← Lietuva

Redagavo: Ramunė Lūžaitė (1997

Redagavo: Ramunė Lūžaitė (1997 OFFICIAL TRANSLATION REPUBLIC OF LITHUANIA LAW ON CHARITY AND SPONSORSHIP FUNDS March 1996 No I-1232 Vilnius (As amended on 13 January 2004 – No IX-1940) CHAPTER ONE GENERAL PROVISIONS Article

  1. Purpose of the Law
  2. This Law shall regulate the establishment, management and activities of those legal persons who enjoy the legal status of a charity or sponsorship fund (hereinafter referred to as the “fund”) as well as the peculiarities of their restructuring and dissolution (reorganisation and liquidation).
  3. This Law shall not apply to credit institutions and insurance organisations which carry the name of a fund as well as to those funds which are established under separate laws or international treaties with other states and international organisations and which are governed by the terms and conditions of a treaty. Article
  4. Concept of a Fund
  5. A fund is a public legal person of limited civil liability having its own name and the objective of providing charity and/or sponsorship and other support, in accordance with the procedure laid down in the Law on Charity and Sponsorship of the Republic of Lithuania (hereinafter referred to as the “Law on Charity and Sponsorship”) and this Law, to legal and natural persons in the fields of science, culture, education, arts, religion, sports, health care, social care and assistance, environmental protection as well as in other fields recognised as selfless and beneficial to society.
  6. The name of the fund shall contain the words “charity” or “sponsorship” or “charity and sponsorship”.
  7. The registered office of the fund shall be situated in the Republic of Lithuania.
  8. The fund shall maintain at least one bank account. Article
  9. Basis for Fund Activities The fund shall act in conformity with the Constitution of the Republic of Lithuania (hereinafter referred to as the “Constitution”), the Civil Code of the Republic of Lithuania (hereinafter referred to as the “Civil Code”), the Law on Charity and Sponsorship, this Law and other laws as well as Government resolutions and its own articles of association. CHAPTER TWO ESTABLISHMENT AND REGISTRATION OF FUNDS Article
  10. Founders
  11. The founders of a fund may be legal and natural persons who have concluded a memorandum of association and who have undertaken, prior to the fund’s registration in the Legal Entities’ Register, an obligation to make monetary or property contributions and provide services to the fund. Where the fund is established by a single person, he shall execute a founding act, instead of a memorandum of association, subject to the requirements applied to the memorandum of association.
  12. Persons who cannot be the providers of sponsorship under the Law on Charity and Sponsorship may not be the founders of a fund.
  13. The memorandum of association (founding act) of the fund shall be signed by all of its founders.
  14. All founders of the fund shall become its stakeholders as of the date of the fund’s registration in the Legal Entities’ Register.
  15. The founders of a fund shall draft, prior to the fund’s registration in the Legal Entities’ Register, its articles of association and convene a founding meeting to adopt the articles of association and set up at least one managing body.
  16. A person specified in the memorandum of association (founding act) or authorised by the founding meeting shall act on behalf of the established fund. Article
  17. Memorandum of Association
  18. The following shall be indicated in the fund’s memorandum of association (founding act): 1) the founders (full names, personal identification codes and addresses of natural persons, business names and identification codes of legal persons as well as their registered offices, full names or business names and personal identification codes (identification codes) of their representatives); 2) the name of the fund; 3) property and non-property obligations of the founders; 4) the fund’s objectives; 5) the date of the memorandum of association (founding act).
  19. The memorandum of association (founding act) may also specify: 1) the procedure of compensation of founding costs; 2) the procedure of settlement of disputes between the founders; 3) persons who have the right to represent the fund, their rights and powers; 4) the procedure for convening a founding meeting and the procedure of adopting decisions by the founding meeting; 5) other provisions that do not contravene this Law and other laws. Article
  20. Registration and Data in the Legal Entities’ Register
  21. The fund shall be registered in the Legal Entities’ Register in accordance with the procedure laid down in legal acts.
  22. The fund may be registered only after its memorandum of association (founding act) has been concluded, its founding meeting has been convened, its articles of association have been adopted, at least one of its managing bodies has been set up and other obligations stipulated in the memorandum of association (founding act) have been fulfilled.
