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Official translation Official translation REPUBLIC OF LITHUANIA LAW ON THE REGISTER OF ENTERPRISES 31 July 1990, No.I-440 Vilnius (As amended by 13 November 2001 No. IX-601) Article

  1. Objectives of the Law This Law shall regulate the establishment of the Register of Enterprises of the Republic of Lithuania, its administration, liquidation, the information presented for recording in the Register and the procedure of the use thereof. Article
  2. Register of Enterprises of the Republic of Lithuania
  3. The Register of Enterprises of the Republic of Lithuania shall be established for the registration of enterprises and for the accumulation of information about enterprises, branches and representative offices of enterprises as well as associations and other unions of enterprises not engaged in commercial-economic activities (not concluding commercial-economic transactions). (Objects of registration specified in this paragraph shall be hereinafter referred to as "enterprises".)
  4. The Register of Enterprises shall be a constituent part of the State Register of the Republic of Lithuania. The following entities shall be registered separately in the Register of Enterprises: 1) enterprises with no rights of a legal person; 2) enterprises with the rights of a legal person; 3) associations of enterprises; 4) representative offices of enterprises; and 5) unions (associations) of cooperative societies. Article
  5. The Founder and Administrators of the Register of Enterprises
  6. The founder of the Register of Enterprises is the Government of the Republic of Lithuania, and the Statistical Department under the Government of the Republic of Lithuania is the Chief Administrator of the Register. Other administrators of the Register shall also be the Ministry of Economy, the Bank of Lithuania and executive bodies of local authorities.
  7. The Ministry of the Economy shall register enterprises established with state funds, also enterprises with the invested capital of foreign origin, enterprises engaged in insurance business, the Chamber of Trade, Industry and Crafts as well as the association thereof, representative offices of foreign enterprises, commercial banks and their structural units (affiliates, branches), other credit institutions, their statutes (regulations), subsidiaries of foreign banks, affiliates (branches) of foreign banks and foreign bank subsidiaries and representative offices of Lithuanian and foreign banks.
  8. The Statistical Department shall store, process all registration data relating to the enterprises registered in the Republic of Lithuania, offer methodological guidance to the register administrators performing the registration and supervise their work.
  9. Executive bodies of local authorities shall register enterprises, store and process registration data relating to the enterprises established in their territories, except for the enterprises registered with the Ministry of the Economy.
  10. If an enterprise is registered with the Ministry of the Economy or the local authority executive body, the registration data must be within 5 days filed with the Chief Register Administrator. The Chief Register Administrator must within 3 days transfer the data relating to the registration of the enterprise with the executive body of the local authority in the territory whereof the registered office of the enterprises is located. Article
  11. Registration Data
  12. The Register must contain the following data relating to the registered enterprise: 1) the name of the enterprise (name of the firm); 2) type of the enterprise; 3) registered office (address) of the enterprise; 4) type of activity of the enterprise; 5) full names, addresses and powers of the enterprise representatives; 6) planned period of commercial-economic activity; and 7) date of registration.
  13. When registering enterprises with no rights of a legal person (personal enterprises, general partnerships and limited partnerships), the following additional information must be furnished: 1) full names and addresses of the owner an individual enterprise and of the general members of partnerships (firm's name and registered office); 2) full names of limited partners of partnerships (firm's name and registered office); 3) the amount of contributions of partnership members; and 4) the date of the acquisition of the status of a partnership in liquidation, also full names and addresses of liquidators of the partnerships in liquidation (presented upon the acquisition of the status).
  14. For the registration of enterprises with the rights of a legal person, public and private companies, and state-owned (municipal) enterprises, the following information shall also be submitted: 1) date of registration of the articles of association (amendments to the articles of association) of public and private companies; 2) date of approval of amendments to the bylaws of state-owned (municipal) enterprise; 3) amount and composition of the authorised capital; 4) nominal value of shares and their amount according to type and class; 5) full names and addresses of the board members; 6) full names and addresses of the chairman of the supervisory board and his deputy; 7) full name and address of the head of the administration; and 8) date of acquisition of the status of an enterprise in liquidation, and the names of the enterprise liquidators (name and registered office of legal persons).
