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REPUBLIC OF LITHUANIA

REPUBLIC OF LITHUANIA REPUBLIC OF LITHUANIA LAW ON THE REGISTER OF ENTERPRISES Article

  1. Objectives of the Law This Law shall regulate the establishment of the register of enterprises of the Republic of Lithuania, its maintenance, liquidation, the background information presented for registration in the register and the rules of information utilization. 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, subsidiaries of enterprises, and offices of enterprises' representatives, as well as about associations and other amalgamations of enterprises not engaged in commercial-economic activity (not concluding commercial-economic contracts). (Objects of registration enumerated in this section 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. Separately registered in the register of enterprises shall be:

(1)enterprises with no rights of legal persons;
(2)enterprises with rights of legal persons;
(3)associations of enterprises; and
(4)offices of enterprise representatives. Article
  1. The Founder and Registrars of the Register of Enterprises
  2. The Ministry of Economics of the Republic of Lithuania shall be the founder and chief registrar of the register of enterprises. Governing bodies of local governments of the higher level shall also be engaged in the maintenance of the register.
  3. The Ministry of Economics of the Republic of Lithuania shall register enterprises established only with state capital, joint ventures (a share of authorized capital whereof is owned by foreign investor(s), and firms with foreign capital, and shall accumulate and systematize information related to all the enterprises registered by local governments of the higher level. (Amended 28 February 1991)
  4. Governing bodies of local governments of the higher level shall register, accumulate and systematize information on the registration of enterprises established on their respective territories, with the exception of enterprises established with state capital.
  5. If an enterprise is registered with the Ministry of Finance of the Republic of Lithuania, its registration information must be within 5 days lodged with the local government of the higher level, on the territory of which the enterprise is located. If enterprises are registered with the local government of the higher level, the registration information must be within 5 days lodged with the Ministry of Economics of the Republic of Lithuania. Article
  6. Information Presented for Registration
  7. The register must contain the following information on the registered enterprise:
(1)the name of the enterprise (name of the firm);
(2)type of the enterprise;
(3)location 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. 2. Upon the registration of enterprises with no rights of legal persons (personal enterprises, partnerships and limited partnerships), the following additional information shall be furnished:
(1)full names and addresses of owners of the personal enterprise, and of the general members of the partnership (firm's name and location);
(2)full names of limited partners of limited partnerships (firm's name and location);
(3)the amount of contributions of partnership members; and
(4)the date of the acquisition of the status of a partnership under liquidation, and also full names and addresses of liquidators (presented upon the acquisition of the status). 3. For the registration of enterprises with rights of legal persons, public and private joint-stock companies, and state (local government) enterprises, the following information shall be furnished:
(1)date of registration of the bylaws (amendments to the bylaws) of a public or private joint-stock company;
(2)date of approval of amendments to the bylaws of state (local government) enterprise;
(3)amount and composition of authorized capital;
(4)nominal value of shares and their amount according to their kinds and classes;
(5)full names and addresses of board members;
(6)full names and addresses of the chairman of the council of observers and his deputy;
(7)full name and address of the administrative director; and
(8)date of acquisition of the status of an enterprise under liquidation, and the names of its liquidators (name and location of legal persons). 4. On the date of registration of associations of enterprises comprising two or more enterprises, the following information shall be furnished:
(1)list of enterprises-members of the association (names of firms);
(2)the amount of initial contributions made by members of the association of enterprises, if the contract provides for the refunding of contributions to the members withdrawing from the association;
(3)the amount of current contributions made by the members of the association of enterprises; and
(4)full names and addresses of managers of the association of enterprises. 5. For the registration of offices of enterprise representatives, and of subsidiaries, the following information shall be furnished:
(1)the name (firm's name) and location of the state (local government) enter-prise, joint-stock company or partnership; and
(2)full names and addresses of managers (chairman, president of the board, or members or authorized members having the right of full representation). Article 5. Registration Documents The following documents must be lodged with the Registrar:
(1)application for the registration of an enterprise;
(2)act on the establishment of state (local government) enterprise;
(3)contracts (or copies thereof) of the incorporation of a public or private company, or the formation of an association of enterprises, or a partnership;
(4)account of the incorporation of a corporation, and a statement on the account by the inspector of the corporation;
(5)balance sheets of a public or private company if required by the laws of the Republic of Lithuania;
(6)bylaws (amendments to the bylaws), or copies thereof, of the public or close corporation, state (local government) enterprise, subsidiaries and offices of enterprise representatives;
(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, ecological certificate-license, if prescribed by laws of the Republic of Lithuania;