  23. The following documents shall be submitted to the Legal Entities’ Register for the registration of a fund: memorandum of association (founding act) and articles of association of the fund as well as other documents specified in Article 2.64 of the Civil Code.
  24. The fund shall be deemed to be established as of the date of its registration in the Legal Entities’ Register.
  25. In addition to the data listed in Article 2.66 of the Civil Code, the Legal Entities’ Register shall also include the following information concerning the fund: 1) period of activity, if limited; 2) dates of the beginning and end of the financial year. CHAPTER THREE MANAGEMENT OF THE FUND Article
  26. Bodies of the Fund
  27. The fund shall hold general meetings of stakeholders and shall set up a managing body (single-person and/or collegiate).
  28. The fund may also set up other structural bodies.
  29. The structure of the fund’s bodies, the scope of their competence, the procedure of convening meetings and adopting decisions shall be set out in the articles of association.
  30. Members of the fund’s collegiate bodies stipulated in the articles of association, which are not its managing bodies, shall not be remunerated for their activities.
  31. Minutes shall be made of all meetings of stakeholders and collegiate bodies . Article
  32. General Meeting of Stakeholders
  33. The general meeting of stakeholders shall be the supreme governing body of the fund. Where the fund has only one stakeholder, his written decisions shall be equal to the decisions of a general meeting of stakeholders.
  34. The general meeting of stakeholders shall: 1) amend the fund’s articles of association; 2) make decisions on the removal of stakeholders from the fund and conferring stakeholder rights to supporters; 3) elect (appoint) and remove members of a collegiate managing body and single-person managing body, the chairman of a collegiate managing body and the auditor, unless otherwise provided by the articles of association; 4) elect (appoint) and remove members of other collegiate bodies, where such bodies are stipulated in the fund’s articles of association and where the articles do not provide otherwise; 5) approve the annual financial accounts of the fund; 6) decide on the restructuring or dissolution (reorganisation or liquidation) of the fund; 7) decide on the establishment of other legal persons or becoming member of other legal persons, unless otherwise provided by the articles of association.
  35. The general meeting of stakeholders shall also decide on other issues falling within the scope of its competence as prescribed by this Law and the articles of association, unless they fall within the scope of competence of other bodies of the fund or constitute, in substance, the functions of a managing body.
  36. The general meeting of stakeholders shall not have the right to delegate the issues falling within the scope of its competence to other bodies of the fund, except for the cases referred to in subparagraphs 3, 4 and 7 of Article
  38. All of the stakeholders shall have the right to vote at the general meeting of stakeholders, each of the stakeholders having one vote. Where the fund has only one stakeholder, his written decisions shall be equal to the decisions of a general meeting of stakeholders.
  39. Members of the managing bodies and other collegiate bodies of the fund, where they are not the fund’s stakeholders, may attend a general meeting of stakeholders without the right to vote.
  40. The general meeting of stakeholders shall be convened in accordance with the procedure laid down in the articles of association.
  41. The general meeting of stakeholders may adopt decisions if more than ½ stakeholders of the fund are present, unless otherwise provided by the articles of association. A decision of the general meeting of stakeholders shall be deemed to have been adopted, except for the decisions referred to in subparagraphs 1 and 6 of paragraph 2 of this Article and also in those cases where members of collegiate bodies are elected, if the number of the votes in favour cast by the stakeholders participating in the vote is greater than the votes cast against (persons abstaining in a vote shall not be counted, i.e. they shall be considered as not participating in the vote), unless the articles of association provide for a higher majority. The decisions referred to in subparagraph 1 and 6 of paragraph 2 of this Article shall be adopted by at least 2/3 of the votes cast by the stakeholders present at the meeting. Where members of collegiate bodies are appointed (elected), decisions shall be adopted in accordance with the procedure laid down in the articles of association.
  42. Where a general meeting of stakeholders fails to meet the quorum, the meeting shall be reconvened in accordance with the procedure laid down in the articles of association which shall have the right to adopt decisions on the issues included into the agenda of the failed meeting irrespective of the number of stakeholders present at the meeting.
  43. The general meeting of stakeholders may be convened by the decision of a court in the event that it was not convened in accordance with the procedure laid down in the articles of the association and a stakeholder or a managing body of the fund have applied to the court. Article
  44. Managing Bodies
  45. The managing body shall act on behalf of the fund in respect of relations with other persons and it shall also conclude transactions on behalf of the fund.