  15. For the registration of associations of enterprises comprising two or more enterprises, the following information shall also be additionally provided: 1) list of enterprises-members of the association (names of firms); 2) the amount of the single contributions made by members of the association of enterprises, if the contract of association provides for the refunding of contributions to the withdrawing member; 3) the amount of current contributions made by the members of the association of enterprises; and 4) full names and addresses of the heads of the association of enterprises.
  16. For the registration of representative offices and branches of enterprises, the following additional information shall also be furnished: 1) the name (firm's name) and registered office of the state-owned (municipal) enterprise, public company or partnership; and 2) full names and addresses of managers (chairman of the board, president or partnership members or authorised members having the right of full representation).
  17. Other additional registration data required for state administration may also be prescribed by the Resolution of the Government of the Republic of Lithuania. Article
  18. Registration Documents
  19. The following documents must be filed with the register administrator: 1) application for the registration of an enterprise; 2) document (deed) on the establishment of a state-owned (municipal) enterprise; 3) agreement (or copies thereof) of the incorporation of a public or private company or the formation of an association of enterprises or the setting up of a cooperative society (a cooperative) or an agricultural company, or a copy of the agreement and a copy of the minutes of the statutory meeting, or a partnership agreement or its copy; 4) the statutory report of a public company and the report relative thereto by the company's internal auditor; 5) balance sheets of a public or private company if provided for by the laws of the Republic of Lithuania; 6) articles of association (amendments to the articles of association) of a private or public company, bylaws of a state-owned (municipal) enterprise, a cooperative society (cooperative), agricultural company, association of enterprises, regulations of the branches; 7) certificate testifying to the payment of the registration fee prescribed by Article 10 of this Law; 8) license to engage in economic-commercial activity issued by the municipality, if the enterprise is registered with the Ministry of the Economy; 9) certificate of the allotment of non-residential premises for the enterprise’s commercial-economic activities, issued by the owner of the premises; 10) when the enterprise is registered in residential houses owned by the municipality or enterprises, institutions, organisations, cooperative societies and partnerships, a certificate of ownership of the flat (residential houses) by the owner specified in the registration document, testifying that the owner has allotted the premises for the enterprise’s activities. Legal persons who are owners of the premises shall issue a certificate of a non-standard form sealed and signed by the head of the administration. If the owners of the premises are natural persons who allot premises to persons who are not owners of the premises (flat), they shall issue a notarised certificate of a non-standard form. No certificate concerning the allotment of premises for commercial-economic activities shall be required for the owner of the premises who himself is setting up an enterprise, however, he shall be expected to submit documents, confirming his title to the premises; 11) authorisation for activities in the free economic zone issued by the zone management company if a zone enterprise is being registered; 12) a copy of the certificate of registration of the name of the firm; 13) for the registration of a commercial bank or its unit (affiliate, branch) or any other credit institution, the register administrator shall be presented with the documents prescribed by the Law on Commercial Banks.
  20. Copies of the documents specified in paragraph 1 of this Article must be notarised. Article
  21. Standard of the Register The code of document classifications used in the Register and the information code must be in conformity with the standards of the Republic of Lithuania. Article
  22. Use of the Documents and Information of the Register
  23. All legal and natural person shall have the right to use the Register documents and information for a prescribed fee.
  24. Every month executive bodies of local authorities shall publish in the local press information concerning the registration of newly established enterprises and the removal of enterprises from the Register; whereas the Statistical Department shall publish the above-mentioned information (except for the information concerning individual (personal) enterprises and partnerships) in the national press. The announcement shall indicate the name of the enterprise, define the character of its activities, specify its founders and the amount of the authorised capital. The costs of publishing shall be covered by the administrator of the Register.
  25. During court hearings persons may not plead ignorance of the fact of the enterprise’s registration (removal from the Register) in support of their claim or rebuttal, if a public notice has been given thereof.
