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International Internet Magazine. Baltic States news & analytics Tuesday, 09.06.2026, 13:21

Liability of member of the board in the Latvian law

Aleskandrs Lenkovskis, vice-president of the Law Office INLAT PLUS, 31.05.2010.Print version
Question: I don’t like what my business partners are doing on behalf of our company (limited liability company), where I’m both a shareholder and a member of the board. I don’t want to be a part of what I believe is illegal, therefore I asked them to buy my shares and recall me from the office of the member of the board, but they refused. It is still 2 years until the term of my representation rights will expire and I don’t want to be liable for the actions of my partners. What shall I do?

Answer: You don’t have anything to worry about in regard to being a shareholder of a company. The Latvian law prescribes that a shareholder of a limited liability company shall not be liable for the obligations of the company, so as a shareholder you’re not liable for the actions of your partners.

 

However, situation might be different if you’re a member of the board of a limited liability company. According to the law, members of the board of directors shall be liable for the losses they have caused to the shareholders, and for the violations of the law (e.g. tax law), therefore you shall immediately stop being a member of the board. In order to do it, you don’t have to receive consent of your partners. Write an application in a free form saying that you leave the office of the member of the board and post it to the legal address of the company. After that you shall fill in a form regarding leaving the office and submit it to the Register of Enterprises of Latvia. You shall also attach a copy of the application addressed to the company, and receipts confirming the payment of state duties. After 4 or 2 days (depending on the size of the State duty paid), you will be recalled from the office of the member of the board whether your partners like it or not.

 

Law Office INLAT PLUS

Latvia, Riga, Brivibas 40-15

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