LIETUVOS RESPUBLIKOS

LIETUVOS RESPUBLIKOS REPUBLIC OF LITHUANIA Law on electronic money and electronic money institutions 22 December 2011 No XI-1868 Vilnius CHAPTER ONE GENERAL PROVISIONS Article 1. Purpose of the Law 1. This Law shall specify the persons entitled to issue electronic money in the Republic of Lithuania, the conditions of issuance and redemption of electronic money, the procedure for licensing, pursuing of business, terminating and restructuring of electronic money institutions and foreign electronic money institutions, in order to ensure a stable, sound, efficient and safe system of electronic money institutions. 2. The provisions of this Law have been harmonised with the legal acts of the European Union referred to in the Annex to this Law. Article 2. Definitions 1. Electronic money shall mean a monetary value as represented by a claim on the issuer which is issued on receipt of monetary funds (hereinafter referred to as “funds”) by the electronic money issuer from a natural or legal person and has the following characteristics: 1) stored electronically, including magnetically; 2) is issued for the purpose of making payment transactions; 3) is received by the persons other than electronic money issuers. 2. Electronic money institution shall mean a public limited liability company or a private limited liability company which has been issued a licence of an electronic money institution or a licence of an electronic money institution to engage in restricted activities, authorising to issue electronic money in the Republic of Lithuania and/or in other Member States (hereinafter in this Law the concept “licence” shall be used in respect of a licence of an electronic money institution and a licence of an electronic money institution to engage in restricted activities). 3. Branch of an electronic money institution (hereinafter referred to as a “branch”) shall mean a structural division of an electronic money institution which has no legal personality, but which has its own registered office and performs some or all of the functions of the electronic money institution. All the places of business set up in the same Member State by the electronic money institution with a head office in another Member State shall be regarded as a single branch. 4. Agent of an electronic money institution (hereinafter referred to as an “agent”) shall mean a natural or legal person which acts on behalf of on behalf of an electronic money institution in providing payment services. 5. Heads of an electronic money institution shall be the following persons within an electronic money institution: a) the head of the company; 2) the deputy head of the company; 3) members of the board (where the board is formed); 4) the persons responsible for the management of the electronic money issuance activities (heads of structural divisions), where the electronic money institution issues electronic money and, at the same time, is engaged in other activities indicated in subparagraph 4 of paragraph 2 of Article 4 of this Law; 5) the persons responsible for the provision of payment services, if the electronic money institution provides payment services not relating to the issuance of electronic money; 6) heads of a branch established in another Member State. 6. Electronic money issuer shall mean a person referred to in Article 4 of this Law. 7. Electronic money holder shall mean a natural or legal person that has acquired and holds electronic money. 8. Close links shall be interpreted as defined in the Law of the Republic of Lithuania on the Supplementary Supervision of Entities in a Financial Conglomerate. 9. Another Member State shall mean a Member State, with the exception of the Republic of Lithuania. 10. Electronic money institution of another Member State shall mean a legal person established in another Member State to which an authorisation, licence or another document entitling to issue electronic money in all Member States has been granted. 11. Average outstanding electronic money shall mean the average total amount of financial liabilities related to electronic money in issue at the end of each calendar day over the preceding six calendar months, calculated on the first calendar day of each calendar month and applied for that calendar month. 12. Supervisory institution shall be the Bank of Lithuania. 13. Foreign state shall mean a non-Member State of the European Union or a state not belonging to the European Economic Area. 14. Electronic money institution of a foreign state shall mean a legal person established in a foreign state to which an authorisation, licence or another document entitling to issue electronic money in that state has been granted. 15. Branch of an electronic money institution of a foreign state shall mean a branch of an electronic money institution of a foreign state to which a licence of a branch of an electronic money institution of a foreign state has been issued. 16. Public list of electronic money institutions shall mean a publicly available list managed by the supervisory institution and including electronic money institutions, their branches and agents, branches of electronic money institutions of foreign states established in the Republic of Lithuania, their agents. 17. Other concepts used in this Law shall be interpreted as they are defined in the Law of the Republic of Lithuania on Financial Institutions (hereinafter referred to as the “Law on Financial Institutions”), the Law of the Republic of Lithuania on Banks (hereinafter referred to as the “Law on Banks”), the Law of the Republic of Lithuania on Payments (hereinafter referred to as the “Law on Payments”), and the Law of the Republic of Lithuania on Payment Institutions (hereinafter referred to as the “Law on Payment Institutions”). Article 3. Exclusions from the Scope of the Law This Law shall not apply to: 1) monetary value stored on instruments that can be used to acquire goods or services only in the premises used by the issuer or under a commercial agreement with the issuer either within a limited network of service providers or for a limited range of goods or services; 2) monetary value that is used to make payment transactions executed by means of any telecommunication, digital or IT device, where the goods or services purchased are delivered to and are to be used through a telecommunication, digital or IT device, provided that the telecommunication, digital or IT operator does not act only as an intermediary between the electronic money holder and the supplier of the goods or the service provider. CHAPTER TWO ELECTRONIC MONEY ISSUERS, TERMS OF ISSUANCE AND REDEMPTION OF ELECTRONIC MONEY Article 4. Electronic Money Issuers 1. Electronic money issuers shall be: 1) credit institutions, including branches of foreign credit institutions established in the Republic of Lithuania; 2) electronic money institutions, electronic money institutions of another Member State and branches of electronic money institution of foreign states established in the Republic of Lithuania; 3) post office giro institutions which are entitled under national law to issue electronic money; 4) the European Central Bank and national central banks when the activities of electronic money issuance pursued by them are not related to their acting in the capacity of monetary authority or public authorities; 5) national, regional and local authorities of the Member States, when they issue electronic money in performing their functions. 