Official Translation

Official Translation Official Translation REPUBLIC OF LITHUANIA LAW ON THE AMENDMENT OF THE REPUBLIC OF LITHUANIA LAW ON AGRICULTURAL COMPANIES May 17,

No. IX-330 Vilnius Article
New Edition of the Republic of Lithuania Law on Agricultural Companies To amend the Republic of Lithuania Law on Agricultural Companies and to render it as follows: “REPUBLIC OF LITHUANIA LAW ON AGRICULTURAL COMPANIES CHAPTER I GENERAL PROVISIONS Article
Purpose of the Law This Law shall regulate the formation, administration and activities of agricultural companies (hereinafter - company), the rights and duties of the members of the companies, formation of profit and capital and distribution thereof and the reorganisation, restructuring and liquidation of the companies. Article
Basic Definitions of this Law
Company member is a natural person, 18 years of age, and a legal person, who has been accepted as a member by the members’ meeting of the company, having a member share of the minimal amount established in the bylaws of the company, and the right of a deciding vote.
A holder of member share of the company is a natural or a legal person who has acquired a member share in any amount, who has not been accepted into company membership and not having a deciding vote.
Dividend is the portion of profit attributed to a company member or a holder of a member share, which is in proportion to the value of their member share.
Amount of the minimal member share contribution is the amount of contribution expressed in monetary value, decided upon by the members’ meeting of the company.
Member share (member share contribution) asset and non-asset contribution by the members of the company and member shareholders. Article
Agricultural Company
An agricultural company shall be a former agricultural enterprise privatised by natural persons according to the Law on the Privatisation of Property of Agricultural Enterprises, or having formed a transaction of founding an enterprise founded by natural and legal persons. The company must have at least two members. The maximum number of members shall be unlimited.
A company shall be a legal person having limited asset liability. Its assets shall be separated from the assets of the members and holders of member shares. The obligations of a company shall be fulfilled from its assets. The company shall not be responsible for the obligations of it members or those member shareholders, which are not related to the activities of the company.
A company formed for the purpose of production and commercial activity, whose income over the period of an economic year for agricultural production and services rendered to agriculture, comprises over 50 per cent of all production income, shall be considered an agricultural company.
A company must have a name, according to which it may be distinguished from other legal persons. Article
Rights and Obligations of Company
A company shall have the right to: 1) engage in the production and commercial activities stipulated in its bylaws, in the Republic of Lithuania and abroad; 2) hold accounts in the banks of the Republic of Lithuania as well a those of other states, and also have its own seal; 3) establish its branches and representative offices in the Republic of Lithuania and abroad; 4) administer the assets owned by it, purchase and acquire assets by other means, sell, lease, pledge or otherwise dispose of it; 5) draw up transactions, loan and borrow money funds and other assets; 6) lease land from the State, local governments or private persons in accordance with the procedure established by the laws of the Republic of Lithuania; 7) set the prices of its own production, work and services, rates and tariffs; 8) assess (re-evaluate) every year, the assets of the company; 9) reorganise and liquidate according to the procedure established by laws and its bylaws and be restructured according to the procedure established by laws. 2.The company may possess as well, some other rights and obligations, that are established in bylaws and do not contradict the laws of the Republic of Lithuania.
The company shall not have the right to issue shares. CHAPTER II FOUNDING OF COMPANY Article
Founders of Company Natural and legal persons of the Republic of Lithuania and from abroad may be founders of a company. Article
Documents of Founding of Company The documents of the founding of a company are: the founding agreement, the list of its members, the minutes of the statutory meeting and the bylaws. Article
Preparation of Founding of Company
The founders of a company shall draw up an agreement of founding, establish the amount of a minimal member share deposit, prepare the procedure of member acceptance and assessment, draw up a list of persons desiring to become members, prepare draft bylaws of the company, call a statutory meeting and appoint authorised persons to carry out preparatory work of the foundation of the company.
