1)by reducing the nominal value of shares;
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2)by cancelling the shares.
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3.The reduced statutory capital may not be less than the minimum amount of the statutory capital set in Article 2 of this Law.
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4.Should the General Meeting adopt the decision to reduce the statutory capital for the sole purpose of cancelling the losses shown in the balance sheet of the company, the decision to increase the statutory capital through additional contributions by issuing new shares may be adopted at the same General Meeting.
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5.When reducing the statutory capital, the company must first of all cancel the shares acquired by the company itself or by its subsidiary companies. The nominal value of the remaining shares or the number of shares shall be reduced for all the shareholders in proportion to the nominal value of shares owned by them at the end of the day of registration of the amended Statutes in the Register of Legal Persons. After the registration of the amended Statutes in the Register of Legal Persons the public limited liability company must within one working day submit to the Central Securities Depository of Lithuania the documents required by the Depository for changing the entries in the securities accounts.
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6.A document confirming the decision to reduce the statutory capital must be submitted to the administrator of the Register of Legal Persons within 10 days after the adoption of the decision.
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7.The statutory capital shall be deemed to have been reduced only after the registration of the amended Statutes in the Register of Legal Persons.
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Article 53Notifying of the Reduction of the Statutory Capital and Provision of Safeguards for the Discharge of Obligations
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1.Every creditor of the company must be notified against acknowledgement of receipt or by registered mail of the decision to reduce the statutory capital of the company. Moreover, the decision to reduce the statutory capital must be published in the daily indicated in the Statutes or every shareholder must be notified thereof against acknowledgement of receipt or by registered mail.
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2.While reducing its statutory capital, the company must provide additional safeguards for the discharge of its obligations to each creditor who so requested, except for the cases laid down in paragraph 4 of this Article.
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3.Additional safeguards for the discharge of obligations may be demanded by the creditor whose rights arose prior to and did not expire before the day of notification by the administrator of the Register of Legal Persons of the decision adopted by the General Meeting or by the court to reduce the statutory capital of the company. The creditor may file his claims with the company within 2 months after the day of notification by the administrator of the Register of Legal Persons of the decision to reduce the statutory capital of the company.
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4.A company may refrain from providing additional safeguards for the discharge of obligations to its creditors if at least one of the following conditions is met:
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1)the total amount of the creditors claims does not exceed 1/2 of the amount of the equity capital after the reduction of the statutory capital;
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2)the creditor's claims are adequately secured by pledge, mortgage, surety or guarantee;
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3)the statutory capital is reduced for the sole purpose of cancelling the losses recorded in the balance sheet of the company.
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5.Amendments to the Statutes made by reason of the reduction of the statutory capital shall be submitted to the administrator of the Register of Legal Persons after all the actions referred to in paragraphs 1 and 2 of this Article have been carried out but not earlier than 3 months after the day of notification by the administrator of the Register of Legal Persons of the decision adopted by the General Meeting or by the court to reduce the statutory capital of the company. The Statutes of the company amended following the reduction of the statutory capital may be submitted to the administrator of the Register of Legal Persons in derogation from the time limit laid down in this paragraph if:
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1)the company has no accounts payable and has publiced the reduction of the statutory capital as laid down in paragraph 1 of this Article;
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2)the statutory capital is reduced for the sole purpose of cancelling the losses recorded in the balance sheet of the company;
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3)the statutory capital is reduced in order to correct the mistakes made during the statutory capital formation or the increase.
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6.If a dispute regarding the additional safeguards for the discharge of obligations is being settled in court, the Statutes amended due to the reduction of the statutory capital may not be submitted to the administrator of the Register of Legal Persons until the court decision becomes effective.
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7.If the amendments to the Statutes of the company regarding the reduction of the statutory capital have been registered in breach of the requirements of this Article regarding the additional safeguards for the discharge of obligations to the creditors, the reduction of the statutory capital may be declared invalid by the court decision.
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Article 54Right of the Company to Purchase Own Shares
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1.A company shall have the right to purchase own shares according to the procedure laid down in this Article. In order to purchase own shares, a public limited liability company must submit a voluntary official offer according to the procedure laid down in the legal acts regulating the securities market.
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2.Own shares may be acquired by a company by the decision of the General Meeting. The decision of the General Meeting must, inter alia, indicate the following:
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1)the purpose of the acquisition of shares;
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2)the maximum number of shares permitted for acquisition;
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3)the time limit within which the company may purchase own shares. The time limit may not exceed 18 months;
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4)the maximum and the minimum share acquisition price;
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5)the procedure for selling own shares and the minimum sale price. The procedure of sale must ensure equal opportunities for all shareholders to acquire shares in the company.
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3.The total nominal value of own shares being acquired by a company together with the nominal value of other own shares already held by the company may not exceed 1/10 of the statutory capital.
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4.A company may not purchase own shares if this would result in the equity capital being less than the aggregate amount of the statutory capital, legal reserve and reserve for own shares.
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5.A company shall be prohibited from purchasing partly-paid own shares, except in the case laid down in paragraph 12 of Article 45 of this Law.
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6.A company may purchase own shares if the reserve for own shares is formed in the company and the amount thereof is not less than the sum total of the acquisition values of own shares.
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7.Having purchased own shares, a company shall not be entitled to use the property and non-property rights attached to the shares as laid down in this Law.
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8.The acceptance of shares as a safeguard for the discharge of obligation shall be equivalent to the acquisition of own shares.
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9.Where the shares of the company are subscribed for or acquired by its subsidiary company, the shares shall be treated as having been subscribed for or acquired by the company whose shares are subscribed for or acquired.
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10.Where the shares of the company are subscribed for or acquired by a person acting on his own behalf but for the benefit of this company and using its funds, the shares shall be treated as having been subscribed for or acquired by the company whose shares are subscribed for or acquired.
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11.The shares of the company acquired in violation of the conditions referred to in paragraphs 2, 3, 4 and 6 of this Article must be transferred into the ownership of other persons within 12 months after the acquisition. If the shares are not transferred within this time limit, the statutory capital must be reduced accordingly, the shares must be cancelled and declared invalid.
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12.If the company fails to declare the shares invalid and fails to cancel them as referred to in paragraph 11 of this Article, the shares shall be recognised as invalid and the statutory capital shall be reduced accordingly by the court decision. The right to apply to the court shall be vested in the manager of the company, the Board, a shareholder and a creditor.
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13.If the court passes a decision to reduce the statutory capital of the company, the Board of the company (the manager of the company if the Board is not formed) must make relevant amendments to the Statutes changing the amount of the statutory capital and the number of shares and cancelling the company's own shares accordingly. The amended Statutes must be submitted to the administrator of the Register of Legal Persons within 30 days after the court decision becomes effective.
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14.The manager of the company shall be responsible for compliance with the conditions referred to in paragraphs 3, 4, 5, 6, 7 and 11 of this Article.
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Article 55Debentures
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1.A debenture of a company is a fixed-term debt security under which the company which is the issuer of the debenture becomes the debtor of the debenture holder and assumes obligations for the benefit of the debenture holder. These obligations must be indicated in the decision to issue debentures and in the debenture subscription agreement.
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2.The decision of the General Meeting to issue debentures and the debenture subscription agreement must indicate the nominal value of the debenture, the amount of annual interest, the fixed date of debenture redemption from which date the debenture holder shall acquire the right to receive from the company an amount in cash equal to the nominal value of the debenture and the annual interest.
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3.The debentures of one and the same issue shall grant their holders equal rights.