2. The electronic money issuers indicated in subparagraphs 3, 4 and 5 of paragraph 1 of this Article shall have the right to issue electronic money without a licence entitling to issuance of electronic money. Article 5. Prohibition from Issuing Electronic Money The natural or legal persons who are not electronic money issuers shall be prohibited from issuing electronic money. Article 6. Conditions of Issuance and Redemption of Electronic Money 1. Electronic money issuers shall issue electronic money at par value on the receipt of funds from natural or legal persons. 2. Electronic money issuers must, upon request by electronic money holders, redeem at any moment and at par value the electronic money held by them. 3. The conditions of redemption of electronic money, the period thereof and any additional fees relating thereto must be stated in a contract between the electronic money issuer and the electronic money holder. The conditions of redemption of electronic money shall be given in the Lithuanian language, in easily understandable words and in a clear form comprehensible for the average user. The electronic money holder must be informed of those conditions before being bound by any contract or offer. 4. Redemption of electronic money may be subject to an additional fee only if stated in the contract between the electronic money issuer and the electronic money holder and only in any of the following cases: 1) where redemption of electronic money is requested before the termination of the contract; 2) where the electronic money holder terminates the contract before the termination date provided for in the contract; 3) where redemption of electronic money is requested more than one year after the date of termination of the contract. 5. An additional fee for redemption of electronic money must be commensurate with the actual costs incurred by the electronic money issuer. 6. Where redemption of electronic money is requested before the termination of the contract, the electronic money holder may request redemption of the electronic money in whole or in part. 7. Where redemption of electronic money is requested by the electronic money holder on or up to one year after the date of the termination of the contract, the total monetary value of the electronic money held by the electronic money holder shall be redeemed. 8. Where redemption is requested by the electronic money holder on or up to one year after the date of the termination of the contract and where the electronic money institution carries out one or more of the activities listed in subparagraph 4 of paragraph 2 of Article 10 of this Law and it is unknown in advance what proportion of funds is to be used as electronic money, all funds requested by the electronic money holder shall be redeemed. 9. The contract concluded between the persons who accept electronic money (other than consumers) and electronic money issuers may stipulate the conditions of redemption of electronic money other than specified in paragraphs 4-8 of this Article. Article 7. Prohibition of Interest Electronic money issuers shall be prohibited from granting of interest or any other benefit related to the length of time during which an electronic money holder holds the electronic money. Article 8. Liability for a Failure to Comply with the Conditions Provided for in Chapter Two of This Law and Procedure for Examining Requests (Complaints) Provisions of Chapter Six of the Law on Payments shall apply mutatis mutandis to infringements of Chapter Two of this Law and infringements of the procedure for examining requests (complaints). CHAPTER THREE ELECTRONIC MONEY INSTITUTIONS AND LICENSING OF ACTIVITIES THEREOF Article 9. Name and Registered Office of an Electronic Money Institution. Legal Acts Regulating the Activities of an Electronic Money Institution 1. The words “electronic money institution” or other combinations of these words or derivatives thereof may be used in the Republic of Lithuania solely by the persons referred to in subparagraph 2 of Article 4 of this Law in their name, for advertising or other purposes. 2. The legal form of an electronic money institution may be solely a public limited liability company or a private limited liability company. 3. An electronic money institution shall be required to have a registered office in the Republic of Lithuania. 4. In its activities, an electronic money institution shall comply with the Civil Code of the Republic of Lithuania, this Law, the Law on Payments, the legal acts adopted by the supervisory institution, other legal acts of the Republic of Lithuania and its articles of association. The Law on Financial Institutions, the Law of the Republic of Lithuania on Companies and other laws shall apply to an electronic money institution to the extent this Law does not provide otherwise. 5. An electronic money institution providing payment services hall be subject mutatis mutandis to the requirements of subparagraph 4 of paragraph 2 of Article 8 and Articles 10, 15, 16, 17, 18 and 20 of the Law on Payment Institutions. 6. An electronic money institution of another Member State providing payment services shall be subject mutatis mutandis to Article 11 of the Law on Payment Institutions. 7. The provisions of this Law regarding granting credit to consumers shall apply to the extent other laws regulating granting credit to consumers do not provide otherwise. Article 10. Activities of an Electronic Money Institution 1. A licence issued by the supervisory institution to an electronic money institution entitles the latter to issue electronic money and provide the payment services referred to in Article 5 of the Law on Payments. 2. In addition to issuance of electronic money and provision of the services referred to in Article 5 of the Law on Payments, an electronic money institution shall have the right: 1) to grant credit related to the payment services indicated in paragraphs 4, 5 or 7 of Article 5 of the Law on Payments, if the conditions indicated in paragraph 4 of this Article are me; 2) to provide the ancillary services closely related to issuance of electronic money and/or provision of payment services, such as foreign exchange, funds safekeeping activities, the storage and processing of data; 3) to operate payment systems in compliance with the requirements set forth in Article 8 of the Law on Payments; 4) in accordance with the procedure laid down by legal acts, to pursue business activities other than the issuance of electronic money, with the exception of the cases specified in paragraph 8 of Article 11 and paragraph 11 of Article 12 of this Law. 3. Any funds received by an electronic money institution from electronic money holders must be exchanged for electronic money without delay, as soon as it is technically possible. Such funds shall not constitute either a deposit or other repayable funds.   4. An electronic money institution may grant credit related to the payment services indicated in subparagraphs 4, 5 or 7 of Article 5 of the Law on Payments, only if the following conditions are met: 1) borrowed funds have been granted exclusively as an ancillary instrument in connection with the execution of a payment transaction; 2) the funds granted in connection with a payment and executed in accordance with Article 16 of this Law must be repaid within a period not exceeding twelve months; 3) the electronic money institution may not grant credit from the funds received and held for electronic money or for the purpose of executing a payment transaction; 4) the equity capital of an electronic money institution conforms to the requirements set forth in Article 21 of this Law and is adequate in accordance with the procedure laid down by legal acts of the supervisory institution. 