Commercial Law (an application to appoint a liquidator) (SKA-744/2026); an authority may not formally reject a request to use another communication channel instead of the official e-address (SKA-685/2026).

Ogre municipality plans to reorganise its companies and institutions, handing residential building management over to the private sector, since after the merger of four municipalities several structures perform the same functions in different areas. After the reorganisation, water supply, heating and building management will be provided by three specialised companies; the shares of SIA "Ogres namsaimnieks" are to be sold in an open tender, with up to 20% reserved for the company's employees. Water supply and heating remain under municipal control as strategic infrastructure.

Artūrs Ševčuks and Elīna Rišmite analyse the civil liability of board members in a company's liquidation proceedings. The end of their term of office does not end liability for acts or omissions during that term: under Section 169 of the Commercial Law, board members are jointly and severally liable for losses caused to the company unless they prove that they acted as diligent managers or in good faith carried out a lawful decision of the members. Commencing liquidation does not release them from such claims. The article is paywalled.

The Senate's Criminal Cases Department terminated criminal proceedings against a businessman accused of large-scale embezzlement, ruling the dispute over unpaid German-supplied goods was a civil commercial matter, not a crime. Under applicable German law, ownership passed to the recipient's company at delivery, so he managed his own, not another's, property; the case now goes to civil courts.

Latvia's Financial Intelligence Unit (FID) reminds that following EU sanctions against the "MERE" retail chain (linked to Sergey Schneider), suppliers have, under a general administrative act issued August 6, been allowed to reclaim their goods from the frozen stores without separate FID approval, provided sanctions conditions are met. Goods that have lost economic value must be handled under other applicable rules, including food-safety requirements; the recovery process practically began on August 7.

Latvia's Competition Council received a merger notification from AIBE pārtika SIA regarding acquisition of decisive influence over SIA LAUMIŅA 1, which runs three retail stores in Viļāni. A decision is due within one month (by September 21), extendable for an in-depth review until November 21, with stakeholder comments accepted until September 3. AIBE plans to continue operations without major changes to range or staffing.

A law published on 25 August lets the state, as airBaltic's shareholder, creditor and bondholder, apply up to four stabilisation measures for AS "Air Baltic Corporation" — extending a 30-million-euro state loan, converting it into equity, converting up to 50 million euros of state-held bonds, or buying up to 30 million euros of new bonds. The Cabinet decides which measures to use, with quarterly reporting to the Saeima's Budget and Finance Committee. The law entered into force on 26 August.

Latvia's Data State Inspectorate explains how data controllers must notify individuals of a personal data breach, citing the summer CSDD security incident that affected roughly 1.2 million people's data as an example. It states that for mass incidents public notification (website, media) can replace individual letters if individual contact would be disproportionately burdensome, and notices must describe affected data, risks and recommended action.

The Saeima backed, in second reading, a procedure for handling funds left in bank accounts after a bank ends a client relationship. Clients will have five years to claim their money before the right lapses and the funds pass to the state within 30 days, except where frozen or subject to enforcement. As of early 2025 such accounts held roughly EUR 26.8 million.

The article explains that expenses incurred before a company's registration in the Commercial Register are initially covered by the founders from personal funds, since under the Commercial Law a company only becomes a legal entity upon registration. Invoices issued before registration are not automatically treated as the company's invoices, but after registration the company may reimburse justified formation costs if this is provided for in the founding documents. The author stresses that receipts alone are insufficient proof — it must be established who actually bears the costs and whether they directly relate to the company's formation.

On 13 August the Competition Council received a merger notification for SIA "Petrol Property" and AS "VIADA Baltija" acquiring control over the former "Circle K" franchise fuel station "Priežkalni 2" in Jumprava parish. KP will assess the deal's effect on the local fuel retail market; comments are invited until 31 August.

Latvia's Competition Council has received a merger notification from "Petrol Property" and "VIADA Baltija" concerning the acquisition of decisive influence and usage rights over a fuel station in Jumprava parish. The Council must now assess the deal's compliance with competition rules.

In an emergency sitting on August 20, the Saeima passed in its final reading a law letting the state extend repayment deadlines and convert its loan and bond claims against airBaltic into equity. It allows the state to buy up to €30 million of newly issued company bonds and convert up to €50 million of existing bond claims into capital, with specific decisions left to the Cabinet of Ministers. The government must report on implementation to the Saeima's Budget and Finance Committee at least once a quarter.

