Incorporation and registration of a limited liability company [2026]
Company Forming a limited liability company - This is a simplified guide to setting up and registering a limited liability company with the Register of Companies, from choosing the right business structure to meeting the legal requirements.
Here you will find all the information you need about the process of setting up and registering a limited liability company, the documents required for setting up a company and the costs of registration.
Manual to comply with changes Commercial Law, which enters into force on 01.01.2026.
Contents
The process of setting up an LLC: 6 steps
Before you start the process of setting up an LLC, make sure you have everything you need for a quick registration.
The process of setting up a company involves a number of steps, including registering with the Commercial Register of Companies and opening a fintech company or bank account.
Below you will find the necessary sequence of the company formation process.
1. Choice of name and registered office
The name of the company must be unique, in Latvian, and must not include the words "state" or "municipality".
Before submitting the documents, it is important to check the Companies Register database to see if a similar name already exists. The registered office, on the other hand, must be an actual building or premises with a cadastral number where the company can be reached for official correspondence.
2. Appointment of the Company's Board of Directors
The Management Board may be composed of one or more natural persons who have the capacity to act and who have not been deprived of their right to conduct a business by a court decision. The Board is the executive body that governs and represents the company. The constituent documents must specify whether the members of the board will represent the LLC individually or jointly. Each board member must give written consent to hold the position (usually included in the application form).
3. prepare the instruments of incorporation
The main founding documents are
- the instrument of incorporation (if there is one founder) or the memorandum of association (if several)
- Statutes
- Compartment of the register of members
- application form KR4
Most of these model documents can be found and customised on the Register of Companies' website.
4. Contributes share capital
A full-capital SIA has a minimum share capital of €2,800, while a small-capital SIA can be set up with a capital of as little as €1.
If you are setting up a limited liability company, you must pay money into a temporary bank account before registration. In the case of a small-capital LLC, the founders can only pay the share capital in cash.
When you open a temporary account, you will need the incorporation documents, the memorandum or articles of association of your limited liability company. This means you will need to have documents for registering a limited liability company.
The share capital is payable in full by the time of application.
The cash contribution must be paid into a suspense account.
For more information on the possibilities to contribute share capital - Share capital in an LLC: Tips and Options.
5. Electronic signing of documents
Documents must be signed with a secure electronic signature (eID card or eParaksts mobile), which is the fastest and cheapest way to start a business.
If a participant does not have an e-signature, signatures will have to be notarised, which will incur additional costs and time. The signatures of all founders on the application and the register of members must be simultaneous.
6. Filing of the LLC Incorporation Documents and Payment of the Stamp Duty
The application and accompanying documents must be submitted electronically via The self-service portal of the Register of Companies.
Upload your documents to the Register of Companies portal and pay the state fee 75.00 EUR. The State fee for registration of a Small Capital LLC is 20.00EUR.
What is an LLC?
A limited liability company is a limited liability company whose share capital consists of contributions from its members and whose shares are not publicly available.
A limited liability company is a legal person and is deemed to be established and acquires the status of a legal person on the date on which it is registered Register of companies in the commercial register.
Options for setting up a limited liability company
Setting up an LLC starts with choosing a business. When setting up a new company, you need to choose the amount of initial share capital. If the share capital is planned to be up to EUR 2800, for example EUR 1, then Small capital SIA.
In this guide, we will talk about setting up and registering a limited liability company with full share capital of at least €2800.
The formation process of a Small Capital LLC and a Full Capital LLC is similar.
Setting up a limited liability company. Advantages.
There are several options for the establishment and registration of a full capital company with a share capital of at least EUR 2800 benefits.
- Such companies have more credibility in the business environment
- Exceptional dividend payment option
- One person may own several such companies.
Extraordinary dividends
Extraordinary dividends. According to For the Commercial Code for a limited liability company, dividends are determined and paid in accordance with a resolution of the members' meeting. The members of the company may decide on the payment of dividends every 3 months after the payment of the previous dividend. It should be noted that the LLC must not have tax debts and the Company may pay out in extraordinary dividends not more than 85 per cent of the profits made in the period for which the extraordinary dividend is determined.
The payment of extraordinary dividends could be a major relief for service providers or micro-businesses, where under certain conditions no salary can be paid.
The corporation tax (CIT) on dividend payments is 20%.
Extraordinary dividends are prohibited in a small-capital LLC.
Dividends as an alternative to a salary
Dividends are a distribution of a company's net profits to its owners and are a more tax-efficient form of income than salaries because they are not subject to compulsory national social insurance contributions (NICs).
