Government of the Republic of Lithuania

Government of the Republic of Lithuania Official translation Government of the Republic of Lithuania RESOLUTION 13 July 2000 No. 827 Vilnius On the Approval of the Procedure of Submission of Documents Required for the Registration of Branches and Representative Offices of Enterprises Invoking Articles 24 and 25 of the Law of the Republic of Lithuania on Enterprises (Official Gazette, 1990, No. 14-395; 1999, No. 108-3129) and Article 16 of the Law of the Republic of Lithuania on Investment (Official Gazette, 1999, No. 66-2127), the Government of the Republic of Lithuania has resolved:

1. To approve the Procedure of Submission of Documents Required for the Registration of Branches and Representative Offices of Enterprises (appended).
2. To repeal the following documents: 2.
3. The Resolution of the Government of the Republic of Lithuania of 14 September 1995 No. 1220 “On the Documents Certifying the Origin of Foreign Capital” (Official Gazette, 1995, No. 77-1792); 2.
4. The Resolution of the Government of the Republic of Lithuania of 27 September 1995 No. 1281 “On the Establishment, Activities and Liquidation Procedure of Representative Offices of Enterprises” (Official Gazette,
5. No. 81-1862); 2.
6. The Resolution of the Government of the Republic of Lithuania of 17 April 1996 No. 463 “On the Supplement to the Resolution of the Government of the Republic of Lithuania of 27 September 1995 No. 1281 “On the Establishment, Activities and Liquidation Procedure of Representative Offices of Enterprises” (Official Gazette, 1996, No. 36-906); 2.
7. Resolution of the Government of the Republic of Lithuania of 27 March 1997 No. 279 “On the Amendment to the Resolution of the Government of the Republic of Lithuania of 27 September 1995 No. 1281 “On the Establishment, Activities and Liquidation Procedure of Representative Offices of Enterprises” (Official Gazette, 1997, No. 28-673). Prime Minister Andrius Kubilius Minister of Transport and Communications acting for the Minister of the Economy Rimantas Didþiokas APPROVED by the Resolution of the Government of the Republic of Lithuania of 13 July 2000 No. 827 PROCEDURE OF SUBMISSION OF DOCUMENTS REQUIRED FOR THE REGISTRATION OF BRANCHES AND REPRESENTATIVE OFFICES OF ENTERPRISES I GENERAL PROVISIONS
8. The Procedure shall regulate submission of data and documents required for the registration (removal from the Register) of branches and representative offices of enterprises of the Republic of Lithuania, for changing/replacing and supplementing the data and documents. The affiliates (branches) and representative offices of banks shall be registered in accordance with this procedure unless the Law of the Republic of Lithuania on Commercial Banks and other legal acts establish otherwise.
9. The enterprises of the Republic of Lithuania, the Register whereof is administered by the Ministry of the Economy, as well as foreign enterprises shall submit registration documents of their branches and representative offices with the executive institutions of local government of the locality where the branch or representative office has its seat. Documents for the registration of branches (sub-branches) and representative offices of banks of the Republic of Lithuania and foreign states shall be submitted with the Bank of Lithuania. In this Procedure the Ministry of the Economy, the Bank of Lithuania and executive institutions of local government shall be referred to as the Administrators of the Register, whereas Lithuanian and foreign enterprises and banks shall be referred to as the founders.
10. Acting in compliance with the Law of the Republic of Lithuania on the Register of Enterprises and other legal acts, the Administrator of the Register shall: 3.
11. assign the branch or the representative office the Register number (code); 3.
12. issue the registered branch or representative office with the certificate of registration in the form established by the Chief Administrator of the Register - the Department of Statistics under the Government of the Republic of Lithuania; 3.
13. replace the certificate of registration upon the occurrence of changes in the data relating to the founder, or to the branch or representative office, recorded in the registration certificate; 3.
14. administer and store all documents and data submitted by the registered branch or representative office; 3.
15. not later than within 5 days after the registration of the branch or the representative office, changing/replacement or supplementing of the data or documents and removal of the branch or representative office from the Register transmit the registration data by electronic mail to the Chief Administrator of the Register - the Department of Statistics under the Government of the Republic of Lithuania.
16. The Register Administrator shall, at the founder's choice, place the documents specified in paragraph 8 hereof, relating to the foreign enterprise or foreign bank which has established more than one branch in the Republic of Lithuania, only in one file with the documents concerning the branch, whereas the files of the other branches shall have a reference to the name, Register number (code) and Register Administrator of the branch the file of documents whereof contains the above-mentioned documents relating to the foreign enterprise or bank.