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4.The decision to issue debentures shall be taken by the General Meeting by a simple majority of the votes. The Statutes may provide that the decision to issue debentures shall be adopted the Board (the manager of the company if the Board is not formed). The decision to issue convertible debentures shall be adopted according to the procedure laid down in Article 56 of this Law.
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5.The debenture holder shall have the same rights as other creditors of the company.
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6.Before issuing debentures offered for public trading, a public limited liability company must conclude an agreement with an intermediary of public trading in securities (entering a notice to that effect in the prospectus of the debentures). Under the agreement, the intermediary of public trading in securities shall undertake to safeguard the interests of the holders of a certain debenture issue in their relations with a public limited liability company and the public limited liability company shall undertake to pay remuneration to him. The intermediary of public trading in securities must protect the rights and legitimate interests of the debenture holders in the same way he would protect his own rights and legitimate interests if he were the holder of all issued debentures. The intermediary of public trading in securities shall have the right to apply to the court for the protection of the rights of debenture holders.
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7.Holders of over 1/2 of the debentures of one specific issue shall have the right to:
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1)dismiss the intermediary of public trading in securities protecting their interests and demand that the public limited liability company conclude an agreement with the intermediary of public trading in securities of their choice;
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2)bring to the notice of the intermediary of public trading in securities who are protecting their interests that the violation committed by the public limited liability company in relation to the specific issue of debentures offered for public trading is not material and therefore certain actions are not needed to protect their interests (the provision shall not apply to the violations committed by the public limited liability company in relation to the debenture redemption and the payment of interest).
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8.Where the debentures issued by a public limited liability company are secured by pledged assets or mortgage, the intermediary of public trading in securities shall exercise the rights of the security holder for the benefit of all debenture holders. Third parties may offer directly to the debenture holder or through the intermediary of public trading in securities surety or guarantee for the discharge of obligations of the private limited liability company arising because of the issue of debentures. In case of failure to discharge all or some of these obligations, the intermediary of public trading in securities must transfer the funds received from the third parties to the debenture holders.
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9.If the debenture holder or the intermediary of public trading in securities managing his securities accounts does not claim the redemption of the debenture within 3 years after the redemption date indicated in the debenture subscription agreement, the debenture holder shall forfeit the right of claim.
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10.Debentures shall be book-entry and shall be represented by entries in personal securities accounts of their holders. Requirements laid down for book-entry shares shall apply to the accounting of debentures and trading in debentures.
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11.Private limited liability companies shall be prohibited from offering debentures for public trading.
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Article 56Convertible Debentures
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1.A company may issue convertible debentures which, after the expiry of their redemption period, may be exchanged for the shares of the company.
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2.The decision to issue convertible debentures shall be adopted by the General Meeting. Where there are several classes of shares in a company, the decision to issue convertible debentures shall be adopted if approved by a separate vote by the shareholders of each class. If the decision to issue convertible debentures includes a notice to the effect that the convertible debentures which are being issued may be converted into preference shares, the decision shall also be subject to the approval of the holders of non-voting preference shares adopted by a separate vote.
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3.The decision of the General Meeting to issue convertible debentures shall at the same time be the decision to increase the statutory capital of the company by the amount equal to the sum total of the nominal values of shares which may be exchanged for the convertible debentures.
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4.The decision to issue convertible debentures and the debenture subscription agreement shall, inter alia, contain the following:
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1)the nominal value of convertible debentures and the rights attached thereto;
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2)the class, number and the nominal value of shares for which the convertible debentures shall be exchanged as well as the rights attached thereto;
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3)the rate at which convertible debentures shall be exchanged for shares. This rate must be such that the issue price of convertible debentures would be not less than the nominal value of shares for which they are exchanged;
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4)the period during which the convertible debentures shall be exchanged for shares;
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5)the interest and the procedure of payment thereof;
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6)the date of redemption of the debentures.
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5.A company with partly paid-up statutory capital shall not have the right to issue convertible debentures.
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6.The right of pre-emption to acquire the convertible debentures issued by the company shall be vested in the shareholders of the company in proportion to the nominal value of shares owned by them on the day of the General Meeting which adopted the decision to issue the convertible debentures, except where otherwise provided for in Article 57 of this Law.
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7.A documentary proof of the decision to issue convertible debentures must be submitted to the administrator of the Register of Legal Persons within 10 days after the adoption thereof.
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Article 57Acquisition by the Right of Pre-emption of Shares or Convertible Debentures Issued by a Company
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1.A notice of the offer to acquire by the right of pre-emption the shares or convertible debentures of a public limited liability company and the time limit for exercising the right of pre-emption must be published in the daily indicated in the Statutes. The notice must be submitted to the administrator of the Register of Legal Persons not later than on the first day of its publication in the daily referred to in the Statutes.
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2.Notice of the offer to acquire by the right of pre-emption the shares or convertible debentures of a private limited liability company and the time limit for exercising the right of pre-emption must be published in the daily indicated in the Statutes or every shareholder must be notified thereof against acknowledgement of receipt or by registered mail. The notice must be submitted to the administrator of the Register of Legal Persons not later than on the first day of publication in the daily referred to in the Statutes or delivery of notice or dispatch of the registered letter.
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3.The time limit set by the General Meeting for a shareholder to acquire the shares or convertible debentures by the right of pre-emption may not be less than 14 days after the day of the publication by the administrator of the Register of Legal Persons or after the day of the delivery of notice or the dispatch of the registered letter to the shareholders of the private limited liability company.
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4.Shareholders of a public limited liability company shall be entitled to transfer their right of pre-emption to acquire the shares or convertible debentures issued by the public limited liability company to other persons according to the procedure laid down by the Securities Commission.
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5.The shareholders' right of pre-emption to acquire the shares or convertible debentures issued by the company may be withdrawn by the decision of the General Meeting. The General Meeting may adopt this decision only if the person or persons (including the shareholders) who are granted the right of pre-emption to acquire the shares or convertible debentures of the company are known to the General Meeting. The decision of the General Meeting to withdraw the right of pre-emption shall, inter alia, indicate the following:
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1)the reasons for withdrawing the right of pre-emption;
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2)the person or persons who are granted the right to acquire the shares or convertible debentures (full name, personal code and place of residence of a natural person; name, legal form, code and registered office of a legal person);
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3)the number of shares or convertible debentures being issued which may be acquired by each of the above persons.
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6.The Board of the company (the manager, if the Board is not formed) shall submit a written report to the General Meeting which is supposed to discuss the withdrawal of the right of pre-emption. The report shall indicate the following:
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1)the reasons for withdrawing the right of pre-emption;
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2)substantiation of the proposed issue price of shares or convertible debentures;
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3)the person or persons to whom it is proposed to grant the right of pre-emption to acquire the shares or convertible debentures (full name, personal code and place of residence of a natural person; name, legal form, code and registered office of a legal person and full name, personal code and place of residence of its representative) and the number of shares or convertible debentures being issued which may be acquired by each of the above persons.
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7.The right of pre-emption to acquire the shares or convertible debentures being issued by the company may only be withdrawn for all shareholders of the company.
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8.The decision to withdraw the right of pre-emption must be submitted to the administrator of the Register of Legal Persons within 10 days.
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CHAPTER SEVEN THE COMPANY’S ACCOUNTS, audit AND APPROPRIATION OF PROFIT
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Article 58Accounting, Accounts and Audit of the Company
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1.The accounting, its organisation and management as well as the drawing up of the accounts of the company shall be regulated by laws and other legal acts.