5. An electronic money institution may not conduct the business of taking deposits or other repayable funds from non-professional participants of the market. 6. An electronic money institution may distribute and redeem, but may not issue electronic money through an agent of the electronic money institution acting on behalf of the electronic money institution or another natural or legal person. 7. Prior to taking decisions which restrict an electronic money institution’s freedom to dispose of the funds in its account or which otherwise restrict the right of the electronic money institution to issue electronic money or provide payment services, a court of the Republic of Lithuania and other institutions or officials stipulated by laws must obtain a conclusion of the supervisory institution on the impact of these decisions on the stability and soundness of the electronic money institution and the whole system of payment institutions, which the supervisory institution shall provide within three working days from the receipt of the request. Article 11. Licence of an Electronic Money Institution 1. The licence of an electronic money institution shall be valid also in other Member States. The procedure for issuing and replacing the electronic money institution’s licence shall be laid down by this Law and the legal acts of the supervisory institution. 2. An electronic money institution being incorporated may be registered with the Register of Legal Entities, and where the licence of the electronic money institution is issued not to the electronic money institution being incorporated, appropriate amendments may be made in the Register of Legal Entities solely upon issue of the licence of the electronic money institution. 3. For the issuance of a licence of an electronic money institution, an application and the following documents as well as data shall be submitted to the supervisory institution: 1) articles of association; 2) a programme of operations; 3) a business plan, including a forecast budget for the first three financial years which demonstrates that the electronic money institution is able to operate soundly and employs the appropriate internal control systems, procedures and resources; 4) the evidence that the minimum size of the equity capital does not fall below the amount specified in paragraph 2 of Article 20 of this Law; 5) a description of the measures taken (to be taken) for safeguarding electronic money holders’ funds, and where payment services not relating to issuance of electronic money are to be provided, also a description of the measures taken (to be taken) for safeguarding payment service users’ funds; 6) a description of the governance arrangements and internal control mechanisms applied (intended to be applied), including administrative, risk management and accounting procedures; 7) a description of the internal control mechanisms established (intended to be established) in order to comply with obligations in relation to prevention of money laundering and terrorist financing under the Law of the Republic of Lithuania on Prevention of Money Laundering and Terrorist Financing (hereinafter referred to as the “Law on Prevention of Money Laundering and Terrorist Financing”) and Regulation (EC) No 1781/2006 of the European Parliament and of the Council of 15 November 2006 on information on the payer accompanying transfers of funds (OJ 2006 L 345, p. 1); 8) a description of the structural organisation, including the intended use of branches, agents, natural or legal persons through which the electronic money institution intends to distribute or redeem electronic money or other entities to which activities will be outsourced, and a description of participation in payment systems; 9) the data on the identity of persons holding qualifying holdings in the authorised capital and/or voting rights of the electronic money institution, the size of their holdings in the authorised capital and/or voting rights, also evidence of the suitability of these persons taking into account the need to ensure the sound and prudent management of an electronic money institution; 10) the identity of directors, including the persons responsible for the management of the electronic money issuance activities of the electronic money institution, where the electronic money institution intends to issue electronic money and, at the same time, to be engaged in other activities indicated in subparagraph 4 of paragraph 2 of Article 10 of this Law, and where the electronic money institution intends to provide payment services not relating to issuance of electronic money, also the persons responsible for the provision of payment services as well as evidence that they are of good repute and meet the requirements set forth in paragraph 2 of Article 14 of this Law for qualifications and experience; 11) data of an audit firm which performs (is to perform) audit or a certified auditor (hereinafter referred to as the “auditor”) independently performing audits (hereinafter, when referring in this Law jointly to an audit firm and an auditor independently performing audits the concept “audit firm” shall be used), where they meet the requirements set forth in the Law on Financial Institutions and the Law of the Republic of Lithuania on Audit; 12) the address of the registered office. 4. The information indicated in subparagraphs 5, 6 and 8 of paragraph 3 of this Article must be accompanied by a description of the internal audit procedure and the organisational arrangements specifying the steps to be taken to protect the interests of electronic money holders and to ensure continuity and reliability in the issuance of electronic money. 5. The supervisory institution shall have the right, on the grounds of risk assessment, to carry out an on-site inspection of preparedness of a legal person applying for the issuance of an electronic money institution licence to issue electronic money. The on-site inspection of preparedness to issue electronic money shall mutatis mutandis be subject to provisions of Article 32 of this Law. 6. The supervisory institution must consider the submitted documents and take a decision on the issuance of an electronic money institution licence and give a written notice thereof to the applicant not later than within three months of receipt of the application and having regard to provisions of paragraph 2 of Article 28 of this Law. 7. The supervisory institution shall submit a justified refusal to issue an electronic money institution licence where: 1) submitted documents do not meet the requirements set in this Law and the legal acts adopted by the supervisory institution, not all data specified by the legal acts or additionally required have been submitted or they are incorrect; 2) the electronic money institution does not have a registered office in the Republic of Lithuania, the legal form, heads, minimum equity capital of the electronic money institution do not meet the requirements set forth by laws and the legal acts adopted by the supervisory institution; 3) there