17. The submitted documents must be in the Lithuanian language. If the document is translated from a foreign language, it must be submitted in the language of the original, accompanied by its translation certified by the translator's signature. The translator's signature must be notarised.
18. The transcripts from or copies of registers, transcripts from registration certificates and bylaws must be legalised in the manner prescribed by laws. Documents of foreign states that have acceded to the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (concluded in Hague on 5 October 1961) must be verified by an attached apostille. Documents of the states which are not parties to the aforementioned Convention shall be legalised based on the instruction for the legalisation of consular documents presented by the Ministry of Foreign Affairs. Documents presented from the foreign states with which bilateral treaties on legal assistance and legal relations in civil, family and criminal cases have been concluded and are in effect shall not be subject to legalisation; copies of such documents shall be notarised. II. DOCUMENTS PRESENTED FOR THE REGISTRATION OF BRANCHES AND REPRESENTATIVE OFFICES
19. The following documents shall be submitted for the registration of branches and representative offices: 7.
20. application for registration of the branch or representative office containing the following registration data: 7.1.
21. accurate full name of the branch or representative office: 7.1.
22. address, telephone and fax numbers of the seat of the branch or representative office; 7.1.
23. type of activities of the branch; 7.1.
24. duration of activities of the branch or representative office; 7.1.
25. economic year of the branch; 7.1.
26. name, surname, address, personal code number of the manager of the branch, powers granted to him and the duration thereof; 7.1.
27. accurate full name of the founder, its registration number (code number); 7.1.
28. type and legal status of the founder's enterprise; 7.1.
29. address of the founder's headquarters; 7.1.
30. members of the founder's management bodies, who are authorised to represent the founder in the relations with third parties and in court or take part in management of the founder's enterprise as well as the founder's permanent representatives for the enterprises activities, specifying whether the said persons may represent the founder acting separately or whether they must act jointly. The following data shall be submitted about the said persons: name, surname, address and personal code number, the powers granted to them and the duration of the said powers; 7.
31. bylaws of the branch; 7.
32. a document confirming the decision by the founder’s competent management body to establish a branch or representative office, whereby the manager of the branch or representative office is appointed and the bylaws of the branch are approved; 7.
33. a notarised copy of the certificate of the founder’s registration in the Register of Enterprises of the Republic of Lithuania or a copy of the certificate of registration of the foreign founder or a transcript from the Register where the foreign founder’s file is in safekeeping, certified according to the procedure laid down in paragraph 6; 7.
34. the licence to engage in economic-commercial activities issued by the municipality, if the branch is registered with the Ministry of the Economy; 7.
35. a notarised copy of the contract for the lease of premises, loan for use contract or any other contract in which the owner’s consent to allot the premises owned by him to house the seat of the branch or representative office is recorded. Where the branch or representative office is registered in the premises owned by the founder, a copy of the title document shall be presented; 7.
36. a document certifying payment of the stamp duty for the registration of the branch or representative office; 7.
37. a notarised copy of the document certifying the name of the branch or representative office issued by the State Patent Bureau; 7.
38. A notarised copy of the licence to establish a branch of the insurance company, issued by the State Insurance Supervisory Authority under the Board of the Ministry of Finance.
39. The following documents shall be attached to those specified in paragraph 7 in order to register branches of foreign enterprises and banks: 8.
40. copies of the founder’s bylaws or other documents of incorporation and of all amendments to the said documents, certified in the manner laid down in paragraph 6; 8.
41. in case of registration of a bank branch (sub-branch) or representative office - a document evidencing the right to engage in banking activities; 8.
42. documents in which the character of the founder’s activities is specified and the place of the founder’s economic activities is indicated, where the above is not referred to in the documents listed in paragraph 8.1.; 8.
43. information about the founder’s authorised (subscribed) capital where the said information is not given in other documents submitted to the Administrator of the Register; 8.
44. information relating to the law of the foreign state, regulating the founder’s activities (name, date of enactment); 8.
45. the founder’s financial statements for the preceding year, which the enterprise must present according to the requirements of its home country’s laws.
46. The list of foreign countries the branches and representative offices of enterprises or banks whereof may be exempted from the requirements of paragraphs 8.3-8.5 may be approved by the decision of the Chief Register Administrator - the Department of Statistics under the Government of the Republic of Lithuania, agreed with the Ministry of Foreign Affairs.
47. The Administrator of the Register shall within 15 days of the submission of the documents adopt a decision on the registration of the branch or representative office. III. DOCUMENTS TO BE SUBMITTED FOR THE REGISTRATION OF CHANGES IN AND SUPPLEMENTS TO THE DATA AND DOCUMENTS
48. If changes are made in the registration data of the branch or representative office, also bylaws or other data and documents specified in paragraphs 7 and 8, the manager of the branch or representative office must file an application for the registration of changes in the data. The application must be accompanied by the following documents: 11.