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2.The annual accounts of the company shall be approved by the Annual General Meeting. Only the audited accounts of public limited liability companies and private limited liability companies which satisfy the criteria specified in paragraph 4 of this Article may be approved.
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3.After the end of the financial year of the company and before the Annual General Meeting is convened, all public limited liability companies and private limited liability companies referred to in paragraph 4 of this Article must have their annual accounts audited by the firm of auditors approved by the General Meeting. The firm of auditors shall submit the auditor’s conclusions and, in cases specified in the laws, the audit report to the Board of the company (the manager of the company if the Board is not formed).
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4.The firm of auditors approved by the General Meeting shall audit the annual accounts of private limited liability companies which satisfy at least two of the following criteria:
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1)the net sales income exceeds LTL 10 million during the financial year;
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2)the value of the assets shown in the balance sheet exceeds LTL 5 million;
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3)the average number of pay-roll workers exceeds 50 during the financial year.
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5.The audit shall be carried out in accordance with the legal acts of the Republic of Lithuania regulating audit and the work of auditors.
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6.The annual accounts together with the report on the activities of the company and the auditor’s conclusion (if audit is mandatory under this Law or the Statutes) must be submitted to the administrator of the Register of Legal Persons within 30 days after the Annual General Meeting.
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Article 59Appropriation of Profit/Loss
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1.After the approval of the annual accounts, the Annual General Meeting must appropriate the profit/loss of the company available for appropriation.
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2.The decision of the General Meeting to appropriate the profit/loss must indicate:
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1)the unappropriated profit/loss at the beginning of the financial year;
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2)the net profit/loss of the financial year;
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3)the transfers from the reserves;
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4)the shareholders contributions to cover the losses of the company (if shareholders decided to cover all or some part of losses);
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5)total profit/loss available for appropriation;
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6)the share of profit allocated to the legal reserve;
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7)the share of profit of a public limited liability company allocated to the reserve for own shares;
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8)the share of profit allocated to other reserves;
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9)the share of profit for the payment of dividends;
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10)the share of profit for the payment of annual bonuses to Board and Supervisory Board members, payment of incentives to workers and other allocations;
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11)the unappropriated profit/loss at the end of the financial year.
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3.The profit/loss available for appropriation shall comprise the aggregate amount of the net profit/loss of the financial year and the unappropriated profit/loss at the beginning of the financial year, transfers from reserves and the shareholders contributions to cover the losses.
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4.If the aggregate of the amounts referred to in paragraph 3 of this Article is positive, the General Meeting must appropriate the profit available for appropriation according to the procedure laid down in this Article.
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5.If the legal reserve is less than 1/10 of the statutory capital, the deductions to this reserve shall be compulsory and may not be less than 1/20 of the net profit until the amount of the legal reserve reaches the amount laid down in this Law.
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6.The company may appropriate not more than 1/5 of the net profit of the financial year for the purposes referred to in subparagraph 10 of paragraph 2 of this Article.
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7.If the company fails to pay the statutory taxes before the required deadline, it may not pay the dividend, annual bonuses to the Board and the Supervisory Board members and incentives to its employees. It shall be prohibited to pay the bonuses to the Supervisory Board and the Board members in advance.
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8.If the aggregate of the unappropriated profit/loss at the beginning of the financial year and the net profit/loss of the financial year is negative, i.e. the losses are incurred, the General Meeting must adopt the decision to cover these losses by transferring the amounts to the result available for appropriation in the following sequence:
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1)transfers from the reserves unused during the financial year;
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2)transfers from the legal reserve;
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3)transfers from the share premium.
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9.Should the transferred amounts laid down in paragraph 8 of this Article be insufficient to cover the losses:
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1)the remaining unappropriated losses shall be brought forward to the next financial year if the equity capital of the company is at least 1/2 of the amount of the statutory capital indicated in the Statutes;
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2)the shareholders may cover the losses by shareholders contributions and the equity capital of the company must be restored in such a manner so that it would not be less than 1/2 of the statutory capital indicated in the Statutes.
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10.Where the General Meeting fails to adopt the decision to cover the losses by shareholders contributions or where such decision is adopted but the equity capital is not restored to the amount equal to 1/2 of the statutory capital indicated in the Statutes, the General Meeting must decide on:
\n
1)the reduction of the statutory capital; however, the reduced statutory capital may not be less than the minimum amount of the statutory capital laid down in Article 2 of this Law, or
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2)the transformation into a legal person provided for in Article 72 of this Law, or
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3)the liquidation of the company.
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Article 60Dividends
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1.The dividend is a share of profit allocated to the shareholder in proportion to the nominal value of shares owned by him. If a share is not fully paid-up and the time limit for the payment has not yet expired, the dividend of the shareholder shall be reduced in proportion to the unpaid amount of the share price. If the share is not fully paid-up and the time limit for the payment has expired, no dividend shall be paid. The Statutes may establish that the dividend on fully paid-up shares shall be reduced if the last payment was made in the financial year for which the dividend is being allocated.
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2.Dividends allocated by the decision of the General Meeting shall be the liability of the company to its shareholders. The shareholder shall have the right to claim the payment of dividend as the creditor of the company. The company shall have the right to recover the dividend paid out to the shareholder if the shareholder knew or should have known that the dividend was allocated and/or paid unlawfully.
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3.The General Meeting may not adopt the decision to declare and pay dividends if at least one of the following conditions is met:
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1)the company is insolvent or would become insolvent after the payment of dividends;
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2)the result of the financial year available for appropriation is negative (losses were incurred);
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3)the equity capital of the company is lower or after the payment of dividends would become lower than the aggregate amount of the statutory capital of the company, the legal reserve, the revaluation reserve and the reserve for own shares of a public limited liability company.
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4.The company must pay the allocated dividends within 1 month after the day of adoption of the decision on profit appropriation. Payment of dividends in advance shall be prohibited.
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5.The company shall pay the dividends in cash.
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6.Persons who were shareholders of the company at the end of the day when the General Meeting declared the dividends or were entitled to receive dividends on other legal grounds shall be entitled to the dividend.
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CHAPTER EIGHT REORGANISATION, DIVISION, Transformation AND LIQUIDATION OF COMPANIES
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Article 61Reorganisation of the Company
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1.Companies shall be reorganised in the manner laid down in the Civil Code.
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2.A company may be reorganised or take part in the reorganisation only after its statutory capital has been fully paid up (at the price of the last shares issue).
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Article 62Adoption of the Decision on the Reorganisation of the Company
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1.The decision on the reorganisation shall be adopted by the General Meeting of every company being reorganised and the company involved in the reorganisation. Where the company has different classes of shares, the decision shall be adopted if approved by a separate vote by each class of shareholders (as well as the holders of non-voting shares).
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2.The decision on the reorganisation may be adopted at least 30 days after the publication of the prepared terms of reorganisation in the daily indicated in the Statutes.
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3.The decision on the reorganisation must approve the terms of reorganisation and amend the Statutes of the continuing companies or adopt the Statutes of the companies which shall be newly formed after the reorganisation.
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4.A documentary proof of the decision of the General Meeting to reorganise the company must be within 5 days submitted to the administrator of the Register of Legal Persons.