The procedure, place, time and responsible persons of member share acceptance shall be indicated in the agreement of founding. 3.The list of persons contributing member shares must include: 1) the serial number, and the natural person’s first name, last name, date of birth, personal identification number, address, the name of the legal person, code and addresses; 2) the amount of the member share contributed by the person; 3) the signature of the person; 4) Authorised persons shall control the payment of member share contributions, create conditions for persons to familiarise themselves with the procedure of the founding of the company, the prepared draft documents and lists of possible member and member share holders of the company, prior to the statutory meeting. Article
Founders’ Report The founders shall draw up a report which must indicate: 1) founding natural persons’ first names, last names and identification numbers, addresses, names, identification numbers and addresses of legal persons; 2) company’s name and objective of activity; 3) the amount of the minimum member share contribution; 4) the amount of member shares; 5) procedure of accepting and assessing personal assets; 6) founding expenses. Article
Statutory Meeting
The statutory meeting shall be convened no later than one month from the day of the signing of the founding agreement.
Persons, who have contributed at least the minimum member share set by the founders shall attend the statutory meeting. These persons shall be registered by affixing their signature to the registration list and the number of votes held by each person shall be indicated as well.
The statutory meeting shall be valid when it is attended by over half of the persons who have contributed member shares and desire to become members of the company. All of the decisions at the statutory meeting shall be adopted by a simple majority vote. Upon failure to convene the statutory meeting a repeat meeting shall be convened within fifteen days. Upon failure to convene a second repeat statutory meeting, the founding of the company shall be interrupted.
The statutory meeting shall adopt a resolution concerning the founding of the company, approve the minimum amount of a member share and also approve the founders’ report, adopt the company’s bylaws, may elect the members of the company’s board, elect an auditing commission (auditors), approve if a board is not drawn up, an administration and the salaries of the head (chairman) of the administration and the chairman (auditor) of the auditing commission. 5) The chairman and the secretary of the meeting shall sign the minutes of the statutory meeting. Article
Bylaws of Company
The bylaws of the company must indicate: 1) the name of the company and the address of the principal office. The principal office must be located on the territory of the Republic of Lithuania, at the place of the permanent location of the board (administration); 2) the company’s purpose, type and duration of activities; 3) the procedure for increasing and reducing the company’s fixed capital, and acceptance and assessment of non-monetary member shares contributions; 4) the minimum amount of a member share contribution and the procedure of changing the amount of member shares, and sale or transfer of member shares to company members, holders of member shares as well as other persons and the procedure for organising closed auctions for the purchase and sale of member shares; 5) the procedure of electing management and supervisory personnel and the rights and obligations thereof; 6) matters within the competence of the member’s meeting, the procedure for convening the meeting and the voting procedure and the procedure for transferring the right to vote; 7) the procedure for fixing the work pay and the rules for distributing the profit; 8) the procedure for forming the capital emergency (reserve) fund and other funds and the use thereof; 9) the procedure for reorganising, restructuring and liquidating of the company and distributing the assets among the creditors and holders of member shares; 10) the rights, liability and duties of company members, company holders of member shares and employees; 11) the property as well as work relations, of the company, its members and its member share holders; 12) the conditions, procedure and terms of the company’s accounting with members and member share holders.
The bylaws may also contain other rules, which do not contradict the laws of the Republic of Lithuania.
All of the founders of the company shall sign the bylaws. Article
Registration of the Company
Within one month of the day on which the statutory meeting adopts the decision to found the company, the founders of the company (representatives) shall file an application with the local government to register the company in accordance with the Law on The Register of Enterprises, and upon commencement of activities by the Register of Legal Persons, in accordance with the procedure established by the Civil Code.
Attached to the application shall be the founding documents of the company denoted in Article 6 of this Law and a certificate attesting to the payment of the registration fee. CHAPTER III CAPITAL OF A COMPANY Article
Capital of a Company
The capital of a company might be the ownership capital and the loan capital. The ownership capital shall be comprised of the member share contributions, annual deductions from the profits and other income.