  46. In addition to performing the functions specified in Article 2.82 of the Civil Code, the managing body shall hire and dismiss employees, conclude employment contracts, prepare a report on the fund’s activities and present it to the general meeting of stakeholders, allocate funds for charity and sponsorship, confirm the valuation of property contributions, analyse the results of the fund’s activities, estimates of income and expenditure, the findings of audits, stocktaking and other inventory records, publish or arrange the publication of public information, organise voluntary work in accordance with the procedure established by the Government as well as deal with other issues within the scope of its competence as prescribed by this Law and the articles of association. The managing body shall also adopt decisions on the establishment of branches and representative offices as well as on the termination of their activities and shall approve their regulations, unless otherwise provided by the articles of association.
  47. Where several managing bodies are set up within a fund, the articles of association shall determine the scope of competence for each such body.
  48. Members of a managing body may be remunerated for carrying out its work.
  49. Natural persons who are members of the fund and natural persons nominated by the fund’s stakeholders who are legal persons may be members of a collegiate managing body. The articles of association of the fund may stipulate additional requirements for members of a collegiate managing body.
  50. A collegiate managing body may adopt decisions if more than ½ members are present at the meeting. Article
  51. Control of Financial Activities
  52. The fund shall inspect its financial activities at the intervals prescribed by its articles of association. The inspections shall be conducted by an examiner or auditor elected by the general meeting of stakeholders for a term set down in the articles of association. Legal or natural persons, except for the founders or stakeholders and except for members of a managing body or employees of the fund, may be examiners (auditors).
  53. An examiner (auditor) shall: 1) inspect the annual accounts of the fund and other accounting records; 2) conduct inspections of the financial activities of the fund if instructed by the meeting of stakeholders or the managing body; 3) report about the violations identified during inspections at the next scheduled general meeting of stakeholders or the next scheduled meeting of the managing body.
  54. The managing body of the fund shall supply the examiner (auditor) with the accounts and records requested by him.
  55. The examiner (auditor) may be remunerated by the fund for the work performed. The amount of remuneration or the terms and conditions of payment shall be set forth by the general meeting of stakeholders. Article
  56. Reporting
  57. The managing body specified in the articles of association shall prepare an annual report on the fund’s activities for the previous financial year and present it to the general meeting of stakeholders within the term set down in the articles of association. The report shall be public. At the request of any legal or natural person, the fund shall make the report available at its registered office or in any other manner.
  58. The report on the fund’s activities shall include: 1) information about the fund’s activities aimed at attaining the objectives specified in the articles of association; 2) the number of stakeholders at the end of the financial year; 3) the annual financial accounts of the fund; 4) the number of the fund’s employees at the end of the financial year.
  59. The report on the fund’s activities may also include other information as prescribed by the general meeting of stakeholders. CHAPTER FOUR ACTIVITIES OF THE FUND Article
  60. Rights and Duties of the Fund
  61. The fund may have and acquire only such civil rights and duties that do not contravene the objectives of the fund indicated in the Civil Code, this Law and its articles of association.
  62. The fund shall have the right to pursue economic and commercial activities which are not prohibited by the law and which do not contravene its articles of association or the purposes of its activity and which are necessary to attain the fund’s objectives. Article
  63. Articles of Association
  64. The articles of association of the fund shall be a document of its formation to be complied with by the fund in its activities.
  65. The following shall be indicated in the fund’s articles of association: 1) the name of the fund; 2) the legal status of the fund: charity or sponsorship fund; 3) the registered office of the fund; 4) the fund’s objectives, defined clearly and in detail, specifying the fields and types of activity; 5) the rights and duties of stakeholders; 6) the procedure of stakeholders’ resignation (removal) and the procedure of conferring the founder’s rights to supporters; 7) the procedure of convening a general meeting of stakeholders and the scope of its competence; 8) managing bodies, the scope of their competence, the procedure of appointing/electing and removing members and chairman (president) of a collegiate managing body, if such is formed, and its term of office; 9) other collegiate bodies, if such are formed, the scope of their competence, the procedure of appointing/electing and removing members and chairman (president) of a collegiate body and its term of office; 10) the procedure of submitting documents and other information about the activities of the fund to its stakeholders if the articles of association do not provide for a separate document to approve such procedure; 11) the procedure of publishing statements and notices subject to which public information is published; 12) the sources of the fund’s income and the procedure of use of the funds, income and assets; 13) the procedure of controlling funds and income as well as the procedure of controlling the fund’s activities; 14) the procedure of amending the articles of association of the fund; 15) the procedure of establishing and liquidating branches and representative offices; 16) the period of the fund’s activity, if limited; 17) the procedure of reorganising, restructuring and liquidating the fund.