(9)license to engage in commercial-economic activities issued by a local government, if the enterprise is registered with the Ministry of Economics of the Republic of Lithuania; and
(10)certificate of the allotment of the plot of land to the enterprise, provided that said plot of land is found necessary for its economic activities. Article
  1. Standard of the Register The code of document classifications used in the Register and the information code must correspond to the standards of the Republic of Lithuania. Article
  2. Use of the Documents and Information of the Register
  3. All legal and natural person shall have the right to use the Register documents and information for a prescribed fee.
  4. Every month local governments of the higher level shall publish in the local press information concerning the registration of newly established enterprises, and the removal of enterprises from the register. Some information (except the information concerning individual enterprises and partnerships) shall be published in the national press by the Ministry of Economics of the Republic of Lithuania. The announcement shall contain the name of the enterprise, the character of its activities, its founders and the amount of authorized capital.
  5. During the examination of a case in court, persons may not ground their demands or objections on their ignorance of the fact of registration (removal from the register) of an enterprise if the fact of its registration (removal from the register) has been publicly announced.
  6. The registrar 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
  7. Registration Certificate An enterprise registered in the register shall be issued a certificate in the form prescribed by the Ministry of Economics of the Republic of Lithuania and shall be assigned the number (code) of the register. Within two years after the enactment of this Law, the certificate for the enterprise registered with the Ministry shall be signed by the Minister of Economics or his deputy. A regional manager or town mayor or their respective deputies shall sign the certificate and assign the number (code) of the register for enterprises registered with local government. Upon the expiration of the two-year period after the enactment of this Law, the right to issue the certificates and to assign the number (code) of the register shall be transferred to the registrar. Article
  8. Powers of the Registrar
  9. If circumstances precluding registration arise after registration, the registrar shall be authorized to prescribe the period of time (no less than 15 days) for the founder (owner) to eliminate the circumstances obstructing the registration. If the shortcomings are not removed within the prescribed period, the registrar shall be authorized to annul the registration.
  10. If an erroneous record is made in the register, the registrar shall have the right to make changes in the record.
  11. Having made changes in the record, the registrar must within 3 days notify the founder (owner) thereof.
  12. The registrar shall be prohibited from making corrections in the lodged information and documents or from demanding the corrections be made by the bearer, if the bylaws of the enterprise or the contract on its establishment do not contradict the law.
  13. Disputes related to the annulment of or changes in the registration record fall within the jurisdiction of court. Article
  14. Registration Fee
  15. Required registration fee paid by the founder (owner) shall be:
(1)100 rubles for individual enterprises, their subsidiaries, and offices of enterprise representatives;
(2)200 rubles for general and limited partnerships and their subsidiaries;
(3)0.1 percent of the total amount of the authorized capital, but not less than 200 rubles, for public and private companies, and state enterprises;
(4)400 rubles for associations of enterprises and other amalgamations; and
(5)100 rubles for the registration of bylaws of public and private companies, and state enterprises, and the registration of establishment contracts for partner-ships, and 20 rubles for making changes in the record.
  1. Required fee for the registration of a foreign enterprise (with the exception of USSR enterprises) and for the registration (reregistration) of its bylaws shall be 100 and 50 US dollars (or other convertible currency according to the ex change rate valid at the moment of registration), respectively.
  2. Required fee for the registration of a joint venture (with the exception of a joint venture founded with the USSR) shall amount to 50 percent of the fee prescribed by paragraphs
(2)and
(1)of this Law, respectively.
  1. The amount of the required fee for amendments to the registration record or incorporation agreement shall be 20 percent of the prescribed registration fee. For the reregistration of an enterprise the total amount of the registration fee shall be paid.
  2. The Ministry of Finance of the Republic of Lithuania shall reassess registration fees in accordance with the official price index.
  3. For the monthly (one time) use of information contained in the register of enterprises, legal and natural persons of the Republic of Lithuania shall pay the fee of 25
(5)rubles, and foreign citizens (with the exception of USSR citizens) - 10
(3)US dollars (or any other convertible currency in accordance with the exchange change rate valid at the moment of record usage).
  1. On the territory of local governments expenses, related to the founding, maintenance and liquidation of the register with the aim of implementing functions prescribed by law, shall be reimbursed from the budgets of local governments of the higher level, on the territory of the Republic from the State Budget of Lithuania. Article
  2. Liquidation of the Register
  3. The register shall be liquidated in accordance with the decision of the Government of the Republic of Lithuania.
  4. In the event of liquidation, the information contained in the register shall be transferred to the State Archives or to the newly-appointed registrar in accordance with the procedure established by law. VYTAUTAS LANDSBERGIS President Supreme Council Republic of Lithuania Vilnius 31 July 1990 No.I-440

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