By choosing to receive dividends instead of salary increases, a business owner can significantly reduce the overall tax burden. The main difference is that salaries are subject to social contributions and personal income tax for both the employer and the employee, whereas dividends in Latvia are only subject to corporate income tax (CIT) of 20% of the gross amount (or 25% of the net amount) at the time of payment.
However, dividends can only be paid out of profits after all taxes and debts have been paid, and only if the company has no uncovered losses from previous years. Board members must also comply with the minimum salary requirements of the law if the company's turnover exceeds certain thresholds to avoid the risks of "fictitious" unpaid work.
When can I not be paid?
Extraordinary dividend payment could be an important relief for service providers or micro-businesses, where wages can be waived under certain conditions.
Members of the company's board of directors do not have to have an employment contract and pay themselves a salary if the following conditions are met:
- the company has one member, who is a member of the management board
- monthly turnover does not exceed 5 minimum monthly salaries of EUR 3 900 From 2027 this threshold will be 4100EUR!
If the sole member of the limited liability company and the member of the board of directors himself provides a service and produces and sells goods in small quantities, he can pay himself dividends once a year or extraordinary dividends every 3 months.
The corporation tax (CIT) on dividend payments is 20%.
Name of company SIA
Check that the chosen company name is not already in use and that it complies with legal regulations.
Finding the perfect name for your business might not be so difficult. It doesn't have to match the names of your products, services or brands. However, there are some limitations to consider:
- may not include the names of state or local government bodies (institutions) or the word "state" or "local government"
- cannot include the words "Republic of Latvia" and their translation into a foreign language
- cannot contain misleading information about the form of business, such as "AS", "IC", etc.
- the use of names containing obscenities and ambiguous terms (contrary to good manners) is not permitted
- cannot coincide with an already registered trade mark or part thereof. Check the trademarks registered with the Patent Office Trademark Locator
- cannot coincide with any of the registrations already registered or applied for with the Register of Companies the name of the entity.
Existing names can be checked Lursoft database. - Punctuation, spaces and the use of capital or small letters are not sufficient to distinguish one name from another.
When planning your business development and digital presence, it is worth looking into whether domain names such as .lv or .eu are freely available. You can check for Latvian (.lv) domain names NIC on the home page, and European and Worldwide domain names InstantDomainSearch on the domain search platform.
Registered office of the company SIA
You cannot set up and register a limited liability company without a registered office.
Every company is obliged to register an address where the board of directors can be reached.
- The easiest way to register a registered office is in a property you own, a house or an apartment.
- Legal address on real estate owned by friends or family members. In this case, you will need the property owner's consent to register your company's registered office. Consent does not have to be given to the Companies Registry!
- Office or place of business. When renting out premises, landlords usually agree to register a legal address.
- A virtual office or address where only correspondence is received. Such a legal address may have a low level of trust. Often, such addresses are used to register fictitious companies that have problems with National Revenue Service (SRS) and other national authorities. The record in Riga is 435 companies at one address!
Management structure of SIA
Participant.
A member of a limited liability company is a person entered in the register of members who owns one or more shares in the company.
A share entitles a member to participate in the management of the company, the distribution of profits and the distribution of the assets of the LLC in the event of the company's liquidation.
Board.
The executive body of the Company is the Board of Directors, which manages and represents the Company Ltd.
The Board may be composed of one or more members. In a small-capital limited liability company, all the members of the board are members of the company. A chairman may be elected from among the members of the board to organise the work of the board.
Members of the Board are appointed for an indefinite term, unless the statutes provide for a specific term of office.
All members of the Management Board shall have the rights of representation set out in the Statutes. The members of the Management Board may be granted individual or joint representation rights. In determining the rights of representation, the principle that each member of the Management Board shall have effective rights of representation shall be respected. For example, if there are two members of the board, it is not possible to give one a separate right of representation and the other a joint right of representation, since in that case the right of representation of the other member would be formal and not real.
A member of the Supervisory Board of that company, an auditor of that company and a member of the Supervisory Board of the parent company of the Group may not be a member of the Management Board.
The Council.
The Supervisory Board is the supervisory body that oversees the Board's activities. The Supervisory Board of an LLC is optional.
If a Board is established, it may be composed of between 3 and 20 members, as defined in the Statutes. A chairperson and a vice-chairperson may be appointed from among the members of the Board.
The Council shall be elected by the Members for an indefinite period, unless otherwise provided in the Statutes.
The Board may not include persons who are members of the board of directors, auditors, proxies or commercial agents of that company, or members of the board of directors of a dependent company of that company, or a person entitled to represent that dependent company.
