Mazkapitāla SIA

Small-capital SIA in Latvia

A small-capital SIA is an SIA whose share capital may be lower than the standard minimum of €2,800, in exchange for stricter conditions on who owns and runs it.

€300 + VAT the same base fee as a standard SIA, state registration fee included. See pricing.

A short stack of coins for the capital paid in, and a dashed stack up to the standard minimum of EUR 2,800. The gap is what owners are liable for if the company becomes insolvent. Not to scale.Small-capital SIAStandard minimum€2,800Gap: owners areliable if the companybecomes insolventCapital paid inbelow €2,800Not to scale

Two things to know before you choose it

The lower capital comes with two costs. Both apply while the capital is below the standard minimum.

Mandatory reserve

At least 25% of each year's profit must go into a reserve, and only the rest can be paid out as dividends.

Extra liability for the owners

If the company becomes insolvent, the owners are jointly liable up to the difference between the standard minimum and the capital actually paid in. With €100 paid in, that is up to €2,700.

Details and the source are below.

What the law requires

Under Article 185.¹ of the Latvian Commercial Law (Komerclikums), an SIA can have less than the standard minimum share capital only if all of the following are true.

  1. Individuals as foundersThe founders are individuals, and there are at most five of them.
  2. Individuals as shareholdersThe shareholders are individuals, and there are at most five of them.
  3. Board members are ownersThe board has one or more members, and every board member is a shareholder.
  4. One such company eachEach shareholder is a shareholder in only one such company.
If the conditions stop being met

If the company stops meeting the last three conditions, it has three months to raise its capital to the standard amount.

Source: likumi.lv, Komerclikums, 185.¹ pants. Text checked on 26 September 2026. The law can change, so treat this page as a summary, not legal advice.

Standard SIA and small-capital SIA compared

Standard SIA compared with small-capital SIA
TopicStandard SIASmall-capital SIA
Share capitalAt least €2,800Below that is allowed. In our experience founders often choose €100 (common practice, not a rule)
OwnersIndividuals or companies, any numberIndividuals only, at most five (founders and shareholders)
BoardOne or more members, who need not be ownersOne or more members, and every board member is also an owner
ProfitNo reserve of this kindAt least 25% of each year's profit goes into a reserve while the capital is below the standard minimum
If the company becomes insolventOwners' liability is limited to their capital contributionOwners are jointly liable up to the difference between the standard minimum and the capital paid in
Owning severalNo limitAn owner can be an owner of only one such company
Our fee€300 + VAT€300 + VAT

Which one fits your owners?

Tell us who the owners and board members will be and we say in writing which type works.

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How we see it

This part is our advice, not the law.

It tends to suit

  • One to five individuals
  • Owners who run the company themselves
  • Founders who want to put less money in at the start

It tends not to suit

  • A company owned by another company
  • Outside investors who are not on the board
  • Someone who already owns another small-capital SIA

In the cases on the right the standard SIA is the route. Tell us who the owners and board members will be and we'll say in writing which one fits. Write to us.

If you outgrow it

A small-capital SIA can become a standard SIA by raising its share capital to the standard minimum.

What the law says

The company has to raise its share capital to the standard minimum within three months from the moment it stops meeting one of these conditions: the owners are individuals and at most five, every board member is also an owner, or each owner owns shares in only one such company (Komerclikums, Article 185.¹(6)). It can also raise the capital earlier, and the owners' meeting can decide to use the mandatory reserve for it (Article 185.¹(3)).

What we do

If your situation changes, for example a company or a sixth person becomes an owner, write to us. We prepare the change with you in writing, and we quote it individually before you pay.

Write to us

Questions about a small-capital SIA

What is a small-capital SIA?

A small-capital SIA (mazkapitāla SIA) is an SIA whose share capital may be lower than the standard minimum. In return the law sets stricter conditions on who can own and run it, and adds two costs, explained below. Our fee and the remote process are the same as for a standard SIA.

Why would a founder choose a small-capital SIA?

Mainly to put less money into the company at the start. A founder who runs the company alone or with a few individuals, and who does not need a company or outside investors as owners, can register with a small share capital instead of the standard minimum. The trade-offs are the profit reserve and the owners' extra liability, explained above.

Can a foreign individual own a small-capital SIA?

The conditions in the law say the owners must be individuals, not that they must be Latvian residents or citizens. A foreign individual can be an owner, and the same remote signing applies as for a standard SIA. Check which countries we work with by default, or ask us about yours.

Can I own shares in more than one small-capital SIA?

No. Under the law each shareholder can be a shareholder in only one such company. If you already own shares in another small-capital SIA, or expect to want several companies, a standard SIA is the route. Tell us about any existing companies you own and we will say in writing which type fits.

Does a small-capital SIA cost less to set up with you?

No, our fee is the same €300 + VAT for both, and it includes the base state registration fee in either case. What differs is the share capital the owners pay in, and the rules the company then follows, such as who can own it and the profit reserve. See the comparison table above.

What is the state fee for a small-capital SIA?

The base state registration fee is €20 and it is included in our fee. A one-day review has its own, higher state fee, charged on top as a separate line: it is on the pricing page.

Can I switch from a small-capital SIA to a standard one later?

Yes, by raising the share capital to the standard minimum. In some cases the law requires it, within three months: see If you outgrow it above. We can help with the change, quoted separately from the formation fee.

Ready to start?

Send us a message. We reply in writing, in English, and move as fast as the steps allow.

  • Published prices
  • Signed online, no notary
  • Professional liability insured