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Article 63Terms of Reorganisation
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1.The Boards of the companies being reorganised and the companies involved in the reorganisation (the managers of companies, if the Boards are not formed), subject to the approval of the General Meeting, must draw up the terms of reorganisation of the companies indicating, inter alia, the following:
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1)the information required under Article 2.44 of the Civil Code about every company being reorganised and involved in the reorganisation as well as the name, legal form and registered office of every new company formed after the reorganisation;
\n
2)the mode of reorganisation (merger by acquisition, merger by the formation of a new company, division by acquisition, division by the formation of a new company);
\n
3)the companies that are wound up after the reorganisation and the companies continuing after the reorganisation;
\n
4)the exchange ratio of shares of companies wound up after the reorganisation for the shares of companies continuing after the reorganisation and the substantiation thereof, the number of shares of the companies continuing after the reorganisation according to their classes and their nominal value as well as the rules of share allocation to the shareholders;
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5)the procedure and time limits of the issue of shares to the shareholders of the companies continuing the activities after the reorganisation;
\n
6)the price difference, paid out in cash, of the shares held by the shareholders and the shares receivable in companies continuing after the reorganisation;
\n
7)the moment from which the shareholders of the company being wound up after the reorganisation shall be entitled to participate in the profits of the company continuing after the reorganisation and all terms related to the granting of this right;
\n
8)the moment from which the rights and obligations of the company being wound up after the reorganisation shall be assumed by the company continuing after the reorganisation;
\n
9)the moment from which the contractual rights and obligations of the company being wound up after the reorganisation shall be assumed by the company continuing the activities after the reorganisation and the transactions shall be included into the accounting of this company;
\n
10)the rights granted by the company continuing after the reorganisation to the holders of shares of different classes, debentures and other securities;
\n
11)in case of division of the company, the exact description of the assets, rights and obligations of the company being divided and the allocation thereof to the companies continuing after the reorganisation;
\n
12)special rights granted to the members of organs of the companies being reorganised and involved in the reorganisation and the experts who carry out the evaluation of the terms of reorganisation.
\n
2.The terms of reorganisation must be evaluated by the firm of auditors entered into contract with by every company involved in the reorganisation and being reorganised. If only one firm of auditors is to be contracted, such firm of auditors must be approved by the administrator of the Register of Legal Persons.
\n
3.The firm of auditors shall draw up the report evaluating the terms of reorganisation which shall indicate, inter alia, the following:
\n
1)the conclusions whether the share exchange ratio is fair and reasonable;
\n
2)the methods used to determine the share exchange ratio and conclusions on the appropriateness of these methods and their impact on the determination of the value of shares;
\n
3)the description of difficulties encountered during the evaluation.
\n
4.The valuation report of the terms of reorganisation must de drawn up and submitted to the company at least 30 days before the General Meeting which has on its agenda the issue of adoption of the decision to reorganise the company.
\n
5.In addition to the terms of reorganisation, the amended Statutes of companies continuing after the reorganisation or the Statutes of companies newly formed after the reorganisation must be drawn up.
\n
6.Proposals regarding the terms of reorganisation may be submitted by the Supervisory Board, the Board, the manager of the company and the shareholders holding the shares in the company the nominal value whereof is at least 1/3 of the statutory capital.
\n
7.The terms of reorganisation must be submitted to the administrator of the Register of Legal Persons not later than on the first day of publication of the drawing up thereof in the daily specified in the Statutes. The valuation report of the terms of reorganisation must be submitted to the administrator of the Register of Legal Persons together with the terms of reorganisation.
\n
8.From the day of publication of the drawing up of the terms of reorganisation, the company being wound up after the reorganisation shall acquire the status of the company being reorganised and the company continuing after the reorganisation shall acquire the status of the company involved in the reorganisation.
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Article 64Report on Intended Reorganisation
\n
1.The Board of every public limited liability company being reorganised and involved in the reorganisation (the manager, if the Board is not formed) must draw up a detailed written report. The report must indicate the purposes of reorganisation, explain the terms of reorganisation, the continuity of activities and indicate the time limits of reorganisation, legal and economic grounds of the terms of reorganisation, in particular the share exchange ratio and the rules determining the allocation of shares to the shareholders of companies continuing after the reorganisation. The report must be submitted to the administrator of the Register of Legal Persons at least 30 days before the General Meeting the agenda of which includes the issue of company reorganisation. The report must contain information on the drawing up of the report on the evaluation of the terms of reorganisation and the particulars of the administrator of the Register of Legal Persons where the documentary files of public limited liability companies being reorganised and involved in the reorganisation are stored.
\n
2.Paragraph 1 of this Article shall apply to private limited liability companies only if so requested by the shareholders who hold at least 1/10 of all votes.
\n
Article 65Notification of the Intended Reorganisation
\n
1.Every company being reorganised and involved in the reorganisation must publish the terms of reorganisation three times with at least 30-day intervals between publications in the daily indicated in the Statutes or publish them once at least 30 days before the General Meeting on the reorganisation of the company in the daily indicated in the Statutes and notify all creditors of the company in writing. The publication or the notice must include the particulars listed in subparagraphs 1, 2, 3, 8 and 9 of paragraph 1 of Article 63 and indicate where and when the documents listed in paragraph 2 of this Article will be available for scrutiny.
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2.At least 30 days before the General Meeting the agenda of which provides for the adoption of the decision to reorganise the company, every shareholder and creditor of the company must be given access to the following documents at the registered office of every company being reorganised and involved in the reorganisation:
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1)the terms of reorganisation;
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2)the amended Statutes of the continuing companies or the Statutes of new companies formed after the reorganisation;
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3)the annual accounts for the last 3 years of the companies being reorganised and involved in the reorganisation. If the terms of reorganisation were drawn up 6 months after the end of the financial year of at least one company involved in the reorganisation, the interim accounts must be drawn up according to the same rules as those used for the previous annual accounts and they must submitted to the shareholders. The interim accounts shall be drawn up at least 3 months before the drawing up of the terms of reorganisation;
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4)the valuation reports of the terms of reorganisation;
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5)the reorganisation reports on the intended reorganisation drawn up by the Boards (the manager of the company, if the Board is not formed) of the companies being reorganised and involved in the reorganisation.
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3.At the request of a shareholder and a creditor, the company must submit copies of the documents referred to in paragraph 2 of this Article. The copies of documents shall be made available to the shareholder free of charge.
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4.The manager of the company being reorganised and involved in the reorganisation must notify the shareholders of the company (by attaching a written notice to the documents referred to in paragraph 2 of this Article and making an announcement at the General Meeting) of the material changes in the assets, rights and obligations during the period between the drawing up of the terms of reorganisation and the General Meeting the agenda of which contains the issue of adoption of the decision to reorganise the company. The manager of every company being reorganised and involved in the reorganisation must notify the managers of other companies involved in the reorganisation of the material changes in the assets, rights and obligations in the company so that they could notify the shareholders of these companies thereof.
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Article 66Additional Safeguards for the Discharge of Obligations to the Creditors of Companies Being Reorganised and Involved in the Reorganisation
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1.Every company being reorganised and involved in reorganisation must provide additional safeguards for the discharge of obligations to every creditor who so requests provided that his rights arose and did not expire before the publication of the terms of reorganisation if there is reason to believe that the reorganisation will hamper the discharge of obligation because of the financial status of the company being reorganised or involved in the reorganisation as well as the company continuing after the reorganisation which is a successor to the liabilities after the reorganisation.
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2.The creditors of the company may submit their claims from the first day of publication of the terms of reorganisation until the General Meeting the agenda whereof provides for the adoption of the decision to reorganise the company.
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3.The company may refrain from providing additional safeguards for the discharge of obligations if the creditors claims are adequately secured by pledge, mortgage, surety or guarantee. Disputes regarding the additional safeguards for the discharge of obligations shall be settled by court.