Only a person who is not prohibited from holding such a position and who is not included in the SRS list of persons at risk may be appointed as a member of the Management Board or Supervisory Board.
Appointment of the Company's Board of Directors
The Management Board may be composed of one or more natural persons who have the capacity to act and who have not been deprived of their right to conduct a business by a court decision. The board is the executive body that runs and represents the company.
The articles of incorporation must specify whether the members of the board will represent the LLC individually or jointly. Each board member must give written consent to hold the position (usually included in the application form).
Ltd company formation documents
Below you will find the documents you need to set up an LLC.
Sample documents can be found at On the website of the Register of Companies.
Completing and submitting documents accurately requires specific knowledge and expertise.
LLC's incorporation documents (list)

If there is one founder, a memorandum of association must be drawn up. If there are two or more founders, a memorandum of association. The memorandum of association shall be signed by the founder and the articles of association by all the founders.

The statutes lay down the main principles governing the company's activities. They are signed by the founder or all the founders of the company.
The statutes should only contain rules and should not include, for example, the registered office, the specific persons who are members and officers, or the distribution of members' shares.

The register of members is a document showing the full composition of the members and the distribution of shares. It shall be signed by the Chairman of the Board or by a member of the Board on the basis of a mandate signed by all the members of the Board.

The application form KR4 must be signed by all the founders or by any other person entrusted by the founders to do so, in addition to a notarially certified power of attorney.
In the cases provided for by law, the application for registration of changes may be sent to the State Revenue Service for examination. Read more On the assessment of applications received by the State Revenue Service in the Register of Enterprises.
Documents must be completed in Latvian.
Deadline for submitting documents to the Register of Companies: not set.
Registered share capital of a limited liability company
When registering a limited liability company with a share capital of 2800 EUR or more, the share capital can be paid as follows:
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- Cash contribution
- A financial contribution. A pecuniary contribution shall be valued and an opinion given by a person included in on the list of valuers of property investments.
- Cash and in-kind contribution (49%). In the case of the establishment of a limited liability company, where the total value of the pecuniary contribution does not exceed EUR 25,000 and the pecuniary contribution in total is less than half of the share capital of the company, the pecuniary contribution may be valued and an opinion given by the founders.
Read more about share capital here - SIA Share Capital 2026: Tips and Options.
The share capital is payable in full until the company's application for registration is filed with the Register of Companies. The cash contribution must be paid into a suspense account.
Temporary account of SIA
Temporary account is a mandatory requirement, except where the share capital is paid up solely by means of a contribution in kind valued by a certified valuer of the Companies Register.
You can open a temporary account with a bank, for example Citadel, SEB, Swedbankor a fintech company like Paysera or Revolut.
It's much more convenient to do it remotely. Fintech companies offer.
Please note that when opening a temporary account, you will need the LLC's incorporation documents, a memorandum of association or an agreement. This means that you will need to have For the registration documents of a limited liability company.
Read more about the temporary account here - Opening a temporary account in 2026: Tips and solutions
Contribution to share capital
The share capital is payable in full by the time of application. The cash contribution must be paid into a suspense account.
The member or members pay the amount of the share capital into a suspense account. If there are several members, each member must pay in his or her share of the share capital.
The Register of Enterprises shall not require documents evidencing the contribution of share capital if the share capital or part thereof is paid up in cash and the cash contribution does not exceed EUR 50 000. The founders will certify in their application to the Registry that a payment account has been opened in the name of the company to be incorporated and that the payment of the share capital has been made therein. The current KR4 form must be used.
Cost of registering a limited liability company.
The cost of registering an LLC in Latvia is mainly the state fee. The use of e-signatures is usually free of charge.
Stamp duty.
- State fee for registration of a small capital LLC - 20EUR
- State fee for registration of a full capital LLC (share capital at least 2800EUR) - 75EUR
Submission of documents and payment of the stamp duty On the Companies Register platform.
Preparation and filing of the LLC's incorporation documents.
The cost of preparing the documents for registering an LLC with the Register of Entrepreneurs usually ranges from EUR 25 to EUR 120, depending on the price of the service provider and the number of documents to be prepared.
What's included in URonline In the LLC registration service?
- Verification of the suitability of the name
- Verification of the conformity of a legal address
- Completed e-documents for registration of an LLC in the Register of Enterprises
- EXPERT e-filing service
- Free consultation
Registration of a limited liability company in the Register of Enterprises.
Paper filing with the Register of Companies is a thing of the past. Documents are no longer accepted in person.
However, if you want to file on paper, you have to pay for an expensive notary and send the documents by post.