is a reason to doubt whether the persons holding a qualifying holding in the electronic money institution’s authorised capital and/or voting rights meet the criteria set forth in paragraph 1 of Article 15 of this Law; 4) close links exist between the electronic money institution and another person, which would prevent the effective exercise by the supervisory institution of supervision of the electronic money institution; 5) close links exist between the electronic money institution and a person from a foreign state whose legal acts governing the activities of this person or difficulties in ensuring compliance with the said legal acts may prevent the supervisory institution from effectively exercising the supervision of the electronic money institution; 6) taking into account the need to ensure the sound and prudent management of the electronic money institution, the electronic money institution does not have robust governance arrangements for its business of electronic money issuance which would be comprehensive and proportionate to the nature, scale and complexity of the activities of the electronic money institution, including a clear organisational structure enabling to ensure separation of functions and vertical and horizontal responsibility relationships with well-defined, transparent and consistent lines of responsibility, the procedures to identify, manage, monitor and report the risks to which it is or might be exposed, and internal control mechanisms, including sound administrative and accounting procedures. 8. Where an electronic money institution intends to issue electronic money and, at the same time, intends to engage or is engaged in other activities indicated in subparagraph 4 of paragraph 2 of Article 10 of this Law, the supervisory institution may refuse the issuance of an electronic money institution licence until the establishment of a separate legal entity for the electronic money issuance business, where the non-electronic money issuance activities wherein the electronic money institution is to be engaged or is engaged impair or are likely to impair either the financial soundness thereof or the ability of the supervisory institution to monitor compliance with all obligations laid down by this Law. 9. An electronic money institution licence shall be valid for an indefinite period. A electronic money institution holding an electronic money institution licence must, at all times, comply with the requirements set forth for the issuance of the electronic money institution licence.  In the cases and according to the procedure set forth in this Law and the legal acts adopted by the supervisory institution, the electronic money institution must notify the supervisory institution of any changes in the data submitted to obtain the electronic money institution licence. Article 12. Electronic Money Institution Licence for Restricted Activity 1. An electronic money institution licence for restricted activity shall be valid solely in the Republic of Lithuania. The preceding 6 months’ average outstanding electronic money of the electronic money institution to which the payment institution licence for restricted activity has been issued (where no activities are carried out, projected in a business plan) may not exceed LTL 3 million per month, with the exception of the case specified in paragraph 7 of this Article. An electronic money institution to which an electronic money institution licence for restricted activity has been issued shall not be subject to provisions of Articles 15, 20 and 21 of this Law. The procedure for issuing and replacing an electronic money institution licence for restricted activity shall be laid down by this Law and the legal acts adopted by the supervisory institution. 2. An electronic money institution licence for restricted activity shall be issued to a legal person whose heads, including the persons responsible for management of the electronic money institution’s electronic money issuance business, where the electronic money institution issues electronic money and, at the same time, is engaged in other activities indicated in subparagraph 4 of paragraph 2 of Article 10 of this Law, meet the requirements set forth in paragraph 3 of Article 14 of this Law.  3. An electronic money institution holding a licence of an electronic money institution to engage in restricted activities and intending to provide payment services not relating to electronic money must also conform to provisions of paragraphs 1 and 2 of Article 6 of the Law on Payment Institutions 4. For the issuance of a licence of an electronic money institution to engage in restricted activities, an application and the following documents as well as data shall be submitted to the supervisory institution: 1) articles of association; 2) a business plan, presenting a forecast budget for the first three financial years which demonstrates that the electronic money institution is able to operate soundly and employs the appropriate internal control systems, procedures and resources; 3) the documents proving that the preceding 6 months’ average outstanding electronic money of the electronic money institution (where no activities are carried out, projected in a business plan) does not exceed (will not exceed) LTL 3 million per month, and where the electronic money institution intends to provide payment services not relating to issuance of electronic money, also the document referred to in subparagraph 3 of paragraph 3 of Article 6 of the Law on Payment Institutions; 4) a description of the measures taken (to be taken) under Article 22 of this Law for safeguarding electronic money holders’ funds, and where payment services not relating to issuance of electronic money are to be provided, also the documents referred to in subparagraph 5 of paragraph 3 of Article 5 of the Law on Payment Institutions; 5) a description of the internal control mechanisms established (intended to be established) in order to comply with obligations in relation to prevention of money laundering and terrorist financing under the Law on Prevention of Money Laundering and Terrorist Financing and Regulation (EC) No 1781/2006 of the European Parliament and of the Council of 15 November 2006 on information on the payer accompanying transfers of funds;    6) a description of the structural organisation, including the intended use of branches, agents, natural or legal persons through which the electronic money institution intends to distribute or redeem electronic money or other entities to which activities will be outsourced, and a description of participation in payment systems; 7) the identity of directors, including the persons responsible for the management of the electronic money issuance activities of the electronic money institution, where the electronic money institution intends to issue electronic money and, at the same time, to be engaged in other activities indicated in subparagraph 4 of paragraph 2 of Article 10 of this Law, and where the electronic money institution intends to provide payment services not relating to issuance of electronic money, also the persons responsible for the provision of payment services as well as evidence that they meet the requirements set forth in paragraph 3 of Article 14 of this Law; 8) the address of the registered office. 