49. decision of the founder’s competent management body to make changes in the registration data or documents of the branch or representative office, where such a decision is required for changing the data or documents; 11.
50. full text of the changed bylaws if changes are made in the bylaws; 11.
51. other documents confirming changes in the data.
52. In order to register changes in and supplements to the Register data or documents, the manager of the branch or representative office must file an application with the Register Administrator within 15 days of adoption of the decision to make changes in the data or documents or approval or registration of the changes, where the approval or registration of the data or documents is prescribed by the laws of the Republic of Lithuania or foreign state.
53. The branches of foreign enterprises and foreign banks must every year within 15 days of the approval of the documents present to the Register Administrator the founder’s financial statements, which the founder must present to the Register Administrator according to the statutory requirements of its home country. The financial statements shall contain data about the authorised (subscribed) capital of the founder. If the above-said documents are not in conformity with the requirements of the EU law, financial statements of the appropriate branch of the foreign enterprise or foreign bank, drawn up in accordance with the statutory requirements of the foreign state and statutory requirements of the Republic of Lithuania shall be presented.
54. Where the founding enterprise is reorganised in such a manner that its rights and obligations are transferred to one or several enterprises, the manager of the enterprise branch or representative office shall submit to the Register administrator: 14.
55. documents confirming the data of commencement of the reorganisation, the reasons for reorganisation and the method of reorganisation; 14.
56. the date of completion of reorganisation; 14.
57. documents specified in paragraphs 7.1, 7.3, 7.7 and 8.1 to 8.
58. IV. DOCUMENTS SUBMITTED FOR HAVING THE BRANCH OR REPRESENTATIVE OFFICE REMOVED FROM THE REGISTER
59. A branch or a representative office shall be removed from the Register if: 15.
60. the founder of the branch or representative office is in liquidation or has filed for bankruptcy; 15.
61. the founder adopts a decision to terminate the activities of the branch or representative office; 15.
62. state institutions adopt a decision regarding the removal from the Register of the branch of the foreign enterprise or foreign bank or representative office following violation of the laws of the Republic of Lithuania by the above-mentioned entities.
63. If the founder is in liquidation or has filed for bankruptcy, the Register Administrator shall be presented the below listed documents within 15 days after the adoption of the decision regarding the liquidation of the founder or after the effective date of the court order to institute bankruptcy proceedings (in case of the application of extrajudicial bankruptcy procedure - following the adoption of the decision by the creditors’ meeting): 16.
64. documents confirming the date of the beginning of liquidation, the decision of the competent body of the founder; 16.
65. documents confirming the date and reasons of bankruptcy proceedings against the founder or any other procedure related to the founder’s insolvency; 16.
66. the date of acquisition of the status of the enterprise in liquidation; 16.
67. names, surnames, address, personal code numbers of the liquidators who are natural persons or names and seat of the liquidators that are legal persons; 16.
68. documents confirming the powers of the founder’s liquidators; 16.
69. documents confirming the termination of the founder’s liquidation procedure.
70. The following documents shall be presented to the Register Administrator in order to have a branch or representative office of the enterprise of the Republic of Lithuania as well as a branch (sub-branch) of the bank of the Republic of Lithuania removed from the Register: 17.
71. an application for the removal of the branch or representative office from the register; 17.
72. a document confirming the decision of the founder's competent management body regarding the termination of activities of the branch or representative office; 17.
73. certificates issued by the banks regarding the closure of accounts; 17.
74. a document (receipt) issued by the police commissariat certifying that the seal has been destroyed; 17.
75. a legal document on the termination of activities of the branch or representative office; 17.
76. copies of public announcements regarding the termination of activities of the branch or representative office; 17.
77. the original of the branch or representative office registration certificate.
78. In order to have a branch of a foreign enterprise or a foreign bank branch or representative office removed from Register, in addition to the documents specified in paragraph 17, the Register Administrator shall also be submitted the following documents: 18.
79. a certificate issued by the state territorial tax inspectorate regarding the fulfilment of all obligations to the budget; 18.
80. a certificate issued by the Board of the State Social Insurance Fund (or its territorial branch) that the settlement with the Board has been effected; 18.
81. a certificate regarding the transfer of archival documents for further safekeeping.
82. Having received the documents specified in paragraphs 17 and 18, the Register Administrator shall within 15 days remove the branch or representative office from the Register.
83. Having removed the branch or representative office from the Register, the Register Administrator shall within 3 working days notify the founder thereof in writing.