Registration of a limited liability company with the Register of Enterprises is an official process for obtaining the status of a legal entity, which takes place electronically on the registrs.ur.gov.lv portal by submitting at least signed documents and paying a state fee.
The Application for the establishment of a limited liability company and the accompanying documents may be submitted by the founders or by an authorised person.
In the e-service.
Documents must be submitted Register of companies on the services portal.
Documents must be signed with an eSignature on a smart card (eID or eSignature card) or on the eParaksts mobile portal www.eparaksts.lv
Get your answer via an e-service or e-address.
Send electronically signed documents e-adresē or by email to the Register of Companies.
an email address is a more secure channel of communication between an individual and the state than email.
By post.
Signed documents can be sent to the Register of Companies by post.
The payment order for the stamp duty must be enclosed in the consignment. Please note that only notarised documents can be sent this way, which significantly increases the cost of registering the company.
Authentication of signature and capacity to act on applications and requests to public registers (e.g. Land Registry, Commercial Register) - €23.
In addition, there are fees for data checks, VAT, stamp duty, translation and actual costs.
Steps after registration
After registering your company, you must activate your official electronic address (e-address) and register with the State Revenue Service (SRS) as a taxpayer. If you expect to have an annual turnover of more than €50 000 or make transactions in the EU, you will need to apply to the VAT register. Also at this stage, you must convert your temporary bank account into a permanent current account.
Type of business and licences of SIA
You must register the type or types of business activity of the LLC with the State Revenue Service within one month from the date of registration. The type of activity must be registered with the SRS EDS electronic declaration system The type of activity must comply with NACE for classification
Check whether the type of business activity planned requires licence or permit. You may need to obtain the appropriate licence or permit before you can actually start your business.
VAT registration
If you intend to supply services and sell goods in Latvia and the EU, and your income does not exceed €50,000 per year, you do not need to register for VAT.
If you register for VAT, you will have to pay 21% VAT on your services or goods.
Compulsory registration requirements in the VAT register:
- The total value of supplies of goods and services subject to VAT during the preceding 12 months has reached or exceeded EUR 50 000 (excluding the value of fixed assets and intangible investments supplied if such supplies are made once in a 12-month period).
- The value of purchases of goods in the EU, excluding VAT, in the current calendar year exceeds €10,000.
To register for VAT, you must submit an application to the SRS EDS in the system or with the Register of Companies at the same time as the application for registration of the LLC.
The State Revenue Service shall examine the application within 14 days.
Accounting of a limited liability company
Accounting law provides that the accounts may be kept by the director of the company if he is the sole member of the board of directors and the sole shareholder.
In a company with two or more members of the board of directors, the accounts may be kept by a member of the board of directors by written agreement with the company. The person must have appropriate qualifications as an accountant, such as a certificate, diploma, experience or appropriate knowledge in the field of accounting.
Many companies outsource their bookkeeping, but this is an additional cost.
NILLTFN
NILLTFN is the Law on the Prevention of Money Laundering and the Financing of Terrorism and Proliferation.
The law requires the subject to register with the Financial Intelligence Receiving and Analysis System and to develop an internal control and sanctions monitoring system for AML/CFT.
Virtual currency exchange services
Outsourced accountants
Sale of precious metals, precious stones and articles thereof
Issue of guarantees and other instruments of obligation
Providers of services for the establishment and operation of a legal entity
Advising clients on financial matters
Lending, including financial leasing, where the provision of services is not subject to licensing
Independent legal service providers
Tax consultants
Persons providing collection services
Intermediaries in real estate transactions
Sale of vehicles
Work safety
Labour law requires employers (if you have employees) to organise and operate an occupational health and safety system in your company.
If the company has fewer than 5 employees, the employer may not involve the competent authority and manage everything himself.
More information on the website of the National Labour Inspectorate.
Frequently asked questions (FAQ)
Before submitting your documents, it is imperative to check whether the name you have chosen is already registered or applied for. This can be done, for example, in the Lursoft database. If the name is taken, you will have to choose another name, as it must not overlap with an existing name. Note that punctuation, spaces and the use of lower or upper case letters are not considered to be sufficient distinction.
Yes, you can register an LLC without a physical office, but a registered office is a requirement. You can register a registered office in real estate owned by yourself, with the owner's permission in the property of friends or family members, or use a virtual office service. However, be careful with virtual addresses as they may have a low degree of reliability if a large number of companies are registered there.
After submitting all the necessary documents to the Register of Enterprises, the notary public examines them within one to three working days on average. The process may take longer if errors or omissions are found in the documents.
The most common problems that can cause the Register of Companies to delay or refuse registration are:
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Incorrect application form (KR4).