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4.The documents for the registration of the companies continuing after the registration or the Statutes thereof as well as the documents for the removal from the register of the companies being wound up after the registration may not be submitted to the administrator of the Register of Legal Persons if no additional safeguards for the discharge of obligations were provided for the creditor who so requested as laid down in paragraphs 1 and 2 of this Article as well as before the court decision becomes effective if the dispute regarding additional safeguards for the discharge of obligations is being settled in court.
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5.Holders of debentures of the company being reorganised or involved in the reorganisation shall have the rights of creditors referred to in paragraphs 1 and 2 of this Article and the company shall have the rights and obligations referred to in paragraphs 1, 3 and 4 of this Article in respect of holders of debentures.
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Article 67Exchange of Shares in the Course of Reorganisation
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1.The shares of the companies being reorganised must be exchanged for the shares of the companies continuing after the reorganisation (newly formed in the course of reorganisation and continuing after the reorganisation), except in the case provided for in paragraph 3 of this Article.
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2.The shares of the companies continuing after the reorganisation may be allocated to the shareholders of companies being wound up after the reorganisation in proportion to the statutory capital of the companies being reorganised or otherwise.
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3.Where the shares in the companies continuing after the reorganisation are allocated to the shareholders of the company being divided otherwise than in proportion to their participation in the statutory capital of that company, the shareholders holding the shares the nominal value whereof is less than 1/10 of the statutory capital of the company being divided shall have the right to require, within 45 days after the adoption of the decision to reorganise the company by the General Meeting, their shares to be redeemed by the company being divided before the completion of the reorganisation. The provisions of Article 54 of this Law shall not apply to such redemption of shares. Paragraph 4 of this Article shall apply to the redeemed shares. The price paid for the shares being redeemed shall be determined taking into account the average market price of the shares for the period of 6 months immediately preceding the decision to reorganise the company adopted by the General Meeting. Disputes concerning the amount of the consideration for shares shall be settled in court. If the nominal value of the shares required to be redeemed exceeds 1/10 of the statutory capital of the company being divided, the reorganisation of the company under the approved terms of reorganisation may not be continued.
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4.Own shares acquired by the company being wound up after the reorganisation or the shares of the company being wound up after the reorganisation acquired by a person acting in his own name but for the benefit of the company and for the account thereof as well as the shares of the company being wound up after the reorganisation acquired by the company continuing after the reorganisation or a person acting in his own name but for the benefit of such company and for the account of the company shall not be exchanged for shares of the company continuing after the reorganisation.
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5.Where the shares are exchanged for new shares in the companies continuing after the reorganisation, the difference in the share price may be paid in cash to the shareholders of the companies being wound up after the reorganisation. Cash payments may not exceed 10% of the nominal value of new shares allocated to the shareholders in the companies continuing after the reorganisation.
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Article 68Succession to the Assets, Rights and Obligations of Companies Being Reorganised
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1.The companies continuing after the reorganisation shall be the successors to all assets, rights and obligations of the reorganised companies after the registration of newly formed companies or the registration in the Register of Legal Persons of the amended Statutes of the companies continuing after the reorganisation, unless otherwise provided by the terms of reorganisation. The assets, rights and obligations shall be assigned to the companies according to the terms of reorganisation.
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2.Where any assets of the company being divided are not assigned under the terms of reorganisation to any of the companies continuing after the reorganisation, such assets or the proceeds from the sale thereof shall be succeeded to by all companies continuing after the reorganisation in proportion to the share of equity capital assigned to each of those companies under the terms of reorganisation.
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3.Where any obligation of the company being divided is not assigned under the terms of reorganisation to any of the companies continuing after the reorganisation, all companies continuing after the reorganisation shall be jointly and severally liable for it. The liability of each of these companies for the obligation shall be limited to the amount of the equity capital assigned to each of them under the terms of reorganisation.
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4.Where any obligation of the company being divided is assigned under the terms of reorganisation to one of the companies continuing after the reorganisation, the company shall be liable for that obligation. If the company fails to discharge of the obligation or any part thereof and no additional safeguards were provided according to the procedure set forth by in this Law to the creditors who so requested, all other companies continuing after the reorganisation shall be jointly and severally liable for the failure to discharge the obligation (or any part thereof). The liability of each of these companies shall be limited to the amount of the equity capital assigned to each of them under the terms of reorganisation.
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5.Where the company being reorganised has issued securities other than shares, the holders of these securities shall be granted the participation in the companies continuing after the reorganisation at least equivalent to the rights they had in the reorganised company.
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6.Paragraph 5 of this Article shall not apply if the holder of securities other than shares agrees to the change of his rights as well as where the holder of redeemable securities other than shares is entitled to require redemption of these securities under the terms of reorganisation. The redeemable securities other than shares must be redeemed within 2 months after the completion of the reorganisation but before their maturity date set in the decision to issue these securities.
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Article 69Completion of Reorganisation
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1.The reorganisation shall be deemed completed when all new companies formed after the reorganisation are registered or the amended Statutes of all continuing companies are registered.
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2.Before the documents of the company continuing after the reorganisation are submitted to the administrator of the Register of Legal Persons, the General Meeting of this company shall be convened if the terms of reorganisation so provide. Both the shareholders of the company continuing after the reorganisation and the companies being wound up after the reorganisation shall be entitled to attend this General Meeting and vote if they were allocated the shares of the company continuing after the reorganisation under the terms of reorganisation.
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3.A new company formed after the reorganisation shall be registered after the General Meeting of this company takes place and elects the organs of the company elected by the General Meeting under the Statutes, the election of the Board (if the Statutes provide for the election of the Board) and the manager of the company as well as after the statutory documents are submitted to the administrator of the Register of Legal Persons.
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4.General Meetings referred to in paragraphs 2 and 3 of this Article may decide all issues within the powers of the General Meeting.
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5.The reorganised company shall be wound up after its removal from the Register of Legal Persons.
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6.Members of the management organs of the reorganised company and the company involved in the reorganisation who drew up and implemented the terms of reorganisation as well as the experts who evaluated the terms of reorganisation under the agreement between the company and the firm of auditors must reimburse according to the procedure prescribed by laws the damage they inflicted on the shareholders of these companies.
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Article 70Merger by Acquisition by the Company Owning at Least 90% of Shares in the Company Being Acquired
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1.Subparagraphs 4, 5, 6 and 7 of paragraph 1 of Article 63, paragraphs 2 and 3 of Article 63, Article 64, subparagraphs 4 and 5 of paragraph 2 of Article 65 and paragraphs 1, 2, 3 and 5 of Article 67 of this Law shall not apply to the merger by acquisition where the company continuing after the reorganisation is the owner of all shares in the company that is acquired.
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2.Paragraphs 2 and 3 of Article 63, Article 64 and subparagraphs 4 and 5 of paragraph 2 of Article 65 of this Law shall not apply to the merger by acquisition where the company continuing after the reorganisation owns at least 90% of the shares in the company that is acquired. In this case the company, if requested by all the shareholders of the company being acquired, must redeem their shares before the completion of the reorganisation. The provisions of paragraph 3 of Article 67 of this Law shall apply to the redemption of shares.
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Article 71Division of the Company
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1.A part of the continuing company may be divided off and one or more new companies of the same legal form may be formed on the basis of the assets, rights and obligations assigned to this part of the company.
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2.The provisions of the Civil Code and this Law regulating reorganisation by division shall apply mutatis mutandis to the division referred to in paragraph 1 of this Article.