The ownership capital shall be divided into the fixed capital and the capital emergency (reserve) fund. The fixed capital is intended for the current activities of the company. The emergency (reserve) capital fund shall be formed out of annual mandatory profit deductions. The emergency (reserve) fund shall be used to cover unforeseen expenses and losses.
Loan capital shall be formed from credit and other loaned funds. Article
Increasing the Fixed Capital of a Company The fixed capital of a company shall be increased as follows: 1) by admitting new member share holders into the company, the amount of their member share; 2) by including a portion of the balance profit; 3) by additional member share contributions; 4) by receiving assets without payment; 5) by reappraising the assets (in the event they have increased). Article
Reducing of the Fixed Capital of a Company The fixed capital of a company shall be reduced as follows: 1) by transferring assets without payment; 2) by writing off from the fixed capital losses which are not covered by the emergency (reserve) capital fund; 3) by a decrease in the value of constituent parts of the fixed capital; 4) by a reappraisal of the assets (in the event they have increased). Article
Company Member Share Holder Contributions
A member share shall be the asset and non-asset contribution of company members and member shareholders. Persons may contribute member shares to a company in money, material and other values and in the results of intellectual activity.
Non-monetary member share contributions shall be assessed and approved in accordance with the procedure established in the bylaws.
The value of the minimum contribution of a member share shall be changed by the members’ meeting. The minimal member share contribution shall not be split
By the end of the year and upon approving the annual account of the company, the increased or reduced fixed capital shall be distributed among the member shareholders in proportion to the value thereof in accordance with the instances provided for in Article 13 and 14 of this Law. The member shares, which are increased (decreased) due to the reappraisal of property, shall be distributed in proportion to the value of the member shares. The members’ meeting shall elect a commission and approve the procedure of property assessment. At the end of the business year, the property must be inventoried, and assessed and its price must be approved at the company meeting.
The member shares and their annual increase (reduction) shall be registered every year in the accounting documents in the member shareholders’ documents. The company must, no later than within two months after the date of approval of the annual report enter in member share accounting documents and member share booklets of every member shareholder, all of the changes, which had taken place in member shares during the year.
Member shares may not be sold or purchased through stock market institutions and at public auctions. Should the members of the company and the holders of member shares so desire, the company shall organise closed auctions for the purchase and sale of the member shares in accordance with the procedure established in the bylaws.
A person, who has acquired or inherited a member share or a part thereof, must inform the company in writing regarding this, within 15 days. The company, having received a copy of the certificate confirming attesting the member share transfer or inheritance, must within 3 workdays, register the new holder of a member share. The person who has inherited or otherwise acquired the former shareholder’s property rights and obligations shall assume them from the moment of the registration of the member share in the documents of the company. CHAPTER IV PROFIT AND DIVIDENDS Article
Distribution of Company Profits and Formation of Emergency (Reserve) Capital Fund
The profits of a company must be distributed no later than within 4 months of the end of the business year. The resolution on the distribution of profits adopted in the resolution of the company members’ meeting, should indicate: 1) anticipated profit; 2) mandatory payments from profit; 3) deductions into the capital emergency (reserve) fund; 4) the part of profit assigned for employee bonuses; 5) deductions for the increase of the fixed capital; 6) dividends; 7) reserve.
Annual deductions into the capital emergency (reserve) fund shall comprise at least 2 per cent of the portion of pure profit. Deductions shall be paid into this fund until such time as the capital emergency (reserve) fund shall comprise at least 10 per cent of the value of the fixed capital. Further deductions into this fund shall be possible until such time as the reserve capital shall comprise 50 percent of the fixed capital value. Article
Dividends
Dividends are the portion of the profit allocated to the members and member shareholders of a company. The member and member shareholders shall have the right as creditors to recover from a company the dividends due them.
It shall be prohibited to announce and pay out the dividends if: 1) the company is insolvent; 2) the company becomes insolvent after satisfying its liabilities and paying out dividends.