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One of the required documents is missing, such as the consent of a board member.
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Documents are not signed with a secure electronic signature (eSignature) or not notarised (if sent by post).
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No payment of the stamp duty or proof of payment.
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The legal address does not have an accurate cadastral designation or there is doubt about the legal basis for its use.
Although not required by law, the use of a lawyer or other specialist is recommended. Specific knowledge is needed to prepare and submit documents accurately. Errors in the documents may cause delays in the registration process or even refusal by the Register of Enterprises.
Yes, a foreigner can be a member of the board of directors of an LLC. If the person does not have a personal identification number of the Republic of Latvia, an additional questionnaire for inclusion in the Register of Natural Persons must be submitted. It is important to ensure that the board member is not prohibited by law from holding this position.
he main difference is the size of the share capital. The share capital of a full-capital limited liability company must be at least €2,800, while that of a small-capital limited liability company can be, for example, €1. A general partnership has several advantages, such as greater credibility in the business environment, the possibility to pay extraordinary dividends and the possibility for one person to own several such companies.
It depends on the situation. If a company has only one shareholder, who is also the sole member of the board, and a monthly turnover of less than five minimum salaries (€3,700 in 2025), he may not receive a salary and may pay out the profits in dividends. In this case, the tax burden is lower (only 20% UIT) compared to payroll taxes. However, it should be borne in mind that no social contributions are payable in the absence of a salary.
Registration in the VAT register of the State Revenue Service (SRS) is compulsory if:
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The total value of VAT-able transactions (supplies of goods and services) in the last 12 months exceeds €50 000.
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The value of goods purchased in the European Union exceeds €10 000 in a calendar year.
If the share capital is paid up in cash and the amount does not exceed EUR 50 000, a separate certificate from the bank or payment institution need not be submitted to the Register of Companies. The founders must certify in the application form KR4 that a temporary account has been opened in the name of the company to be incorporated and that the share capital has been paid into it.
No, it is not compulsory to set up a Supervisory Board. The Supervisory Board is a supervisory body that monitors the activities of the Management Board and its creation is a free choice of the founders themselves, which is laid down in the company's Articles of Association.
Common mistakes and problems
Mistakes often occur when the type of company is incorrectly reflected in various documents or when the cadastral designation of the registered office is incorrect.
The Register of Companies may refuse registration if the documents submitted do not comply with the requirements of the regulatory enactments or if the information contained therein is unclear. Often not all the required sections are filled in or there are inconsistencies between different documents (e.g. the memorandum and articles of association).
The name of the company must be unique - it must not be the same as a name already registered or applied for registration. The name must also not be misleading or contrary to good morals. Often founders do not check the availability of a name or try to register a name that is very similar to an existing one.
Registration requires a registered office. Problems arise if the address does not correspond to the National Address Register or if the property owner's consent has not been obtained. If the property has several owners, the consent of all is required. Sometimes an address is given where it is not actually possible to receive correspondence, which can cause problems with public authorities in the future.
For the establishment of a full-fledged LLC (with share capital above EUR 2,800), you need to open a temporary bank account and make a share capital contribution before submitting the documents to the Register of Companies. Errors occur when the contribution is not made in full or by someone other than the founder.
The law requires disclosure of information about the beneficial owners of the company - natural persons who directly or indirectly control the company. Failure to provide this information or providing false information is grounds for refusal of registration.
The articles of association must contain certain details, such as the company's name, the amount of share capital and the number of board members. No details of the founders or registered office may be given, as this information may change and is recorded in other documents.
Make sure the documents are in the correct format.
Documents must be signed with a secure electronic signature and time stamp.
Before submitting the documents, you must make sure that the amount of the stamp duty is correct and that you have paid it. Any incorrect or overpaid amount can be recovered by applying to the Companies Registry.
If the UR finds an error, the notary public postpones the decision for up to 30 days, pointing out the deficiencies. It is important to react promptly to such decisions and make the necessary corrections so that the registration process is not delayed and stamp duty is not lost.
A person who has been disqualified from exercising commercial activity by a court judgment or who is included in the SRS list of persons at risk cannot be appointed as a member of the Management Board. Similarly, a member of the Supervisory Board of the same company may not be a member of the Management Board.
If there are several members on the board, it is necessary to determine precisely their rights of representation - whether each can act alone or only together. A situation should not arise where one member has only a formal right of representation.
Useful Resources
Website of the Register of Companies (UR): [https://www.ur.gov.lv/]
State Revenue Service (SRS) website: [https://www.vid.gov.lv/]
Commercial Law: [https://likumi.lv/]