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Article 72Transformation
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1.A public limited liability company may be transformed into a legal person of the following legal forms:
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1)private limited liability company;
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2)state enterprise;
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3)municipal enterprise;
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4)agricultural company;
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5)co-operative company;
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6)general partnership;
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7)limited partnership;
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8)individual enterprise;
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9)public institution.
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2.A private limited liability company may be transformed into a public limited liability company or any other legal person of one of the legal forms listed in subparagraphs 2–9 of paragraph 1 of this Article.
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3.A company shall be transformed pursuant to the Civil Code, this Law and the law regulating the legal persons of a new legal form.
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4.An insolvent company may not be transformed.
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5.The decision to transform a company shall be taken by the General Meeting. Where a company has shares of different classes, the decision to transform the company shall be adopted subject to a separate vote by the holders of each class of shares (as well as holders of non-voting shares).
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6.The documents of establishment of the legal person of a new legal form shall be approved and the organs elected by the meeting of members shall be elected (formed) by the decision on the transformation of a company adopted by the General Meeting. The decision of the General Meeting shall, inter alia, indicate:
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1)the name, legal form and registered office of the legal person of a new legal form;
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2)the objects of the legal person of a new legal form;
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3)the procedure, terms and time limits for a shareholder of the company being transformed to become a member of the legal person of a new legal form.
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7.A notice of the decision to transform a company must be published in the daily indicated in the Statutes three times with at least 30-day intervals between the publications or it must be published once in the daily indicated in the Statutes, notifying every creditor of the company thereof in writing. The notice must contain the particulars of the company specified in Article 2.44 of the Civil Code as well as the name, legal form and registered office of the legal person of a new legal form.
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8.Where a public limited liability company is being transformed into a legal person of a different legal form, the following actions must be performed, inter alia, before the registration of the establishment documents of the legal person of a new legal form:
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1)a tender offer to buy up the shares of the public limited liability company must be submitted and realised;
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2)the listing of shares by the Securities Commission must be cancelled according to the procedure laid down in the legal acts regulating the securities market.
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9.The provisions of the legal acts regulating mandatory tender offers shall apply to the tender offer referred to in subparagraph 1 of paragraph 8 of this Article, unless this paragraph provides otherwise. The tender offer shall be submitted by the shareholders who voted for the decision to transform the public limited liability company. One or more shareholders shall be entitled to fulfil this obligation for other shareholders. The shareholders who voted against the decision to transform the public limited liability company or did not vote at all when the decision to transform the public limited liability company was put to the vote shall be entitled to sell their shares at the time of the tender offer. The price quoted in of the tender offer may not be lower than the highest price of the securities acquired by the shareholders, who must make the official proposal, during the period of 12 months before the adoption of the decision to transform the company. In other cases, the price of shares purchased through the official proposal shall be determined by an independent property valuer. An independent property valuer selected by the offerror shall be approved by the Securities Commission. The Securities Commission shall be entitled not to approve the property valuer if he is related to the offeror or other persons having a property interest in the shares of the company being transformed.
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10.A documentary proof of the decision to transform the company must be submitted to the administrator of the Register of Legal Persons not later than on the first day of publication.
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11.A company shall acquire the legal status of a company being transformed from the day of the decision to transform the company.
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12.When a legal person of another legal form is being transformed into a company, the assets transferred for the shares of this company must be evaluated by an independent property valuer in the manner laid down in the legal acts regulating asset valuation. Paragraph 8 of Article 8 of this Law shall apply to the asset valuation reports. The asset valuation report for assets transferred for the shares of the company must be submitted to the administrator of the Register of Legal Persons at least 10 days before the adoption of the decision on transformation.
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13.When a legal person of another legal form is being transformed into a company, the statutory capital of the company must be at least equivalent to the minimum capital specified in Article 2 of this Law. If the assets of a legal person of another legal form which is being transformed into a company prove insufficient to form the minimum statutory capital prescribed by Article 2 of this Law or the liabilities exceed the value of assets, the members of the legal person being transformed shall be entitled to pay additional contributions.
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14.When a private limited liability company as well as a legal person of another legal form provided for by law is being transformed into a public limited liability company, in addition to other actions laid down in this Law and other laws, it shall be necessary:
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1)to register the shares with the Securities Commission according to the procedure laid down in the legal acts regulating the securities market;
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2)to approve the firm of auditors.
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15.A company may be transformed into a state enterprise where all of its shares are owned by the state.
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16.A company may be transformed into a municipal enterprise where all of its shares are owned by the municipality.
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17.A company may be transformed into an agricultural company if it has at least 2 shareholders and its income from agricultural products and services provided for agriculture during the last financial year constituted more than 50% of all sales revenue.
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18.A company which has at least 5 shareholders may be transformed into a co-operative company.
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19.A company which has at least 2 but not more than 20 shareholders may be transformed into a general partnership.
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20.A company which has at least 3 but not more than 20 shareholders may be transformed into a limited partnership.
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21.If all shares in a company are held by one natural person, such company may be transformed into an individual enterprise.
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22.The establishment documents of a legal person of a new legal form shall be registered in the Register of Legal Persons and the data in the Register of Legal Persons shall be amended after the election (formation) of the management organs of the legal person of a new legal form, the provision of additional safeguards for the discharge of obligations to the creditors who so requested and the emergence of the circumstances provided for in the laws as well as the submission of the statutory documents. The amended establishment documents shall become invalid if they were not submitted to the administrator of the Register of Legal Persons within 6 months after the adoption of the decision to transform the company.
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23.The transformation shall be deemed completed on the day of registration of the amended establishment documents of the legal person of a new legal form in the Register of Legal Persons.
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Article 73Liquidation of Companies
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1.A company may be liquidated on the grounds laid down in the Civil Code for the liquidation of legal persons.
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2.The decision to liquidate a company shall be adopted by the General Meeting or the court in the cases specified in the Civil Code.
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3.The General Meeting may not adopt the decision to liquidate an insolvent company.
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4.A bankrupt company shall be liquidated according to the procedure laid down in the Enterprise Bankruptcy Law.
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5.Having adopted a decision to liquidate the company, the General Meeting or the court or the administrator of the Register of Legal Persons, where the decision to liquidate the company is adopted by the court on the initiative of the administrator, must elect (appoint) the liquidator.
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6.From the day of adoption by the General Meeting of the decision to liquidate the company the company shall acquire the status of the company in liquidation. Upon his election (appointment) the liquidator shall assume the rights and duties of the manager and the Board of the company. The manager and the Board of the company shall lose their powers after the appointment of the liquidator. The General Meeting may be convened according to the procedure laid down in this Law.
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7.The documents of the company in liquidation which are used in dealings with third parties must, inter alia, indicate its legal status “in liquidation”.
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8.The General Meeting may fix another date (other than the date of the decision) as of which the decision to liquidate the company shall become effective. This date, however, may not precede the date on which the decision to liquidate the company was adopted.
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9.If a company is liquidated because of the expiry of the duration of the company, the General Meeting, at least 3 months before such expiry, must adopt the decision to liquidate the company and elect the liquidator or adopt the decision to extend the duration and amend the Statutes of the company. In this case, if the decision to liquidate the company is adopted, the company shall acquire the status of a company in liquidation on the next day after the expiry of its duration laid down in the Statutes. If the General Meeting fails to elect the liquidator within the prescribed time limits, the shareholders whose holdings in the company entitle them to at least 1/10 of all votes as well as the administrator of the Register of Legal Persons shall be entitled to apply to the court for the appointment of the liquidator.