  66. The articles of association of the fund shall also contain other provisions concerning the fund’s activities where such provisions do not contravene the Constitution, the Civil Code, this Law and other laws.
  67. The articles of association of the fund shall be signed by a person specified in the memorandum of association (founding act) or authorised by the founding meeting. This person shall sign the articles of association not later than within three days after the founding meeting.
  68. The amended articles of association of an established fund shall be signed by the managing body or a person authorised by the general meeting of stakeholders.
  69. The amendments to the articles of association shall come into force as of the date of their registration in the Legal Entities’ Register. Together with the amendments to the articles of association, the fund shall submit to the Legal Entities’ Register the whole text of the amended articles of association (new version).
  70. The signatures of natural persons who have signed the articles of association shall not be verified by a notary. Article
  71. Stakeholders
  72. The stakeholders of a fund shall be entitled: 1) to attend and vote at a general meeting of stakeholders; 2) have access to the documents of the fund and receive all information in the possession of the fund about its activities; 3) to resign from the fund at any point in time. In this case, the contributions made or other funds and assets transferred by the stakeholder into the fund’s ownership shall not be returned; 4) to other rights prescribed by the legal acts and the articles of association.
  73. Those stakeholders of the fund who have not fulfilled their obligations may be removed as stakeholders, while the supporters of the fund who have undertaken an obligation to allocate funds or provide services to the fund may be granted stakeholder rights. It is only the general meeting of stakeholders that may remove a stakeholder and confer stakeholder rights to a supporter. Where the stakeholder is a single person, he may renounce the status of a stakeholder and delegate his stakeholder rights to a supporter (supporters). Such renouncing of the status of a stakeholder and conferring it to a supporter (supporters) shall be executed in written form. The procedure of removing stakeholders and conferring stakeholder rights to supporters shall be laid down in the articles of association of the fund.
  74. A stakeholder shall act in conformity with the articles of association of the fund. Article
  75. Restrictions of the Fund’s Activities
  76. The fund shall be allowed to transfer the assets and funds managed by the right of ownership or any other right, dispose of them by way of security for its obligations or restrict its right to the management, use and disposal of such assets and funds only in the event that this is done to attain the fund’s objectives indicated in its articles of association (including the purposes of charity and sponsorship specified in the articles of association pursuant to the Law on Charity and Sponsorship).
  77. The fund shall be prohibited, even for the purposes set down in paragraph 1 of this Article: 1) to transfer, free of charge, the fund’s assets into the ownership of stakeholders, members of managing and collegiate bodies, persons employed by the fund on the basis of an employment contract or persons related to the said persons, or third persons, or to transfer such assets to the above mentioned persons under trust or loan for use contracts, except for the purposes of charity and sponsorship specified in the articles of association pursuant to the Law on Charity and Sponsorship); 2) to pay benefits to the founders or stakeholders of the fund in the form of profit participation or to transfer to them a share of the assets of the fund under liquidation where such a share exceeds the stakeholder’s contribution; 3) to distribute in any manner, except as charity and sponsorship pursuant to the Law on Charity and Sponsorship, the fund’s assets and funds, including profits, among the founders of the fund and/or members of its managing bodies, persons employed by the fund on the basis of an employment contract, excluding the payment of wages and salaries, other payments relating to an employment relationship, payments made under copyright contracts and remuneration for services rendered or goods sold; 4) to grant loans, mortgage the fund’s assets (except for cases where such assets are mortgaged by way of security for the obligations of the fund), guarantee, warrant or secure in any other manner the fulfilment of obligations of other persons. This provision shall not apply where loans are borrowed from credit institutions and where the international treaties of the Republic of Lithuania, the laws of the Republic of Lithuania or the legal acts based on the said treaties and laws provide otherwise; 5) to borrow money on interest from the founders or stakeholders of the fund or persons related to them. This provision shall not apply where loans are borrowed from credit institutions; 6) to take on unreasonably high-interest loans from other persons; 7) to purchase goods and services for a manifestly high price, except for cases where charity is provided in this manner to a person who is a charity recipient pursuant to the Law on Charity and Sponsorship; 8) to sell the fund’s assets for a manifestly low price, except for cases where charity is provided in this manner to a person who is a charity recipient pursuant to the Law on Charity and Sponsorship; 9) to establish a legal person of unlimited civil liability in respect of its obligations or to be a member of such a legal person; 10) to perform public administration functions pertaining to the state or municipalities, state or municipal institutions, public officers and public servants, unless otherwise provided by other laws; 11) to perform the functions pertaining to trade unions and religious communities, associations and centres as well as to legal persons, credit unions and other legal persons of a different legal status established pursuant to the canons, statutes or other rules of such communities, associations and centres in order to attain the objectives of the same religion if the said functions may be performed only by legal persons of a specific legal status as indicated in the laws; 12) to participate in political activities, provide support to political parties and political organisations.
