← Lietuva

LIETUVOS RESPUBLIKOS

LIETUVOS RESPUBLIKOS REPUBLIC OF LITHUANIA LAW ON EUROPEAN COOPERATIVE SOCIETIES 15 June 2006 – No X-696 (As last amended on 15 December 2009 – No XI-566) Vilnius Article

  1. Objective and Purpose of the Law
  2. This Law shall regulate the formation, management, conversion of the legal persons whose legal form is a European cooperative society as well as transfer of the registered office thereof.
  3. This Law shall ensure the application of Council Regulation (EC) on the Statute for a European Cooperative Society (SCE) (hereinafter referred to as the “Regulation”) as listed in the Annex to this Law.
  4. The European cooperative societies which have their registered office in the Republic of Lithuania shall be governed mutatis mutandis by the legal norms of the Republic of Lithuania regulating cooperative societies (cooperatives) and public limited liability companies to the extent that the Regulation permits and the Regulation, this Law and other legal acts regulating European cooperative societies do not establish otherwise. Article
  5. Transfer of the Registered Office of a European Cooperative Society to Another State
  6. A decision on the transfer of the registered office of a European cooperative society may not be taken by secret ballot. A document attesting to a decision taken by the general meeting of a European cooperative society on the transfer of the registered office of the European cooperative society must, not later than within 5 days of the taking of the decision at the general meeting, be submitted to the manager of the legal entities register.
  7. A proposal of the management or administrative organ regarding the transfer of the registered office of a European cooperative society must be publicised in a source referred to in the statutes 3 times at the intervals not less than 30 days or publicised in a source referred to in the statutes once and notified to all creditors of the European cooperative society in writing. The publication and the notice must state the name, registered office and number of the European cooperative society, the data listed in Article 7

