Ready-Made Shelf Companies in Latvia: Buying an Existing SIA

What a Shelf Company in Latvia Is

A shelf company in Latvia is an SIA that was entered in the Commercial Register kept by the Register of Enterprises and then held without any business until a buyer takes over all of its shares. Sellers also call it a ready-made company, a ready company, an off the shelf company or a gatava SIA. Whatever the label, nothing is registered anew when you buy one. You acquire an existing legal person, which keeps its registration number, its date of entry in the register and the capital its founder paid in, and the register then records a new shareholder, a new board and, if you wish, a new name and address.

The kind of SIA on the shelf matters. A standard SIA has at least EUR 2,800 of equity capital and can be owned by anyone. A small-capital SIA may only be owned by up to five individuals, and only its shareholders may sit on its board, so a corporate buyer or an outside director would oblige it to raise its capital to EUR 2,800 within three months.

What You Receive and What to Check Before Signing

Record	What to look for
Commercial Register extract	Registration number and date, legal status, the current board and its representation rights, the legal address.
Register of shareholders	The last division in the Register’s file shows the seller as sole shareholder. Buying from the person recorded there protects you as a buyer in good faith under Section 188.1 of the Commercial Law.
Articles (statūti) and capital	Name, share capital, any special rules on selling shares, and evidence that the capital was paid at formation.
Annual reports	One for each closed financial year, filed with VID and published by the Register, showing no trading.
Tax position	No suspension of activity by VID, no tax debts, and the VAT status, which many dormant companies do not have.
Beneficial owner record	The seller’s beneficial owner, who will be replaced by yours.

These records carry weight in Latvia. Under Section 314.1 the Register can terminate a company whose board has lacked representation rights for over three months or that cannot be reached at its legal address, and VID can terminate one that keeps failing to file its annual report or tax returns.

How the Share Transfer Works Under the Commercial Law

Unlike Lithuania or Estonia, Latvia does not require a notarial deed for the sale of SIA shares. Section 188 asks only that the transaction be concluded in writing, and a shareholder may sell without the consent of the others unless the law or the articles say otherwise. The one-month right of first refusal that Section 189 gives to other shareholders has nobody to protect when the seller owns everything. The formalities sit instead in the company’s own register of shareholders, which the board keeps in separate divisions:

Step	Rule in the Commercial Law
1. Purchase agreement	Signed in writing by the seller and the buyer (Section 188).
2. Notice to the company	Seller and buyer give the board a joint notice of the transfer, or the original or a notarised copy of the agreement (Section 187.1).
3. Entry by the board	The board enters the buyer in the register of shareholders, or raises reasoned objections, no later than the next working day.
4. New division	The chair or an authorised member of the board signs the new division, and the seller and the buyer certify the entry. All three signatures are notarised or made with a secure electronic signature (Sections 9 and 187).
5. Filing	Within three working days of signing, the board applies to the Register with the new division, certifies that the law and the articles were complied with and states the beneficial owner.

PwC’s summary of Latvian taxes lists stamp duty on real estate registrations but no tax on a share sale. A buyer who signs on paper outside Latvia has each signature certified by a local notary, adds an apostille or, outside the Hague Convention, consular legalisation, and attaches a notarised Latvian translation; certifications from the EU, the EEA, the United Kingdom and Switzerland need no apostille.

After the Transfer: Board, Beneficial Owner and Articles

Section 224 makes a decision electing a board member, taken by someone not yet entered in the register of shareholders, valid only in cases such as inheritance or a court judgment, so the order is shares first, board second.

Filing	Deadline	What it involves
New board member and removal of the old one	14 days from the decision, under Section 16	An extract of the shareholder decision and the new member’s written consent, which names the company and states any obstacle to holding office or confirms there is none.
Beneficial owner	Stated in the shareholder and board applications; any later change within 14 days of learning of it	Name, nationality, country of residence and how control is exercised. The register is public, and named individuals are shown after login.
New name	14 days from the decision	An amendment of the articles, filed with the text of the amendment and the full new text.
New legal address	14 days from the decision	An application giving the cadastral designation and confirming that the company can be reached there and has a legal basis to be there.

Change applications go to VID for review in the same cases as new registrations, for instance where the new board member already sits on several boards or the new address hosts several companies, and the Register’s decision period then grows by 10 working days. A foreign buyer without a Latvian personal identity number is recorded with a date of birth and identity document details.

The Bank Account of a Latvian Shelf SIA

Every Latvian SIA paid in its capital through a payment account opened in its own name before it was registered. Where that account is still open, it belongs to the company and passes with it, because the shares change hands and the company itself does not. What changes is the customer behind it: the bank reviews the new owner and board and may continue the relationship, ask for more documents or end it.

Latvian banks are open about what they expect. SEB treats a connection with Latvia as the main condition for a current account, Swedbank runs a first-time document inspection for Latvian companies whose board, owners or beneficial owners include a person from abroad, and Citadele and Luminor aim at companies doing their main business in the Baltic region. A buyer with no customers, suppliers or premises in Latvia should be ready to explain why the company banks there. Our pages on bank accounts for Latvian companies and shelf companies with bank accounts explain the bank side.