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10.The liquidator shall publish a notice of the liquidation of a company 3 times with at least 30-day intervals between publications in the daily indicated in the Statutes or publish it once in the daily indicated in the Statutes and notify all the creditors of the company thereof in writing. The publication or notice must include all the particulars of the company referred to in Article 2.44 of the Civil Code.
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11.Not later than on the first day of publication of the notice of the liquidation of a company, the liquidator must submit the documents confirming the decision to liquidate the company and the particulars of the liquidator to the administrator of the Register of Legal Persons.
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12.When a company is being liquidated, the persons who subscribed but did not pay for the shares must make payments for the shares according to the procedure laid down in the share subscription agreement. The subscribers may be relieved of their duty to pay the outstanding contributions by the amount of assets of the company in liquidation which would be allocated to them only where the grounds for the liquidation of the company is the invalidation of the company incorporation pursuant to Article 2.114 of the Civil Code and the company is able to satisfy its liabilities to the creditors.
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13.A company in liquidation must first of all make settlement with its creditors according to the sequence of satisfaction of creditors claims laid down in the Civil Code. After the settlement with the creditors of the company in liquidation, the accrued dividend shall be paid to the holders of preference shares with a cumulative dividend. The remaining assets of the company in liquidation shall be allocated to the shareholders in proportion to the nominal value of the shares they own. Any subsequently discovered assets of the company shall be distributed in the same manner. If different rights are attached to the shares of the company, this must be taken into account in the distribution of assets.
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14.The assets of the company may be distributed to the shareholders at least 2 months after the completion of all actions laid down in paragraph 10 of this Article.
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15.In case of judicial disputes regarding the payment of company’s debts, the assets of the company may not be allocated to the shareholders until the disputes are settled by court and settlement with the creditors is effected.
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16.The decision to cancel the liquidation of a company may be adopted by the General Meeting which adopted the decision to liquidate the company or by court. The decision to liquidate the company may not be revoked if at least one shareholder received a share of assets of the company in liquidation.
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17.Documents confirming the decision to liquidate the company as well as to cancel the liquidation must be submitted to the administrator of the Register of Legal Persons.
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Article 74Powers of Liquidator
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1.The liquidator shall have the rights and duties of the Board and the manager of the company. Only a natural person may be the liquidator and he shall be subject to the same requirements as those applicable to the manager of the company.
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2.In addition to other duties laid down in this Law and the Civil Code, the following functions shall be assigned within the competence of the liquidator:
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1)to draw up the opening balance sheet at the start of liquidation;
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2)to distribute the assets of the company remaining after the shareholders settlement with the creditors of the company and to draw up the documents of transfer thereof;
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3)in case of liquidation of a public limited liability company which has listed shares, to apply to the Securities Commission for the delisting of shares;
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4)to hand over the documents of the liquidated company for keeping according to the procedure laid down in the Law on Archives;
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5)to draw up the liquidation statement of the company. The liquidation statement shall describe the process of liquidation and shall confirm the completion of all actions related thereto;
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6)to submit the liquidation statement of the company and other documents necessary for the removal of the liquidated company from the Register to the administrator of the Register of Legal Persons.
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3.If the liquidation proceedings last longer than 12 months, the liquidator shall draw up the annual accounts and the liquidation report after the close of every financial year. The annual accounts and the liquidation report shall be approved by the General Meeting. Access to these documents must be granted to all shareholders and creditors.
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4.The liquidator may be dismissed according to the procedure laid down in the Civil Code.
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5.The decision regarding temporary substitution of the liquidator during his vacation or temporary incapacity for work shall be adopted by the General Meeting, the court or the administrator of the Register of Legal Persons which have elected (appointed) the liquidator according to the procedure laid down in this Law. A person substituting for the liquidator shall be subject to the same requirements as those applicable to the liquidator.
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CHAPTER NINE BRANCHES OF FOREIGN COMPANIES
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Article 75Establishment, Operation and Cessation of Activities of Branches of Foreign Companies
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1.The following shall be considered to be branches of foreign companies:
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1)branches of companies established in the Member States of the European Union;
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2)branches of companies established in the states referred to in Article 77 and Section 8 of Annex XXII to the Agreement on the European Economic Area;
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3)branches of legal persons set up in legal forms similar to those of companies established in the states other than those referred to in subparagraphs 1 and 2 of this Article.
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2.A branch of a foreign company shall be deemed established after the registration thereof in the Register of Legal Persons.
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3.Only the documents referred to in Article 76 of the Law and the particulars referred to in Article 77 shall be submitted to the Register of Legal Persons. The manager of the branch of a foreign company shall be responsible for the submission of documents and particulars to the Register of Legal Persons.
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4.The documents of branches of foreign companies used in dealings with third parties shall contain the information referred to in Article 2.44 of the Civil Code about the foreign company which established the branch and indicate the register which collects and stores the data of the branch of the foreign company as well as the code of the branch. The register where the foreign company is registered shall not be indicated if the law applicable to the foreign company does not require such registration.
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5.The information referred to in paragraph 4 of this Article must also be available on the website of the branch of the foreign company if there is one.
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6.The activities of the branch of the foreign company shall be governed by the Civil Code, this Law and other laws and legal acts of the Republic of Lithuania.
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7.Notice of cessation of activities of the branch of the foreign company shall be published by the branch manager three times with at least 30-day intervals in at least one of the main dailies of the Republic of Lithuania or the notice must be published in the daily once and all creditors must be notified thereof in writing. The publication or notification must include the particulars referred to in paragraph 4 of this Article and indicate the time limit for the filing of creditors claims which may not be less than 2 months after the date of publication.
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8.After cessation of activities of the branch of the foreign company has been publicised, the creditors of the branch of the foreign company shall be entitled to demand the discharge of an obligation or require that the foreign company which owns the branch provide additional safeguards for the discharge of obligations. Disputes regarding the discharge of obligations or additional safeguards shall be settled in court.
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9.The documents relating to the removal of the branch of the foreign company from the Register may not be submitted to the administrator of the Register of Legal Persons if the obligations have not been discharged or additional safeguards for the discharge of obligations have not been provided to the creditors who so requested; neither may the above documents be submitted before the effective date of the court decision if the dispute regarding the discharge of obligations or additional safeguards is being settled in court.
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10.Until the removal from the Register of a branch, the documents of a branch of a foreign company the activities of which have been ceased shall be delivered for storage according to the procedure laid down for enterprises in the Law on Archives.
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Article 76Documents of a Foreign Company and its Branch to be Submitted to the Register of Legal Persons
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1.The following documents of a foreign company and its branch shall be submitted to the Register of Legal Persons:
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1)an excerpt from the register where the file of the foreign company is stored confirming that the foreign company is registered in the register;
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2)the documents of incorporation of the foreign company, the instrument of incorporation and the Statutes, if these are separate documents, as well as all amendments of those documents;
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3)the annual accounts of the foreign company which are drawn up, audited and disclosed according to the law of the state in which the foreign company is established;
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4)the documents attesting the procedures applied to an insolvent company.
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2.If the annual accounts of foreign companies referred to in subparagraph 3 of paragraph 1 of Article 75 of this Law are drawn up according to requirements other than those applied in the European Union, the annual accounts of the branch of the foreign company must be drawn up and submitted to the Register of Legal Persons instead of the annual accounts of the foreign company referred to in subparagraph 3 of paragraph 1 of this Article. The annual accounts of the branch of the foreign company shall be drawn up according to the procedure laid down in the legal acts of the Republic of Lithuania regulating the accounting and accounts.
