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Last call: need to amend articles of association

Lithuania: only two months left to change articles of association.

Under the Law on Adoption of the Euro, public (AB) and limited liability (UAB) companies must change their articles of association by converting the share capital and nominal value of their shares to euro. A transition period of two years is set for conversion. The term expires in two months, i.e., amended articles of association must be filed with the Register of Legal Entities (Register) by 31 December 2016.

UAB companies can file amended articles of association with the Register electronically (via the self-service website of the state enterprise) if the company approves exemplary articles of association (accessible via the following link: http://ukmin.lrv.lt/lt/veiklos-sritys/verslo-aplinka/imoniu-teise/pavyzdiniai-steigimo-dokumentai).

In other instances, the articles of association have to be reviewed and approved by a notary. Notarisation of the articles of association is also required for public liability (AB) companies. We recommend not to leave this issue to the last minute but to change the articles of association as soon as possible. Note that where the shareholders of a company are foreign companies, the process could take extra time. In some instances, not only must the new articles of association and decision of the shareholders be presented to a notary, but also a translation and certification with an apostille of an excerpt from the foreign register of the shareholder may be required. Companies failing to comply with this requirement could face problems in the future as notaries might refuse to approve company transactions. Moreover, the Register is considering including those companies on a list of unreliable companies or initiating liquidation. The general manager of the company is responsible for changing articles of association. Breach of this requirement could result in a penalty from 28 EUR to 1 148 EUR.