A company shall pay out dividends to its members and member shareholders in cash. The dividends may be compensated in material properties or services, should it be decided thus, by the meeting and if the members and member shareholders so desire. The members’ meeting shall set the tariffs for services.
The company may not recover dividends from a member or a member shareholder except in the cases when a member or a member shareholder knew or should have known that the dividends were announced and paid out in violation of the requirements set forth in paragraph 3 of this Article. CHAPTER V RIGHTS AND DUTIES OF COMPANY MEMBERS AND MEMBER SHAREHOLDERS Article
Rights and Duties of Company Members
Company members shall have property and non-property rights and duties as provided for in this Law and other laws of the Republic of Lithuania, company bylaws and rules of internal procedure.
A company member shall have the right to: 1) transfer by selling, giving as a gift and other means, his member share to the company, another company member, member shareholder, and any other legal person in accordance with the procedure established by this Law and the bylaws of the company. These contracts be registered according to law, by the chief executive of a ward. The fee for the registration of such contracts shall be 0.1 per cent of the value of the transferred member share. 2) propose to amend or supplement the bylaws of the company; 3) become familiar with the meeting company members’, resolutions of the board, head (chairman) of the administration, company’s balance of accounting, procedure of work pay, company contracts, upon submitting a written obligation approved by the company board or administrator, not to disseminate information that is not intended for public consumption. For disclosure of a commercial (production) secret the member shall be liable in accordance with the procedure established by laws; 4) elect administrative and supervisory bodies of the company and be elected to such; 5) loan funds to the company according to the contract as specified by the procedure established in the bylaws; 6) receive a portion of the company’s profits (dividends); 7) the rights of the member of another company shall be specified in the bylaws.
The member of the company must: 1) adhere to the bylaws of the company, rules of internal procedure, implement the resolutions of the member’ meeting, directives of the board (administration) and participate in company activities; 2) care for the company’ property, be interested in increasing it; 3) compensate for the damage inflicted upon the company; 4) take part in the members’ meeting of the company, openly voice his opinion on company affairs and propose ways of improving the activities of the company.
In adopting decisions at the meeting, every member of the company shall have as many votes as would be obtained by dividing the amount of the member share held by him, by the minimum member share contribution specified in the company’s bylaws. A member of the company shall not have the right to vote while a decision is being adopted concerning his removal from the company.
A person who has acquired a member share or a part thereof of company member or member shareholder as a gift or in another way, shall become a member of the company only upon being received into the company by the members’ meeting of the company.
Property disputes between the company, its members and member shareholders shall be decided in court. Article
Rights of Member Shareholders A member shareholder shall have a right to: 1) receive a portion of the company’s profit (dividends) and, if so desires, take part in the meetings of the company members; 2) transfer their member share through selling, giving or other ways, to the company, members of the company, member share holder, or any other natural person in accordance with the procedure established by this Law and the bylaws of the company. Article
Termination of Membership in the Company 1 Membership in the company shall be terminated upon: 1) the member’s death; 2) the member’s withdrawal from the company; 3) expulsion of the member from the company; 4) the sale or giving as gift by member of his member share to the company, another person; 5) failure by member to supplement a member share when such becomes smaller than the minimum member share contribution in the following instances: when it diminishes; subtracting the losses from the fixed basic capital, which are not covered by the emergency (reserve) capital fund; when the members’ meeting increases the amount of the minimal member share contribution.
A member shall withdraw from the company by submitting a written application. He shall be considered as having withdrawn from the moment of the adoption of the resolution at the members’ meeting.
A member of the company owing to the actions of whom, the company has sustained material damages, may be expelled from the company by the resolution of the members’ meeting. The member shall be considered expelled from the moment, when the members’ meeting approves the decision to expel him from the company. A member who has been expelled from the company shall forfeit the rights of a company member, established by this Law and the bylaws of the company. The resolution concerning expulsion may be appealed in court. CHAPTER VI BODIES OF COMPANY Article
The Members’ Meeting of Company
The members’ meeting of the company shall be the supreme body of the company.