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3.The documents referred to in subparagraphs 1 and 2 of paragraph 1 of this Article must be legalised according to the procedure laid down in the legal acts, save in cases laid down in international treaties.
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4.Foreign companies referred to in subparagraphs 1 and 2 of paragraph 1 of Article 75 of this Law which established more than one branch may select the branch the file whereof will be used to store the documents referred to in paragraph 1 of this Article. In such case, the files of other branches must indicate the name, code and register administrator of this selected branch.
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5.In addition to the documents referred to in paragraph 1 of this Article, the foreign companies referred to in subparagraph 3 of paragraph 1 of Article 75 of this Law must at least once a year submit the document confirming the amount of the subscribed capital of the foreign company to the Register of Legal Persons if the amount of the subscribed capital is not specified in the documents referred to in subparagraph 2 of paragraph 1 of this Article.
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Article 77Particulars of Foreign Company and its Branch in the Register of Legal Persons
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1.The following particulars of a foreign company and its branch shall be entered in the Register of Legal Persons:
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1)the address of the branch;
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2)the activities of the branch;
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3)the name and legal form of the foreign company as well as the name of the branch if different from the name of the foreign company;
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4)the particulars of persons who, as members of the organs of a foreign company, act on behalf of the foreign company in dealings with third parties and in judicial proceedings, the dates of their appointment and expiry of their powers, the sample signatures of these persons;
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5)information whether the persons referred to in subparagraph 4 hereof acting on behalf of the foreign company may act at his own discretion or must act jointly, the extent of their rights, the expiry of powers, if any such is laid down;
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6)the particulars of the manager of the branch, the dates of his appointment and expiry of powers, the sample signature;
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7)the date of appointment of liquidators of a foreign company if the company is in liquidation, the particulars of liquidators, the extent of their rights and sample signatures;
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8)the date of winding up of the foreign company;
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9)the date of cessation of activities of the branch.
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2.In addition to the particulars laid down in paragraph 1 of this Article, the Register of Legal Persons shall also indicate the register where the file of a foreign company referred to in subparagraphs 1 and 2 of paragraph 1 of Article 75 of this Law is stored and the company number in that register.
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3.In addition to the particulars laid down in paragraph 1 of this Article, the following particulars of the branches of foreign companies referred to in subparagraph 3 of paragraph 1 of Article 75 of this Law shall be entered in the Register of Legal Persons:
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1)the law applicable to the foreign company;
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2)the legal form, registered office and field of activities of the foreign company;
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3)if registration is required under the law applicable to the foreign company, the register in which the foreign company is registered and its registration number in that register;
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4)the amount of the subscribed capital of a foreign company if this amount is not indicated in the instruments of incorporation of the foreign company.
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CHAPTER TEN FINAL PROVISIONS AND ENTRY INTO FORCE
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Article 78Final Provisions
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1.Until 30 April 2004, a company may reduce its statutory capital so that the production and engineering infrastructure facilities, social facilities, buildings (parts thereof) would be transferred into the ownership of the state or the municipality for the performance of their functions. In such case, the number of shares owned by the state or the municipality shall be reduced accordingly by cancelling these shares, except where after the reduction of the statutory capital the state or the municipality which had over 1/2 of all votes would have 1/2 or less than 1/2 of all votes. In such case, paragraph 5 of Article 52 of this Law shall not apply.
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2.The reserves formed in the company from the profit available for appropriation which do not correspond to the reserves to be formed from the profit available for appropriation as laid down in this Law must be liquidated by the Annual General Meeting convened after the entry into force of this Law by transferring them to the profit available for appropriation.
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Article 79Entry into Force and Implementation of the Law
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1.This Law shall enter into force on 1 January 2004.
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2.From the moment of entry into force of this Law, the Company Law of the Republic of Lithuania No. I-528 (Official gazette, 1994, No. 55-1046, No. 102-2050; 1995, No. 21-492, No. 41-993, No. 107-2393; 1996, No. 1-4, No. 100-2257, No. 126-2947; 1997, No. 69-1739; 1998, No. 36-961, No. 115-3246; 1999, No. 86-2562; 2000, No. 15-380, No. 28-760; 2001, No. 34-1125) shall apply to the reorganisation and liquidation of companies if the decisions to reorganise and liquidate these companies were adopted before 30 June 2001.
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3.The Law of the Republic of Lithuania on Companies No. VIII-1835 (Official gazette, 2000, No. 64-1914, No. 113-3614; 2001, No. 112-4081; 2002, No. 43-1607, No. 72-3013, No. 101-4495, No. 124-5628) shall apply to the reorganisation and liquidation of companies if the decisions to reorganise and liquidate these companies were adopted from 1 July 2001 until the entry into force of this Law.
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4.After the entry into force of this Law, the term “the head of the administration\" used in other legal acts shall correspond to the term “the manager of the company”.
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5.The provisions laid down in this Law regarding the registration of companies in the Register of Legal Persons and the duty of the administrator of the Register of Legal Persons to publicise the facts which have to be publicised under this Law shall enter into force after the start of operation of the Register of Legal Persons.
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6.Before the start of operation of the Register of Legal Persons:
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1)the companies, their branches and representative offices as well as their documents and particulars shall be registered in and stored with the Register of Enterprises of the Republic of Lithuania;
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2)the documents which must be submitted to the administrator of the Register of Legal Persons according to the procedure laid down in this Law shall be submitted to the administrator of the Register of Enterprises;
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3)the time limits which in cases laid down in this Law must run from the disclosure by the administrator of the Register of Legal Persons of facts referred to in this Law shall run from the receipt of relevant documents in the Register of Enterprises.
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7.From the start of operation of the Register of Legal Persons:
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1)the documents and particulars stored in the Register of Enterprises shall be treated as documents and particulars of the Register of Legal Persons;
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2)the companies, their branches and representative offices registered in the Register of Enterprises shall be considered to have been registered in the Register of Legal Persons.
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Annex to the Republic of Lithuania Law No. VIII–1835 of 13 July 2000 THE LEGAL ACTS OF THE EUROPEAN UNION THAT ARE BEING IMPLEMENTED 1. First Council Directive 68/151/EEC of 9 March 1968 on co-ordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, with a view to making such safeguards equivalent throughout the community.
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2.Second Council Directive 77/91/EEC of 13 December 1976 on co-ordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent.
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3.Third Council Directive 78/855/EEC of 9 October 1978 based on Article 54 (3) of the Treaty concerning mergers of public limited liability companies.
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4.Fourth Council Directive 78/660/EEC of 25 July 1978 based on Article 54 (3) (g) of the Treaty on the annual accounts of certain types of companies.
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5.Sixth Council Directive 82/891/EEC of 17 December 1982 based on Article 54 (3) (g) of the Treaty, concerning the division of public limited liability companies.
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6.Eleventh Council Directive 89/666/EEC of 21 December 1989 concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State.
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7.Twelfth Council Company Law Directive 89/667/EEC of 21 December 1989 on single-member private limited-liability companies 8. Council Directive 92/101/EEC of 23 November 1992 amending Directive 77/91/EEC on the formation of public limited-liability companies and the maintenance and alteration of their capital.
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9.Directive 2003/58/EC of the European Parliament and the Council of 15 July 2003 amending First Council Directive 68/151/EEC of 9 March 1968 on co-ordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, with a view to making such safeguards equivalent throughout the community.”
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I promulgate this Law passed by the Seimas of the Republic of Lithuania.
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PRESIDENT OF THE REPUBLIC ROLANDAS PAKSAS _______________