5. An electronic money institution being established shall be registered in the Register of Legal Entities solely upon issuance of an electronic money institution licence for restricted activity, and where the electronic money institution licence for restricted activity has been issued to the legal person which has already been established, appropriate amendments in the Register of Legal Entities shall be made. 6. An electronic money institution to which an electronic money institution licence for restricted activity has been issued must supply information to the supervisory institution in relation to compliance with the requirements set forth in paragraphs 1 and 2 of this Article in accordance with the procedure laid down by the supervisory institution. 7. Where an electronic money institution to which an electronic money institution licence for restricted activity has been issued no longer meets the requirements set forth in paragraph 1 of this Article and/or paragraph 1 of Article 6 of the Law on Payment Institutions, it must, within 30 days from emergence of the mentioned circumstances, apply to the supervisory institution for the issuance of an electronic money institution licence in accordance with the procedure laid down in Article 11 of this Law. Where no application is lodged for the issuance of an electronic money institution licence within the specified time limit or where the supervisory institution does not issue the electronic money institution licence within the time limits laid down in Article 11 of this Law, the electronic money institution licence for restricted activity shall be withdrawn. 8. The supervisory institution shall have the right, on the grounds of risk assessment, to carry out an on-site inspection of preparedness of an electronic money institution applying for the issuance of an electronic money institution licence for restricted activity to issue electronic money. The on-site inspection of preparedness to issue electronic money shall mutatis mutandis be subject to provisions of Article 32 of this Law. 9. The supervisory institution must consider the submitted documents and take a decision on the issuance of an electronic money institution licence for restricted activity and give a written notice thereof to the applicant not later than within three months of receipt of the application and having regard to paragraph 2 of Article 28 of this Law. 10. The supervisory institution shall refuse to issue an electronic money institution licence for restricted activity where: 1) submitted documents do not meet the requirements set in this Law and the legal acts adopted by the supervisory institution, not all data specified by the legal acts or additionally required have been submitted or they are incorrect; 2) the electronic money institution does not have a registered office in the Republic of Lithuania, the legal form, heads of the electronic money institution do not meet the requirements set forth by laws and the legal acts adopted by the supervisory institution; 3) the electronic money institution does not meet the requirements set forth in paragraphs 1 and 2 of this Law; 4) taking into account the need to ensure the sound and prudent management of the electronic money institution, the electronic money institution does not have robust governance arrangements for its business of electronic money issuance which would be comprehensive and proportionate to the nature, scale and complexity of the activities of the electronic money institution, including a clear organisational structure enabling to ensure separation of functions and vertical and horizontal responsibility relationships with well-defined, transparent and consistent lines of responsibility, and does not have internal control mechanisms, including sound administrative and accounting procedures. 11. Where an electronic money institution intends to issue electronic money and, at the same time, intends to engage or is engaged in other activities indicated in subparagraph 4 of paragraph 2 of Article 10 of this Law, the supervisory institution may refuse the issuance of an electronic money institution licence for restricted activity until the establishment of a separate legal entity for the electronic money issuance business, where the non-electronic money issuance activities wherein the electronic money institution is engaged impair or are likely to impair either the financial soundness thereof or the ability of the supervisory institution to monitor compliance with all obligations laid down by this Law. 12. A licence of an electronic money institution to engage in restricted activities shall be valid for an indefinite period. A electronic money institution holding an electronic money institution licence for restricted activity must, at all times, comply with the requirements set forth for the issuance of the electronic money institution licence for restricted activity.  In the cases and according to the procedure set forth in this Law and the legal acts adopted by the supervisory institution, the electronic money institution must notify the supervisory institution of any changes in the data submitted to obtain the electronic money institution licence for restricted activity. Article 13. Withdrawal of a Licence or Suspension of Validity Thereof 1. A licence shall be withdrawn in the cases specified in paragraph 1 and subparagraphs 1, 3-8 of paragraph 2 of Article 10 of the Law on Financial Institutions. 2. In addition to the grounds specified in paragraph 1 of this Article, a licence may also be withdrawn by a decision of the supervisory institution where: 1) the electronic money institution does not meet the requirements set forth for the issuance of the licence; 2) the electronic money institution would constitute a threat to the stability of payment systems by continuing its business of electronic money issuance; 3) the electronic money institution ceases to exist due to reorganisation where its rights and duties relating to the issuance of electronic money are transferred to a legal person not meeting the requirements set forth for the electronic money institution or a decision is taken on the winding up of the electronic money institution. 3. In the event of withdrawal of a licence on the grounds specified in subparagraph 3 of paragraph 2 of this Article or subparagraph 8 of paragraph 2 of Article 10 of the Law on Financial Institutions, a decision of the supervisory institution shall indicate the reasons for taking of the decision and a notice shall be given to an electronic money institution of the decision taken within five working days. In other cases, the licence shall be withdrawn in accordance with the procedure laid down by Articles 35 and 36 of this Law. 4. Validity of a licence shall be suspended on the grounds and in accordance with the procedure laid down by Articles 35 and 36 of this Law. 5. Upon withdrawal of a licence or suspension of validity thereof, an electronic money institution shall not have the right to issue electronic money and provide payment services, except to the extent it is necessary to settle with electronic money holders and payment service users. 