The members’ meeting shall have the right to: 1) amend and supplement the bylaws of the company; 2) admit new company members, dismiss and expel them from the company; 3) discuss the work of the board (administration) of the company, approve the annual report of the economic activities and distribute the profit; 4) reorganise, restructure and liquidate; the company; 5) select and dismiss the members of the board, head (chairman) of the administration, members (auditor) of the auditing commission, elect the members of the liquidation commission; 6) set the salaries of the chairman of the board of the company, head (chairman) of the administration, chairman (auditor) of the auditing commission; 7) establish and close the structural units or representative offices of the company; 8) approve the results of appraisal of the assets of the company; 9) approve the work regulations of the board (administration), auditing (auditor) commission; 10) approve the regulations of the company; 11) resolve other questions linked with the production and commercial activities of the company.
The board (administration) of the company shall convene meetings at least twice a year. At the end of the business year, a meeting shall be convened within 4 months. The board (administration) of the company shall send a written notice to the members of the company or inform them through other means which has been agreed upon, of the meeting to be convened and the agenda being planned, at least 7 days in advance of the day the meeting is planned for. 4.The board (administration) of the company shall convene unscheduled meetings on its own initiative or at the request of the auditing commission (auditor) or on the written request of the members of the company having at least ¼ of all the votes. The meeting of the members of the company must be convened within 10 days of the submission of the request.
The meeting shall be valid if more than half of the company members take part therein. Decisions shall be adopted by simple majority vote of the members present at the meeting. A decision regarding the reorganisation, restructuring or liquidation shall be adopted by a 2/3 majority vote.
If the meeting does not have a majority attendance, a repeat meeting must be convened within 15 days. A repeat meeting shall have the right to adopt decisions according to the earlier agenda, if the number of votes of the participating members participating therein comprise at least ¼ of all the members’ vote.
Voting shall be open or by secret ballot at the meeting of the members of the company. The members’ meeting of the company shall select in what manner to vote in deliberating individual issues. Article
Member Participation at the Meeting The members of the company shall participate at the meeting in person or through their proxies from among the members of the company. The procedure of transfer of the right to vote shall be set in the bylaws of the company. One proxy may represent no more than 1/20 of the members of the company. Article
The Executive Bodies of the Company. The board and the administration are the executive bodies of the company. Following an agreement between the members of the meeting, a board may not be formed. In this case, the meeting of members and the administration shall perform the executive functions. Article
Company Board
The board shall direct the activities of the company. It shall be comprised of an odd number of members of the company. The board members and the chairman thereof shall be elected for no more than a 4-year term and if needed, will be revoked by the members’ meeting according to the procedure indicated in Article 21 of this Law.
Should the board not be formed, the members’ meeting shall elect an administration head (chairman) from among the members of the company or authorise a member of the company to draw up a contract with the head (chief) of the administration. The administration head shall be elected by the same procedure as the chairman of the board.
The board shall direct of production and commercial activity, administer the affairs of the company in accordance with the procedure established by the members’ meeting and the bylaws of the company and hire persons needed for the activities of the company. The work regulations, approved by the members’ meeting shall govern the work procedure of the board and duties and powers of its members.
The chairman of the board shall convene the company’s board meetings as necessary, but at least once every two months. The board meeting shall be valid if 2/3 of the elected members take part in it. Resolutions shall be adopted at the meeting by a majority vote of the - members. The chairman of the auditing commission (auditor) shall take part in the meeting in a deliberative capacity. Article
Responsibility of Members of Company’s Board (administration)
Each member of the company board and administration employee shall be liable for damages inflicted upon the company by his faulty actions.
Members of the board must jointly compensate for losses sustained by the company due to the incorrect decisions adopted in violation of the company’s bylaws and the laws of the Republic of Lithuania. Those members of the board of the company who had voted against such decisions or did not participate in the meeting when such were adopted and have submitted within 7 days a written statement of protest to the chairman of the meeting, shall be absolved from the obligation to compensate for the damage. The resignation of a member of the board or recall from duties of an administration employee does not absolve him from compensation of damage caused by his faulty actions.
