AGM in Latvia: Deadlines, Notice Rules, and Filing Obligations

Corporate governance in Latvia demands careful attention to process — and the AGM in Latvia is no exception. Whether your entity is a private limited liability company (SIA) or a joint stock company (AS), the Latvian Commercial Law and the Law on Annual Financial Statements set out clear obligations that compliance teams must follow. This guide covers the key deadlines, notice requirements, quorum rules, filing obligations, and shareholder rights that every legal and compliance professional needs to know.

What Are the AGM Deadlines in Latvia?

The AGM deadline in Latvia ties directly to the financial statement filing deadline, which varies by company size. The meeting must take place in time to allow the company to file the approved annual report with the State Revenue Service (SRS) within one month of approval.

Under the Law on Annual Financial Statements and Consolidated Financial Statements, the filing deadlines for companies with a calendar reporting year are:

• Micro and small companies: annual report filed by 31 May
• Medium, large, and group parent companies: annual report filed by 31 July

The AGM must therefore take place before these dates — leaving at least one month for the post-approval filing. Compliance teams should work backwards from the applicable deadline and schedule the meeting accordingly.

Failing to meet these deadlines can lead to administrative fines, restrictions on company changes at the Commercial Register, and in serious cases, liquidation.

How Does Latvia Classify Companies?

Company size determines both the filing deadline and the audit requirement — so classification matters. The 2024 amendments updated the thresholds significantly. Under the current rules, a company’s category depends on whether it exceeds at least two of the following criteria at the balance sheet date:

Micro-enterprise: balance sheet total up to €450,000, net turnover up to €900,000, average employees up to 10. Small company: balance sheet total up to €5,000,000, net turnover up to €10,000,000, average employees up to 50. Medium-sized company: balance sheet total up to €25,000,000, net turnover up to €50,000,000, average employees up to 250. Large company: exceeds at least two of the medium-sized thresholds above.

Compliance teams managing Latvian entities should verify their company’s classification under these updated criteria before planning the AGM cycle.

Who Calls the AGM in Latvia?

The management board holds primary responsibility for convening the AGM. If the board fails to act, the supervisory board (or council, where established) must step in. If neither body acts, the Enterprise Register Office can convene the meeting — though the requesting shareholder initially covers the associated fee.

The AGM agenda must include approval of the annual report, a decision on profit distribution, and election of an auditor where required. Along with the meeting notice, the management board must send shareholders the annual report, auditor’s opinion (where applicable), supervisory board report (where applicable), the board’s profit distribution proposal, and any statement of dependence for group companies.

What Notice Period Applies to an AGM in Latvia?

Notice periods differ between company types:

• SIA (private limited liability companies): the board must send the notice at least 14 days before the meeting (Article 214(1) of the Commercial Law).
• AS (joint stock companies): the board must send the notice at least 21 days before the meeting (Articles 273(1) and 273(2) of the Commercial Law), following the 2023 amendments that reduced the previous 30-day requirement.

The notice must go to the contact addresses in the company’s shareholder register. Where shareholders have an email address on record, the board must send an electronically signed notice to that address. The notice must state the agenda clearly — shareholders can only vote on matters the notice specifies.

If the meeting fails to reach quorum, a reconvened meeting with the same agenda can proceed regardless of the number of shareholders present. The board must send notice of the reconvened meeting at least 14 days in advance for SIAs.

What Quorum and Voting Rules Apply?

For the AGM to proceed, shareholders representing at least 50% of the voting share capital must attend — unless the articles of association set a higher threshold. Each fully paid-up share carries one vote. Resolutions pass by a simple majority of votes present, unless the law or the articles of association require a higher threshold for specific decisions.

Both SIA and AS companies can hold the AGM electronically. The Commercial Law expressly permits the board to convene a meeting where shareholders participate and vote by electronic means, provided the board establishes clear identification procedures.

Filing and Audit Obligations After the AGM

After the AGM approves the annual report, the company must file it with the SRS within one month of approval, and within the applicable deadline for the company’s size. The SRS then forwards the report electronically to the Enterprise Register within five working days.

The filing must include the annual report signed by the management board and the company’s accountant, the auditor’s opinion where required, and the supervisory board’s report where applicable.

Mandatory audit requirements also changed in 2024. Medium, large, and group parent companies always require a statutory audit. Small companies additionally need an auditor’s opinion if they exceed at least two of the following criteria for two consecutive years: balance sheet total above €1,000,000, net turnover above €2,000,000, or an average of more than 50 employees. Compliance teams should check whether their entity now falls within scope under the updated criteria.

Shareholder Rights: Proxy and Dividend Rules

Shareholders can attend the AGM in person or appoint a proxy, with the authorisation in writing and attached to the meeting minutes. For AS companies, a proxy is unnecessary where a legal representative acts under statutory authority.

The AGM decides on dividend distribution. Only shareholders with fully paid-up shares receive dividends. If shareholders do not claim dividends within 10 years, the unclaimed amount reverts to the company.

Signing and Document Retention

The management board can sign AGM-related documents using a qualified EU-compliant electronic signature with a timestamp, or a handwritten signature. Board members located outside Latvia can obtain a valid e-signature through platforms such as Dokobit using video identification. The company must retain signed documents at its registered address and file required documents with the Commercial Register either electronically or in printed form.

What’s Next?

Managing an AGM in Latvia requires detailed planning and full legal awareness. For more insights into annual meeting processes in other jurisdictions, explore our article on AGM in Saudi Arabia: What Every Corporate Professional Should Know.

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