(2)(
  1. a)and (
  2. e)of the Regulation, where and when the documents listed in Article 7
(4)of the Regulation could be examined.
  1. A proposal on transfer of the registered office of a European cooperative society must be submitted to the manager of the legal entities register not later than on the first day of publication of the transfer proposal in a source referred to in the statutes.
  2. A European cooperative society shall acquire the status of a European cooperative society whose registered office shall be transferred after a proposal on transfer of the registered office of the European cooperative society is made public by the manager of the legal entities register.
  3. Rights of creditors of a European cooperative society whose registered office shall be transferred shall be protected mutatis mutandis by the legal norms of the Republic of Lithuania regulating protection of the rights of creditors of a legal person under reorganisation.
  4. The Ministry of Justice shall, in accordance with the procedure laid down by the Government, have the right to oppose transfer of the registered office of a European cooperative society to another state where such a transfer of the registered office of the European cooperative society would harm public interest.
  5. The Bank of Lithuania shall, in accordance with the procedure laid down by the legal acts regulating its activities, have the right to oppose transfer of the registered office of a European cooperative society to another state where the European cooperative society is supervised by the Bank of Lithuania.
  6. Disputes regarding transfer of the registered office to another state shall be settled in court. Article
  7. Formation of a European Cooperative Society
  8. The Ministry of Justice shall, in accordance with the procedure laid down by the Government, have the right to oppose participation of a cooperative society (cooperative) in the formation of a European cooperative society by way of merger as referred to in the fourth indent of paragraph 1 of Article 2 of the Regulation where this could harm public interest. Disputes regarding participation of a cooperative society (cooperative) in the formation of a European cooperative society by a merger shall be settled in court.
  9. The taking of a decision on the approval of the draft terms of merger by the meeting of a cooperative society (cooperative) pursuant to Article 27 of the Regulation shall be governed mutatis mutandis by the legal norms of the Republic of Lithuania regulating the taking of a decision regarding reorganisation of a cooperative society (cooperative) by the meeting. The draft terms of merger may not be approved by secret ballot.
  10. In the case of formation of a European cooperative society by conversion of a cooperative society (cooperative) into a European cooperative society as referred to in the fifth indent of paragraph 1 of Article 2 of the Regulation, the draft terms of conversion of the cooperative society (cooperative) as drawn up by the board (where the board is not formed – by the head of the administration) of the cooperative society (cooperative) to be converted must include at least the following particulars: 1) the information specified in Article 2.44 of the Civil Code of the Republic of Lithuania; 2) the name, registered office and legal form of a legal person of the new form – the European cooperative society; 3) the allotment of shares of the cooperative society (cooperative) to be converted and payments to members of the cooperative society (cooperative); 4) the special rights granted to an audit firm performing an assessment as specified in Article 35
(5). 4. A report certifying that the requirements of Article 35
(5)of the Regulation are respected shall be drawn up by an audit firm wherewith a cooperative society (cooperative) shall enter into an agreement.
  1. When converting a cooperative society (cooperative) into a European cooperative society, paragraphs 3, 4, 5 and 6 of Article 5 of this Law shall apply mutatis mutandis. Article
  2. Management of a European Cooperative Society
  3. The registered office of a European cooperative society as indicated in the legal entities register must be the same as the head office thereof.
  4. The number of members of the management or administrative organ of a European cooperative society may not be less than
  6. The number of members of the supervisory organ of a European cooperative society may not be less than 3 and may not exceed
  8. The management or supervisory organ must, in accordance with the procedure laid down in the statutes of a European cooperative society, appoint a member of the management organ, or the administrative organ must, in accordance with the procedure laid down in the statutes of the European cooperative society, appoint a member of the administrative organ who shall be in charge of the management of the European cooperative society in the same manner as the head of the administration of a cooperative society (cooperative) is in charge according to legal norms of the Republic of Lithuania. Article
  9. Conversion of a European Cooperative Society into a Cooperative Society (Cooperative)
  10. The draft terms of conversion of a European cooperative society as drawn up by the management or administrative organ of the European cooperative society to be converted must include at least the following particulars: 1) the information specified in Article 2.44 of the Civil Code of the Republic of Lithuania; 2) the name, registered office and legal form of a legal person of the new form – a cooperative society (cooperative); 3) the allotment of shares of the European cooperative society to be converted and payments to members of the European cooperative society; 4) the special rights granted to an audit firm performing an assessment as specified in Article 76
(5). 2. A report certifying that the requirements of Article 76
(5)of the Regulation are respected shall be drawn up by an audit firm wherewith a European cooperative society shall enter into an agreement.
  1. Statutes of a cooperative society (cooperative) or a report of the administrative organ must be drawn up together with the draft terms of conversion.
  2. The draft terms of conversion must be submitted to the manager of the legal entities register not later than on the first day of publication of the draft terms of conversion drawn up in a daily referred to in the statutes. A report drawn up by an audit firm and a report of the management or administrative organ must be submitted to the manager of the legal entities register together with the draft terms of conversion.
  3. A European cooperative society shall acquire the status of a European cooperative society to be converted after the drawing up of the draft terms of conversion is made public by the manager of the legal entities register.
  4. A document attesting to a decision taken by the general meeting of a European cooperative society on the conversion of the European cooperative society must, not later than within 5 days, be submitted to the manager of the legal entities register. Article
  5. Categories of Transactions Requiring a Decision of the General Meeting A European cooperative society’s statutes must list the following categories of transactions requiring a decision of the general meeting: 1) a decision on the acquisition, transfer or lease of a portion of long-term assets exceeding 1/10 of the value of the equity capital of the European cooperative society; 2) a decision on standing surety for or guaranteeing of obligations of other economic entities or pledge of assets or taking and granting of long-term loans, where the amount of such a transaction exceeds 1/10 of the value of the equity capital of the European cooperative society. Article
  6. Rights and Duties of the Manager of the Legal Entities Register
  7. The manager of the Legal Entities Register shall issue the certificates referred to in Article 7
(8)and Article 29
(2)of the Regulation. 2. A common audit firm which shall assess the draft terms of merger pursuant to Article 26
(2)of the Regulation must be approved by the manager of the Legal Entities Register.
  1. The manager of the Legal Entities Register shall ensure the publication of data and documents of a European cooperative society and the branches as well as representative offices of the European cooperative society, also submission of the notices about the European cooperative society as referred to in the Regulation to the Office for Official Publications of the European Communities.
  2. The manager of the Legal Entities Register shall be responsible for the provision of information pursuant to Article 73
(5)of the Regulation. Article 8. Proposals to the Government The Government shall, by 1 July 2006: 1) supplement regulations of the Legal Entities Register with the norms required to ensure the application of this Law and the Regulation; 2) lay down the procedure for implementing provisions of Article 2
(6)and Article 3
(1)of this Law. Article
  1. Entry into Force of the Law This Law, except for Article 8, shall enter into force on 18.08.
  2. I promulgate this Law passed by the Seimas of the Republic of Lithuania. PRESIDENT OF THE REPUBLIC VALDAS ADAMKUS Annex to the Republic of Lithuania Law on European Cooperative Societies EU LEGAL ACT IMPLEMENTED BY THE LAW ON EUROPEAN COOPERATIVE SOCIETIES Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE). Official Journal of the European Union, 2004 special edition: Chapter 17 Volume 01 P. 280.

🔗 Į oficialų šaltinį

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