According to a decision by the members’ meeting of the company, the company board (administration) shall take action against its employees. CHAPTER VII COMPANY ACCOUNTING OF ACTIVITIES, FINANCIAL STATEMENTS AND CONTROL Article
Company Accounting of Activities and Financial Statements The company administrates its accounting according to the procedure established by the Laws of the Republic of Lithuania. The company may possess some information which is considered to be a commercial (production) property secret. Information, which according to the laws of the Republic of Lithuania is public, may not be a commercial secret. Article
Bodies of Control of the Company
The auditing commission (auditor) must exercise control over the company’s activities.
The auditing commission (auditor) shall be elected at the company members’ meeting for no more than a 4 -year period.
The work regulations shall set the work procedure of the auditing commission (auditor). The members’ meeting shall approve the work regulations.
The company’s board member and persons who are connected with the board members through espousal, close relative or in-law ties, may not become members of the auditing commission (auditor).
The company shall compensate for the work of auditing commission members (auditors), and summoned experts and auditors. Article
Auditing Commission (Auditor)
The auditing commission (auditor) must control the company’s accounting and financial statements and also periodically check the economic and financial activities.
Control checks shall be documented by acts. Having discovered some violations the acts shall be submitted for discussion at the board meeting, and when major violations are found or when violation are committed by the board (administration) itself, the acts shall be presented for the member’ meeting to deliberate.
The company board (administration), the auditing commission (auditor) must discuss the act within 15 days from the day it was received, at the board meeting or at the next members’ meeting and initiate specific measures to eliminate the shortcomings which have been uncovered.
The auditing commission (auditor) must strive towards elimination of uncovered violations, and bringing charges against the persons guilty of causing damage to the company, in accordance with the procedure established by the laws of the Republic of Lithuania.
At the close of the business year and two weeks before the meeting of the members of the company, the board (administration) must inform the auditing commission (auditor), that the company’s annual account and balance sheet has been drawn up and the documents may be checked by the commission.
In their report the auditing commission (auditor) shall present findings to the members’ meeting of the company member concerning the annual account, balance sheet and the financial condition of the company.
The independent experts to perform an audit of the activities of the company shall be summoned on the initiative of the auditing commission (auditor) or at the request of the members of the company, having at least ¼ of the total votes.
State institutions shall have the right to check the activities of the company, in accordance with the procedure established by laws. CHAPTER VIII REORGANISATION, RESTRUCTURING AND LIQUIDATION OF COMPANY Article
Reorganisation and Restructuring of Company
A company may be reorganised without the procedure of liquidation as follows: 1) merger; 2) division;
A company must draft a plan of reorganisation, in which the following must be indicated: 1) manner of reorganising, companies which terminate activities, and companies continuing their activities; 2) the name, legal form, identification number of legal person, registry and location of the main office of each company being reorganised; 3) the act of property assessment and re-valuation of each company, which is being re-organised; 4) rights and obligations, including the sums that had not been paid to the Social Insurance Fund Budget as well as those which had been counted by the tax administrator’s officers and of other state institutions, including among them their fines and default interest, until reorganisation and following reorganisation of enterprises registration of bylaws according to the procedure established by laws, the procedure and terms of taking over; 5) the procedure of distribution of the member shares of member shareholders of the companies which are being reorganised, shall be as follows: 6) property and non-property rights of member shareholders following reorganisation of the company; 7) the rights accorded the managing bodies of the company and auditors; 8) the moment as of which the rights and obligation of the company terminating its work are transferred to the company which continues activities following the reorganisation .
The companies, which are to operate following reorganisation must draft the bylaws of its enterprise.
The board (administration) of the company must announce in the main office of the company and in the press and send written notices to every shareholder and creditor regarding the planned reorganisation, at least 15 days prior to the meeting of the members, on the agenda whereof the company’s re-organisation is slated to be discussed. Every member shareholder shall have the right to familiarise himself with the draft of the company reorganisation and other documents linked with reorganisation, and also to copy these documents.