6. Upon withdrawal of a licence and not later than within two months, bodies of an electronic money institution must take a decision on liquidation or reorganisation of the electronic money institution or take a decision on changing the type of business and effect appropriate amendments to the articles of association, the name and other relevant amendments relating to the change in the type of business. Appropriate amendments must be made to the Register of Legal Entities. CHAPTER FOUR MANAGEMENT OF AN ELECTRONIC MONEY INSTITUTION Article 14. Bodies and Heads of an Electronic Money Institution 1. An electronic money institution must have the following bodies: the general meeting of shareholders, the head of the company and, if the electronic money institution is a financial undertaking, the supervisory board and the board. 2. The heads of an electronic money institution holding a licence of an electronic money institution must be of good repute and possess the qualification and experience necessary to properly perform their duties. Appraisal of the good repute of the heads shall mutatis mutandis be subject to provisions of paragraphs 12 and 13 of Article 34 of the Law on Banks. Requirements for the qualifications and experience of the heads shall be set by legal acts of the supervisory institution. 3. The heads of an electronic money institution holding a licence for restricted activity must meet the requirements of preparedness and suitability as set forth by the legal acts adopted by the supervisory institution, including the requirement that none of them may have be convicted of a crime or misdemeanour relating to money laundering or terrorist financing, a  serious or grave crime or a crime or misdemeanour against property, property rights and property interests, the economy and business practice, the financial system or of corresponding criminal acts under criminal laws of foreign states, irrespective of whether the conviction has expired. 4. An electronic money institution must give a notice to the supervisory institution of the envisaged changes in heads of the electronic money institution and also supply the information specified by the supervisory institution and required for evaluating whether the heads meet the requirements set forth for them in paragraphs 2 or 3 of this Article.  The newly elected (appointed) heads of the electronic money institution may assume office solely if the supervisory institution does not oppose their candidacies. The supervisory institution shall have the right to oppose the candidacies of the heads of the electronic money institution where they do not meet the requirements specified in paragraphs 2 or 3 of this Article. 5. Where the supervisory institution does not, within 30 calendar days from the receipt of a notice of the projected changes of heads and the entire required information, declare its opposition, it shall be considered that the supervisory institution does not oppose the candidacies of the heads to be elected (appointed). 6. Paragraphs 2, 3 and 4 of this Article shall also apply to heads of a branch of an electronic money institution of a foreign state. Article 15. Qualifying Holding in an Electronic Money Institution’s Authorised Capital and/or Voting Rights 1. The supervisory institution shall assess the suitability of the person acquiring a qualifying holding in an electronic money institution’s authorised capital and/or voting rights according to the following criteria: 1)   1) the ability of the acquirer to ensure a sound and prudent management of the electronic money institution; 2)   the good repute of the acquirer as specified in paragraphs 12 and 13 of Article 34 of the Law on Banks; 3)   the financial soundness of the acquirer. 2. Acquisition and loss of a qualifying holding in an electronic money institution’s authorised capital and/or voting rights as well as suspension of the right to exercise a voting right shall mutatis mutandis be subject to provisions of Articles 24, 25 and 26 of the Law on Banks.  CHAPTER FIVE RIGHTS OF AN ELECTRONIC MONEY INSTITUTION, ELECTRONIC MONEY INSTITUTION OF ANOTHER MEMBER STATE AND ELECTRONIC MONEY INSTITUTION OF A FOREIGN STATE Article 16. Right of an Electronic Money Institution to Issue Electronic Money in Other Member States 1. An electronic money institution shall have the right to establish a branch in another Member State, issue electronic money without establishing a branch or distribute and redeem electronic money through natural or legal persons. 2. Prior to establishing a branch in another Member State or if planning to distribute and redeem electronic money in another Member State through an established legal or natural person, an electronic money institution must give a notice thereof to the supervisory institution indicating its name, address, the contact person and the Member State wherein it intends to establish the branch or distribute and redeem electronic money through the established natural or legal person and also supply information on the organisational structure of the branch, the heads thereof, and where electronic money is to be distributed and redeemed through an established natural or legal person, the name of the person (name, surname), the registered office (address), the organisational structure, contact data must be indicated. 3. The supervisory institution must forward the information supplied by an electronic money institution within one month from the receipt of the information to the supervisory institution of another Member State. The supervisory institution shall have the right to refuse the forwarding of the information to the supervisory institution of another Member State where the organisational structure, heads of a branch or the financial situation of the electronic money institution do not meet the requirements set forth by this Law. Reasons must be given for the refusal of the supervisory institution to forward the information, and a decision thereon must be taken within one month of the receipt of the information referred to paragraph 2 of this Article. The electronic money institution must be forthwith notified of the forwarding of the information or refusal to forward it to the supervisory institution of another Member State. 4. Where an electronic money institution has already established at least one branch in another Member State, the procedure set forth in this Article shall not apply to the establishment of other branches thereof in that Member State. 5. An electronic money institution wishing to issue electronic money in another Member State without establishing a branch or to distribute and redeem electronic money through a natural or legal person operating in another Member State must give a notice thereof to the supervisory institution. The notice must indicate the name of the electronic money institution providing the notice, the address thereof, the contact person. The supervisory institution must, within one month, forward this information to the supervisory institution of another Member State or refuse to forward it where the financial situation of the electronic money institution does not meet the requirements set forth by this Law, and give a notice thereof to the electronic money institution. 6. Where the supervisory institution of another Member State informs that it has reasonable grounds to suspect that, in connection with the establishment of a branch by an electronic money institution, money laundering and/r terrorist financing has taken, is taking or will take place, or that the establishment of such branch could increase the risk of money laundering and/or terrorist financing, the supervisory institution shall have the right to refuse, on these grounds, to enter the branch or agent in the public list of electronic money institutions or to remove them from this list. 7. In exercising supervision and imposing sanctions on a branch established by an electronic money institution in another Member State or another entity to which activities are outsourced, the supervisory institution shall co-operate with the supervisory institution of another Member State. 