On 6 August the Competition Council approved SIA Hipocredit Group acquiring 100% of the shares and decisive influence over non-bank lender AS Hipocredit. Both companies operate in the mortgage lending market, issuing loans secured by real estate, forest land and agricultural land. KP concluded the deal will not materially change market structure or restrict competition.

Falber Investments, parent company of Estonian dairy producer Agrone, has agreed to acquire the Rigas piena kombinats group, which includes Valmieras piens. Completion is subject to approval by the competition authorities in Estonia and Latvia, and until then both companies will keep operating independently. Financial terms were not disclosed.

The Latvian Traders' Association (LAT) is urging the Finance Ministry to treat losses linked to international sanctions as force majeure, allowing suppliers to write them off as business expenses without triggering corporate income tax. If suppliers must write off roughly EUR 1.8 million in unpaid goods as bad debt, current rules could impose an additional tax of about 25% on the uncovered amount. LAT president Henriks Danusevics says that without changes, suppliers lose not only the debt itself but also pay tax on it.

On 14 August the Competition Council received a merger notification from SIA "VITA mārkets" concerning lease rights to the former "Sky" store at Siguldas šoseja 8, Berģi, where an "ELVI" store is planned. A decision on approval is due within a month, and interested parties were invited to comment by 26 August.

Latvia's Competition Council received a notification from "VITA mārkets" of its intent to acquire usage rights over the former "Sky" store premises in Berģi, on Sigulda highway, to open a new "ELVI" outlet there.

The Mere retail chain was shut down after Russian businessman Sergey Schneider, owner of the company managing Mere through Latprodukti LLC, was placed under the EU's 21st sanctions package. On 6 August Latvia's Financial Intelligence Unit issued a general administrative act allowing suppliers to reclaim goods held by sanctioned companies without a separate permit, coordinating with the Food and Veterinary Service and other agencies. Sanctions do not cancel the sanctioned companies' payment obligations to suppliers, but settlements must follow sanctions procedures.

Njord Law outlines what foreign construction companies must arrange before starting works in Latvia, including mandatory registration in the Construction Merchant Register and recognition of foreign specialists' professional qualifications. The piece also covers classification requirements for public projects, worker-posting rules, and tax considerations relevant to cross-border contractors.

On 7 August the Competition Council received a merger notification from SIA "AMIC Latvia" concerning the transfer of usage rights over its fuel stations and the Olaine oil depot currently leased to AS "VIADA Baltija". The notifying party states the parties' activities do not overlap and no affected markets arise. Comments are invited until 26 August.

Latvia's Competition Council received a notification of "AMIC Latvia's" intent to acquire usage rights over fuel-station assets leased by "VIADA Baltija." The Council must assess whether the deal affects competition in the fuel retail market.

The Competition Council has approved SIA "FIRMA MADARA 89" acquiring lease rights to the former "Sky" store premises at Kārļa Ulmaņa gatve 122, Riga, where a "top!" store will open. KP concluded the deal will not significantly affect competition in the everyday consumer goods retail market.

The government approved amendments expanding the agricultural, fisheries and rural development guarantee scheme, letting banks restructure up to 50% of a loan's principal with a state guarantee of up to EUR 750,000 per beneficiary. The guarantee premium will run at roughly 0.5% annually, with about EUR 3 million redirected from the Rural Development Programme to fund it.

Latvia's Competition Council cleared a deal by "FIRMA MADARA 89" to acquire usage rights over certain commercial assets, concluding it would not materially affect competition in the relevant market.

airBaltic bondholders agreed to capitalize interest payments due 14 August and 14 November — adding them to the bond principal instead of cash payment — allowing the state airline to avoid declaring insolvency. Investors also temporarily waived minimum liquidity requirements until 14 November. Quarterly interest obligations total EUR 13.775 million, tied to a 2024 bond issue of EUR 380 million at 14.5% annual interest.

The Latvian Aviation Professionals' Union (LAP) is demanding a social guarantees agreement from airBaltic covering workers potentially affected by fleet-optimization layoffs. The union also wants access to the airline's business plan after consultations broke down on 14 August, and rejected an overly broad confidentiality agreement proposed by the company. Under the Labour Law, employers planning collective dismissals must consult worker representatives on social guarantees for those being let go.

Ahead of the expected "airBaltic" financial stabilisation law, the Prime Minister said the Saeima must make a fundamental decision on whether the state will remain an owner of the airline, given its financial troubles and the further investment required.