  78. The person referred to in subparagraphs 1 and 5 of paragraph 2 of this Article who is related to a stakeholder shall be: 1) the stakeholder’s, who is a natural person, close relative, spouse (cohabitee) or a close relative of the stakeholder’s spouse (cohabitee); 2) a legal person having more than half of the votes in the fund’s stakeholder which is a legal person; 3) a legal person in which the fund’s stakeholder has more than half of the votes, a person specified in paragraphs 1 and 2 of this paragraph or both of the said persons.
  79. The fund shall use the money received as sponsorship as well as other donated money and property for the purposes indicated by the person who donated the money or property if the said person has specified such purposes. The fund shall keep such money in a separate account and shall keep an estimate of expenditure where this is provided for in the legal acts or where the person who donated the money has so requested. The fund may not accept money or other property if the purposes indicated by the person who donated the money or property are other than provided for in the articles of association.
  80. The fund shall refuse to accept funds or property from potential supporters if such supporters or a group of such supporters may use this fact to influence the fund’s activities for their own benefit or the benefit of other persons.
  81. The fund’s supporter may indicate an area where the funds (property) donated by him should to be used, but only within the scope of activities specified in the articles of association. The fund must supply the supporter, at his request, with the information necessary to control the fund’s compliance with the conditions set forth by the supporter.
  82. The fund shall accumulate and keep its funds in banks or other credit institutions. CHAPTER FIVE RESTRUCTURING AND DISSOLUTION OF A FUND Article
  83. Restructuring and Dissolution of Funds
  84. A fund shall be restructured and dissolved (they shall be restructured or liquidated) in accordance with the procedure laid down in the Civil Code.
  85. A fund may not be reorganised and restructured at the same time.
  86. A fund may not be restructured into a political party or political organisation.
  87. The fund’s assets and funds remaining after all of the claims by creditors and claims by stakeholders in respect of a specific share of the fund’s assets which does not exceed a stakeholder’s contribution to the fund have been satisfied shall be transferred, before the fund is removed from the Legal Entities’ Register, to another public legal person or other public legal persons as determined by the meeting of stakeholders or the court which has passed the decision to liquidate the fund.
  88. In addition to the duties specified in this Law and the Civil Code, the liquidator of the fund shall: 1) publish a notice about the liquidation of the fund in a daily newspaper specified in the fund’s articles of association and submit to the Legal Entities’ Register the documents attesting to the decision to liquidate the fund as well as the data concerning the liquidator; 2) to draw up an opening balance sheet for the liquidation; 3) to transfer the remainder of the fund’s assets in accordance with the procedure laid down in this Law; 4) to draw up the fund’s liquidation act. The act of liquidation shall describe the course of the fund’s liquidation and confirm that all of the actions relating to liquidation have been carried out; 5) to deposit the documents for safekeeping in accordance with the procedure laid down in the Law on Archives; 6) to submit to the manager of the Legal Entities’ Register the act of liquidation and other documents necessary to remove the fund from the register. I promulgate this Law passed by the Seimas of the Republic of Lithuania. PRESIDENT OF THE REPUBLIC ALGIRDAS BRAZAUSKAS

🔗 Į oficialų šaltinį

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