A Latvian Shelf SIA With a VAT Number

A VAT company for sale in Latvia is a shelf SIA that already appears in VID’s register of VAT taxable persons. Because a Latvian company may stay unregistered until its domestic supplies pass the EUR 50,000 threshold in a calendar year, a dormant company only has a VAT number if its seller applied for one. If your plans need a number from the first invoice, ask whether the specific company has one and check it in the list VID publishes.

Be realistic about what that number is worth. Section 73 of the VAT Law gives VID the right to remove a taxpayer that has reported no transactions in its VAT returns for six calendar months, and the same right where a company replaces all of its officials, which is what happens when a buyer replaces the whole board. VID must also remove a taxpayer that cannot be reached at its legal address. If the number is lost, the company applies again, and VID decides within five working days of the application or of the information it asks for.

Why Buyers Choose a Ready-Made SIA in Latvia

• An earlier date of registration, which some counterparties, tenders and suppliers ask about.
• A registration number that exists today, so contracts and supplier accounts can be signed in the company’s name while other plans settle.
• No account to open for a company that does not exist yet: some Latvian banks tie their temporary accounts for companies being founded to a branch visit or to Baltic residence, and the shelf SIA’s capital is already paid.
• No founding decision, articles or first register division to draft, sign and certify for a new entity.
• Where it exists, a VAT number, with the caveat set out above.

When a Shelf Company Brings Nothing Over a New SIA

For some buyers the answer is a new company. If every founder and board member holds a secure electronic signature, a new SIA can be filed online and the Register states a review period of 1 to 3 business days, while a shelf purchase still needs the signed register division, the board filing and the beneficial owner update. Age is not trading history: a dormant SIA has no turnover, no credit record and no account history to show a bank, and banks review new owners whatever the company’s age. A small-capital shelf SIA is of no use to a corporate buyer. Nor does a shelf company come with permissions. Credit, payment and e-money institutions are regulated and supervised by Latvijas Banka, and an SIA bought off the shelf carries no such status. If none of the reasons above applies to you, start with our page on company formation in Latvia.

Latvia, Estonia or Lithuania for a Ready-Made Company

For buyers comparing the Baltic states, the transfer itself is the main difference.

Country	Form of the share transfer
Latvia (SIA)	Written agreement; the entry in the register of shareholders is signed with notarised signatures or secure e-signatures and filed by the board within three working days.
Estonia (OÜ)	Notarised transaction, which the notary reports to the commercial register; the articles can waive the notary only where share capital is at least EUR 10,000 and fully paid.
Lithuania (UAB)	Notarial deed where 25% or more of the shares are sold or the transaction value exceeds the EUR 14,500 threshold, which covers the sale of a whole shelf company.

See our pages on ready-made companies in Estonia and shelf companies in Lithuania.

Our Role in a Latvian Shelf Purchase

For a purchase, our work in Latvia is this: we supply the ready-made SIA, or register a new one if that suits you better, prepare the purchase agreement, the register of shareholders division and the filings for the board, the articles and the beneficial owner, and help you prepare the bank application. Where we have a working contact at a suitable bank we can make an introduction, and the bank alone decides. For background on the country see our Latvia page.

Frequently Asked Questions about Shelf Companies in Latvia

What is a ready-made company in Latvia?

It is an SIA that has been entered in the Commercial Register but has never traded, held so that a buyer can take over all of its shares. You acquire an existing company with its registration number, registration date and paid capital, become its shareholder through the register of shareholders, appoint your own board and change the name or address if you wish. Nothing is incorporated anew.

Can a foreigner buy a shelf company in Latvia?

Yes. The Commercial Law sets no residency or nationality test for the owners or the board of an SIA, and a foreign individual or company can own all of it, except a small-capital SIA, which only individuals may own. Expect the bank and the professionals involved to check your identity, the source of the purchase money and the planned business.

Do I need a notary to buy a Latvian SIA?

Not for the agreement itself, which only has to be in writing. The signatures of the board chair or an authorised board member, the seller and the buyer on the new division of the register of shareholders must be notarised, or made with secure electronic signatures. A buyer signing on paper outside Latvia therefore visits a local notary and adds an apostille or legalisation where required, plus a Latvian translation.

Does a Latvian shelf company come with a bank account?

It often has one, since every SIA pays its capital into a payment account opened in its name before registration. The account stays with the company through the share sale, but the bank reviews the new owner and board and may keep the account, ask for more or close it. Latvian banks look for a real connection with Latvia, so nobody can promise the account will continue.

Can I buy a VAT-registered company in Latvia?

Sometimes. A dormant SIA has a VAT number only if its seller registered voluntarily, because registration is optional until domestic supplies pass the EUR 50,000 threshold in a year. Ask about the specific company. VID may remove a VAT taxpayer that reported no transactions for six months or replaced all its officials, which a full change of board does, so plan for a possible review after the purchase.

How long does the transfer of a Latvian SIA take?

The law sets the pace of the company’s own part: the board records the buyer by the next working day after the notice, files with the Register within three working days of signing the new division, and files board and articles changes within 14 days of the decision. The rest depends on signatures, apostilles and the Register’s review, so we give no fixed timeline.