A company may be restructured in accordance with the procedure and conditions established by the Law On The Restructuring of Enterprises.
The legal form of the company shall be changed in restructuring it according to the requirements of the Civil Code.
Liquidation of Company
The company shall be liquidated: 1) at the end of the projected term of activities; 2) following a resolution of the meeting of members; 3) with fewer members remaining than stipulated by law, if within 6 months of such decrease, the members’ meeting fails to resolve to reorganise or restructure the company; 4) on the initiative of the administrator of legal persons’ register; 5) on the recognition by the court, that the activities of the company are improper; 6) upon the recognition by the court that the company has been founded illegally.
The procedure for liquidating a company shall be regulated by this Law and other Republic of Lithuania laws.
The liquidation commission and the chairman shall carry out the procedures of liquidation of a company. If a resolution of the court or meeting or creditors shall liquidate the company, upon the expiration of the set term of activities of the company or by the decision of the members’ meeting of the company, the liquidation commission shall be appointed by the decision of these institutions. If the company shall be liquidated at the end of the term of the company’s activity or by resolution of the member’ meeting of the company, the board (administration) of the company shall perform the functions of the liquidation commission. The members’ meeting shall have a right to elect at its own discretion from the company members, other members of the liquidation commission.
Following the appointment of the liquidation commission, the company shall acquire the status of a company under liquidation. In this instance, the word “under liquidation” shall be written preceding the name of the company. The board (administration) shall lose its powers and the liquidation commission shall assume its functions. 5.The members’ meeting which has adopted the resolution to liquidate the company, shall approve the procedure and conditions of the distribution of the company’s assets sale of company’s assets, establish terms of the company’s liquidation and assign one of the members of the liquidation commission to organise and control the income and expense accounting and to engage for this purpose a qualified person or an enterprise which offers such services.
The liquidation commission shall: 1) inventory material and financial assets, if needed reappraise the assets and draw up the act or acceptance thereof, make up the balances of the company’s liquidation at the start and conclusion of the period of liquidation; 2) make public announcement of the liquidation of the company in accordance with the established procedure; 3) represent the company under liquidation in court, and also in the presence of relations, with third parties; 4) make up lists of the company’s creditors and debtors, satisfy the requirements of the creditors, recover debts from the debtors; 5) terminate work contracts with the employees of the company and compensate them; 6) organise protection of the company’s assets; 7) terminate production and commercial activities, conclude discharging liabilities, including taxes to the budget and the compulsory social insurance and compulsory health payments; 8) in the presence of disputed liabilities, shall separate a corresponding sum from the assets of the company, in order to settle them and pay it into the deposit account of the notary’s office; 9) draw up the accounting balance sheets of the company during the liquidation period; 10) sell the assets in accordance with the procedure and conditions set by the members’ meeting; 11) divide the remaining assets among the members and member shareholders of the company according to the procedure for distributing property, stipulated by the members’ meeting, and organise the claiming of these assets; 12) form groups of company members and member shareholders to whom company buildings shall be transferred in exchange for member shares; 13) upon the company’s becoming insolvent, shall inform the creditors thereof and file for bankruptcy; 14) in accordance with the stipulated procedure, manage and bury the refuse which poses a danger to the population and environment organise razing of buildings structures and facilities which have not been sold, and cleaning up of the environment. 15) during the period of liquidation shall submit to the institution which has adopted a decision to liquidate the company, an account of their activities according to the terms set by it and upon terminating the liquidation activities must present a final accounting; 16) present to the officer of the Enterprise Register the documents required to strike the liquidated company from the Enterprise Register of the Republic of Lithuania and upon the commencement of operation of the Register of Legal Persons, in accordance with the procedure established by the Civil Code; 17) transfer in accordance with the Law on Archives the documents of the liquidated company; 18) implement other duties stipulated by the members’ meeting and the bylaws of the company. Article
Procedure of Liquidation of Company
The liquidation commission shall publish a notice regarding the liquidation of the company, in the periodical press, which has been specified in the bylaws, and communicate a written notice to each member and member shareholder, and to the creditor of the company against his signature or by registered letter. The requests and claims of the creditors shall be accepted and must be satisfied within 6 months from the date of the announcement of the liquidation. The requests of the creditors shall not be met, the creditors shall have the right during three months from filing of the application for claims before the liquidation commission to ask the court to satisfy their requirements according to court procedure. Upon the expiration of these terms, the creditors who have not filed their claims or those who do not desire to exact them according to the established court procedure, shall lose their right to require that the adopted plan of distribution of the assets of the company be changed and their requests be satisfied.