8. The supervisory institution shall provide the supervisory institution of another Member State with requested information, in particular in the case of infringements or suspected infringements by a branch established by an electronic money institution in another Member State or another entity to which activities are outsourced and, on its own initiative, all other relevant information. Article 17. Right of an Electronic Money Institution of Another Member State to Issue Electronic Money in the Republic of Lithuania 1. An electronic money institution of another Member State may establish a branch in the Republic of Lithuania, issue electronic money without establishing a branch or distribute and redeem electronic money through natural or legal persons. 2. An electronic money institution of another Member State may, in the Republic of Lithuania, establish a branch and issue electronic money which it is entitled to issue under an authorisation granted by the supervisory institution of another Member State where the supervisory institution receives from the supervisory institution of another Member State a notice indicating the name and address of the electronic money institution and information on the organisational structure of the branch, the heads of the branch. 3. An electronic money institution of another Member State may commence issuance and redemption of electronic money in the Republic of Lithuania through a natural or legal person where the supervisory institution receives from the supervisory institution of another Member State a notice containing the name (name, surname) of the natural or legal person, the registered office (address) thereof in the Republic of Lithuania, the contact data, the contact person of the electronic money institution. 4. Where an electronic money institution of another Member State has already established at least one branch in the Republic of Lithuania, the procedure set forth by this Article shall not apply to the establishment of other branches thereof. 5. An electronic money institution of another Member State may commence issuance of electronic money in the Republic of Lithuania without establishing a branch from the receipt, by the supervisory institution from the supervisory institution of another Member State, a notice indicating the name of the electronic money institution and the date of commencing the issuance of electronic money. 6. Where the supervisory institution has reasonable grounds to suspect that, in connection with the establishment of a branch of an electronic money institution of another Member State, money laundering and/or terrorist financing has taken, is taking or will take place, or that the establishment of such branch could increase the risk of money laundering and/or terrorist financing, it shall so inform the supervisory institution of another Member State. 7. The supervisory institution shall co-operate with the supervisory institution of another Member State exercising supervision of and imposing sanctions on a branch established by an electronic money institution of another Member State in the Republic of Lithuania or another entity to which activities are outsourced. Article 18. Activities of Branches of Electronic Money Institutions of Foreign States in the Republic of Lithuania 1. A branch of an electronic money institution of a foreign state may commence the issuance of electronic money and provision of payment services related to the issuance of electronic money in the Republic of Lithuania only upon obtaining a licence of a branch of an electronic money institution of a foreign state. A licence of a branch of an electronic money institution of a foreign state shall be valid for an indefinite period. 2. A licence of a branch of an electronic money institution shall be valid only in the Republic of Lithuania and shall not entitle to issuance of electronic money in other Member States, also to provision of payment services not related to issuance of electronic money in the Republic of Lithuania and other Member States. 3. The procedure for issuing and replacing the licence of a branch of an electronic money institution of a foreign state shall be laid down by this Law and the legal acts of the supervisory institution. 4. The activities, supervision and termination of a branch of an electronic money institution of a foreign state shall be subject to the same requirements as applicable to electronic money institutions, having regard to the specific nature of the legal status and activities of the branch and to the exceptions specified in the legal acts of the supervisory institution. 5. Branches of an electronic money institution of a foreign state, activities and termination thereof shall not be subject to the requirements set forth for electronic money institutions in paragraphs 2 and 6 of Article 9, Articles 11, 12, 15, 16, 17, 20, 21, 42 and 44 of this Law. 6. Where a branch of an electronic money institution of a foreign state holds a licence, other branches established in the Republic of Lithuania by the electronic money institution of the foreign state shall have the right to issue electronic money without obtaining a licence. In this case, the electronic money institution of the foreign state must specify one branch which would provide the supervisory institution with the information on all branches established in the Republic of Lithuania as specified in this Law and legal acts of the supervisory institution. 7. In order to obtain a licence, an electronic money institution of a foreign state shall submit to the supervisory institution an application and the following documents and data: 1) a certificate issued by a register of the foreign state wherein the electronic money institution is established, a licence or other documents supporting the identification data of the electronic money institution of the foreign state and the right to issue electronic money; 2) articles of association of the electronic money institution of the foreign state and a description of activities carried out in the foreign state; 3) data on members of the management and supervisory bodies of the electronic money institution of the foreign state, the persons holding qualifying holdings in the authorised capital and/or voting rights thereof and the persons having close links with the electronic money institution of the foreign state; 4) financial statements of the electronic money institution of the foreign state for the last three years along with an auditor’s opinion; 5) decision of a body of the electronic money institution of the foreign state to establish a branch in the Republic of Lithuania and appoint heads of the branch; 6) a written confirmation that the supervisory institution of a foreign state under whose jurisdiction the electronic money institution falls does not object to the establishment of the branch in the Republic of Lithuania and information of this supervisory institution on the procedure for supervising the electronic money institution of the foreign state in that state, including branches thereof in foreign states, and the requirements set for electronic money institutions as well as the obligation to exercise supervision of the branch established in the Republic of Lithuania and to provide information to the Lithuanian supervisory institution; 7) the written information at the disposal of the supervisory institution of a foreign state under whose jurisdiction the electronic money institution of the foreign state falls relating to the financial situation of the electronic money institution of the foreign state applying for the licence and information on the sanctions imposed against it over the last three years; 8) the identity of heads of the branch and evidence that they are of good repute and meet the requirements set forth in paragraph 2 of Article 14 of this Law for qualifications and experience; 9) the documents and data specified in subparagraphs 1, 2, 3, 5, 6, 7 of paragraph 3 of Article 11 of this Law and relating to activities of the branch; 10) the address of the registered office. 