  26. The administrator of the Register shall present information to the State tax inspectorate of the appropriate town or district in accordance with the procedure established by the Government of the Republic of Lithuania. Article
  27. Registration Certificate An enterprise registered in the Register shall be issued a certificate in the form prescribed by the Statistical Department and shall be assigned the number (code) of the Register. The certificate shall be signed and the Register number (code) shall be assigned by the Register administrators who perform legal registration. Article
  28. Powers of the Administrator of the Register
  29. If circumstances precluding enterprises registration arise after the registration has been effected, the administrator of the Register shall be authorised to set the time limit (not less than 15 days) for the founder (owner) to remove the obstacles for the enterprise registration. If the shortcomings are not removed within the set period, the administrator of the Register shall have the right to annul the registration.
  30. If an incorrect entry is recorded in the Register, the administrator of the Register shall have the right to change the entry.
  31. Having made changes in the entry, the administrator of the Register must within 3 days notify the founder/owner thereof.
  32. The administrator of the Register shall be prohibited from making corrections in the submitted data and documents or from demanding that corrections be made by the person submitting the data and documents, unless the bylaws of the enterprise or the founding agreement (deed) are in conflict with the law.
  33. On the proposal of the State Tax Inspectorate, State Control Department, Customs Department under the Ministry of Finance of the Republic of Lithuania or State Social Insurance Board, the administrator of the Register shall have the right to annul, according to the procedure established by laws, the registration of enterprises for the violations provided for by the laws of the Republic of Lithuania.
  34. Disputes related to the annulment of or changes in the registration record shall be within the jurisdiction of the court.
  35. Enterprises must within 15 days notify the administrator of the Register of any changes in the registration data. Article
  36. Registration Fee
  37. The founder shall be liable to pay a fee in the established amount for the registration of the enterprise.
  38. No fee shall be chargeable for making changes in the data required for registration or in the founding agreement. Registration fee in the full amount shall be payable for the re-registration of enterprises.
  39. Fees for enterprise registration and for the use of the Register of Enterprises data shall be fixed by the Government of the Republic of Lithuania.
  40. Expenses incidental to the establishment, administration and liquidation of the Register of Enterprises for the purpose of fulfilling the functions established by law on the national scale shall be covered with the Lithuanian State Budget funds, in the territory of municipalities - with the municipal budget funds. Article
  41. Consequences for Enterprises for Non-compliance with Laws
  42. Enterprises which fail to build up the authorised capital within the period prescribed by law and do not file tax returns with State tax inspectorates, social insurance institutions as well as statistical reports - with the Statistical Department, or fail to pay taxes to the customs, State tax inspectorates and social insurance institutions shall be subject, by way of prevention, to the following restrictions of economic-commercial activities: suspension of custom clearance, suspension of establishment of new enterprises or branches, suspension of conclusion of economic transactions, suspension of official registration of the purchased vehicles.
  43. (Repealed)
  44. Upon the expiry of not more than one month after the close of the accounting period State tax inspectorates, customs, social insurance institutions and city and district statistical departments shall notify the Chief Administrator of the Register of the enterprises which commit continued(on more than two occasions) violations of law, specified in paragraph 1 hereof.
  45. The above restrictions shall be imposed, based on the information presented by the Chief Administrator of the Register, by the Customs Department under the Ministry of Finance of the Republic of Lithuania, Traffic Police Board of the Ministry of the Interior of the Republic of Lithuania Police Department as well as state institutions which perform legal registration of enterprises.
  46. The restrictions of commercial-economic activities specified in paragraph 1 of this Article shall be lifted if the enterprise submits to the Chief Administrator of the Register a certificate of a free form issued by the state institution authorised to identify the violations listed in paragraph 1 of the Article. Article
  47. Liquidation of the Register
  48. The Register shall be liquidated by the resolution of the Government of the Republic of Lithuania.
  49. In the event of liquidation, the information contained in the Register shall be transferred in accordance with the established procedure to the State Archives or to the newly-appointed Administrator of the Register. Vytautas Landsbergis Chairman Supreme Council Republic of Lithuania

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