Company members and member shareholders may not be paid the part of their assets, until such time as the demands or other claims of the creditors shall be met. The demands of creditors shall be satisfied as follows: 1) first of all, the requirements which are assured by the mortgaging of company assets, namely from the value of the mortgaged assets, shall be satisfied; 2) the demands of the employees, which are related to labour relations, shall be considered first; the demands to compensate for damages for injuries, or another type of health injury, succumbing to an occupational disease or dying as a result of a job-related accident; also, the demands of natural persons for compensation for the agricultural production which had been purchased for processing; 3) the second consideration shall be given to demands regarding taxes and other contributions into the budget and also for compulsory social insurance and compulsory health insurance payments; 4) the rest of the demands of the creditors shall be given third consideration.
Upon satisfying the demands of the creditors, the member shareholders shall be returned the assets divided proportionately according to the value of the member share belonging to them by the right of ownership.
Following the distribution of the remaining assets to members and member shareholders, notification shall be sent by registered letter or a notice, against his signature on the presentation sheet regarding the assets given each one of them.
A protocol decision of the liquidation commission and a transfer of assets act shall, officially register the transfer of the assets of the company under liquidation.
In the case of disputes arising among the members of the company and member shareholders and also, the liquidation commission dispute concerning the remaining assets or a part thereof, the liquidation commission shall suspend the distribution of the assets, which are being disputed. The above disputes with the liquidation commission shall be examined according to court procedure. The examination of disputes involving assets in court shall not constitute a basis for terminating the liquidation of a company. 7.Within one month after sending the registered notice or presentation to those company members and member shareholders who had not expressed a decision regarding claims to a portion of the assets, in currency, the portion of the assets that are due in currency, shall be transferred into a personal bank account and the assets shall be distributed proportionately, in accordance to the member shares to other member shareholders.
Should a member or a member shareholder of a company refuse to take back within 15 days of delivery of the notice, the assets assigned him by the liquidation commission and fail to sign the asset refund documents, a record shall be drawn up to indicate the reasons for his refusal of the designated assets, and shall be presented or sent by registered letter, to the member or member shareholder of the company. They shall have the right to appeal in court the decision of the liquidation commission, within 15 days from the presentation or dispatching of the record. Failure to have done that, he shall forfeit the right to the assets assigned to him. These assets shall be distributed among other members and member shareholders of the company in proportion to their member shares. Article
Control of Liquidation of Company The county governor shall control the course of the liquidation of the company. Article
The Procedure of Compensation of Work of Members of Liquidation Commission and Liability
The work of the liquidation commission members shall be compensated from the funds obtained from the sale of assets. Following the decision by the State governing powers to liquidate a company, the body, which has adopted the decision to liquidate the company in accordance with the procedure established by the Government, shall stipulate the portion of the assets, slated to compensate for the work of the liquidators.
The liquidation commission members must compensate for the losses arising due to their fault. CHAPTER IX FINAL PROVISIONS Article
Coming into Force of the Law This Law shall come into force from July 1, 2001.” I promulgate this Law passed by the Seimas of the Republic of Lithuania. PRESIDENT OF THE REPUBLIC VALDAS ADAMKUS

🔗 Į oficialų šaltinį

DI paaiškinimas pagal oficialų įstatymo tekstą. Orientacinis, nepakeičia teisinės konsultacijos.