8. The supervisory institution shall have the right, on the grounds of risk assessment, to carry out an on-site inspection of preparedness of a branch of an electronic money institution of a foreign state applying for the issuance of a licence to issue electronic money. The on-site inspection of preparedness shall mutatis mutandis be subject to provisions of Article 32 of this Law. 9. The supervisory institution must consider the submitted documents and take a decision on the issuance of a licence to a branch of an electronic money institution of a foreign state and give a written notice thereof to the applicant not later than within three months of receipt of the application and having regard to provisions of paragraph 2 of Article 28 of this Law. 10. The supervisory institution shall submit a justified refusal to issue a licence to a branch of an electronic money institution of a foreign state where: 1)   submitted documents do not meet the requirements set in this Law and the legal acts adopted by the supervisory institution, not all data specified by the legal acts or additionally required have been submitted or they are incorrect; 2)   there is reason to doubt whether the electronic money institution of the foreign state establishing the branch will be capable of ensuring the sound and prudent management of the branch established in the Republic of Lithuania; 3) heads of the branch of the electronic money institution of the foreign state do no meet the requirements set forth by legal acts; 4) the supervisory institution of a foreign state under whose jurisdiction the electronic money institution falls objects to the establishment of the branch in the Republic of Lithuania or where the procedure for supervising an electronic money institution of a foreign state in that state and the requirements set for electronic money institutions do not adequately ensure safe and sound activities of the branch or may prevent the supervisory institution from exercising its functions; 5) the supervisory institution of a foreign state under whose jurisdiction the electronic money institution falls does not undertake to supervise the activities of the branch of the electronic money institution of the foreign state in the Republic of Lithuania and provide information to the supervisory institution under the terms acceptable to it; 6) taking into account the need to ensure the sound and prudent management of the branch of the electronic money institution of the foreign state, the branch of the electronic money institution of the foreign state does not have robust governance arrangements for its electronic money issuance business, which include a clear organisational structure with well-defined, transparent and consistent lines of responsibility, the procedures to identify, manage, monitor and report the risks to which it is or might be exposed, and internal control mechanisms, including sound administrative and accounting procedures. Those arrangements, risk management procedures and internal control mechanisms must be comprehensive and proportionate to the nature, scale and complexity of the electronic money issuance business of the branch of the electronic money institution of the foreign state. 11. A branch of an electronic money institution of a foreign state holding a licence issued by the supervisory institution must, at all times, comply with the requirements set forth for the issuance of the licence.  In the cases and according to the procedure set forth in this Law and the legal acts adopted by the supervisory institution, the branch of the electronic money institution of the foreign state must notify the supervisory institution of any changes in the data submitted to obtain the licence of the branch of the electronic money institution of the foreign state. 12. In addition to the grounds specified in Article 13 of this Law, a licence issued to an electronic money institution of a foreign state shall also be withdrawn when a licence issued to the electronic money institution of the foreign state which has established a branch is withdrawn or a decision is adopted on the winding up of the electronic money institution of the foreign state which has established the branch or bankruptcy proceedings are initiated against it. Article 19. Public List of Electronic Money Institutions 1. The electronic money institutions holding a licence of the supervisory institution and registered in the Register of Legal Entities, their branches and agents as well as branches of electronic money institutions of foreign states established in the Republic of Lithuania and their agents shall be entered in a public list of electronic money institutions. 2. Electronic money institutions and branches of electronic money institutions of foreign states established in the Republic of Lithuania shall be entered in the public list of electronic money institutions within five working days of receiving a licence and entering in the Register of Legal Entities, the branches of electronic money institutions – within five working days of submitting all required documents, and the branches and agents of electronic money institutions operating in other Member States and agents – within one month of submitting all required documents. 3. The electronic money institutions holding a licence of an electronic money institution shall be entered in the public list of electronic money institutions separately from the electronic money institutions holding a licence of an electronic money institution to engage in restricted activities. 4. The manager of the public list of electronic money institutions, namely, the supervisory institution, shall publish any entry in the list of an electronic money institution, its branch, a branch of an electronic money institution of a foreign state, a change in the data or information thereon and shall update this information on the website of the supervisory institution. 5. The public list of electronic money institutions shall be managed in accordance with the procedure laid down by the legal acts adopted by the supervisory institution. CHAPTER SIX ELECTRONIC MONEY INSTITUTION’S EQUITY CAPITAL AND SAFEGUARDING REQUIREMENTS Article 20. Elektroninių pinigų įstaigos minimalus nuosavas kapitalas 1. The minimum equity capital of an electronic money institution shall be comprised of the following items: 1) paid-up authorised capital (reduced by the value of bought-up …