Executive Board

The Executive Board (“EB“) is a collegial management body of the Company. If no Supervisory Board (“SB”) is established, the EB can also be entrusted with a part of the supervisory duties of the SB. Establishment of the EB is optional.

Division of Duties: Generally speaking, the EB has the high-level responsibility for the business of the Company, including establishing the overall strategy, making certain “material” decisions and appointing the Managing Director (“MD“). The EB also decides on establishment of subsidiaries and other material investments of the Company.

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Composition: The EB must be composed of at least 3 members and no maximum applies. Only physical persons can be appointed to the EB and the EB elects its own Chairman. The EB members are prohibited from being SB members and if the EB is entrusted with the supervisory duties of the SB (when no SB is established), no EB members are allowed to be appointed MD of the Company and more than half of the EB members cannot be engaged in any labor relations with the Company.

Appointment/Dismissal Competence: The EB members are appointed by the SB or by the General Meeting (“GM”) (cumulative voting system) (if no SB is established). The EB members are appointed for a maximum tenure of 4 year (with possible reappointment).

Alternates:  Not applicable.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Lithuania on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with COBALT before actually changing any board members in Lithuania.

Appointment (by the Supervisory Board)
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of SB meeting.

Convening notice.

No.

Within reasonable time for all SB members to participate (if not otherwise specified in the Rules of Procedure of the SB (“RoP”)).

No.

No.

Yes, if all SB members concur.

Convening notice to be given in writing or any other way to all SB members (if not provided otherwise in the RoP).

2

SB Meeting.

Minutes of the SB Meeting or Decision of the SB.

Yes, to be signed by the Secretary and/or Chairman of the SB Meeting or all SB members (in case of Decision of the SB).

On the date agreed by the SB members.

Yes.

No.

No, however, no physical meeting is required if all SB members concur. 

The appointment will become effective as per the date of the SB Meeting and is generally not affected by the registration with the Lithuanian Register of Legal Entities (cf. Step 3).

3

Filing with the Lithuanian Register of Legal Entities.

(i) Online or hard copy filing forms;

(ii) Minutes of the SB Meeting or the Decision of the SB;

(iii) Power of Attorney (if the documents are being submitted by an authorized person).

Yes, forms to be signed by an authorized person or the MD.

No later than 30 calendar days following the SB Meeting.

Yes, the original Minutes of the SB Meeting or the Decision of the SB is to be filed.

No.

No.

If a foreigner is appointed to the EB, residence addresses and copies of passport of such person also have to be submitted to the Lithuanian Register of Legal Entities. 

Appointment of EB members can also be filed online through self-service webpage of the Lithuanian Register of Legal Entities.

1
Step 1
No specific requirements*
2
Step 2
0 days
3
Step 3
0-30 days

0-30 days + reasonable time

*Within reasonable time for each SB members to participate in the SB Meeting.

Appointment (by the General Meeting)
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice.

No, however usually signed by the MD.

Minimum calendar 21 days prior to the GM.

No.

No.

Yes, if all Shareholders concur.

Convening notice to be published in a daily provided in the AoA or a website of Lithuanian Register of Legal Entities (depending on the procedure indicated in the AoA) or given in writing (delivered against acknowledgment of receipt or sent by registered mail) to all Shareholders.

2

GM.

Minutes of the GM or Shareholders’ Decision.

Yes, to be signed by the Secretary and/or Chairman of the GM or all Shareholders (in case of Shareholders’ Decision).

On the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

No.

No, however, no physical meeting is required if all Shareholders concur. 

The appointment will become effective as per the date of the GM and is generally not affected by the registration with the Lithuanian Register of Legal Entities (cf. Step 3).

3

Filing with the Lithuanian Register of Legal Entities.

(i) Online or hard copy filing forms;

(ii) Minutes of the GM or the Shareholders’ Decision.

(iii) Power of Attorney (if the documents are being submitted by an authorized person).

Yes, forms to be signed by an authorized person or the MD.

No later than 30 calendar days following the GM.

Yes, the original Minutes of the GM or the Shareholders’ Decision is to be filed. 

No.

No.

If a foreigner is appointed to the EB, residence addresses and copies of passports of such person also have to be submitted to the Lithuanian Register of Legal Entities.

Appointment of EB members can also be filled online through self-service webpage of the Lithuanian Register of Legal Entities.

1
Step 1
0-21 days*
2
Step 2
0 days
3
Step 3
0-30 days

0-51 days

*Less than 21 days only possible if Step 1 is waived.

Dismissal (by the Supervisory Board)
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of SB Meeting

Convening notice.

No.

Within reasonable time for all SB members to participate (if not otherwise specified in the Rules of Procedure of the SB (“RoP”)).

No.

No.

Yes, if all SB members concur.

Convening notice to be given in writing or any other way to all SB members (if not provided otherwise in the RoP).

2

SB Meeting.

Minutes of the SB Meeting or Decision of the SB.

Yes, to be signed by the Secretary and/or Chairman of the SB Meeting or all SB members (in case of Decision of the SB).

On the date agreed by the SB members.

Yes.

No.

No, however, no physical meeting is required if all SB members concur. 

The dismissal will become effective as per the date of the SB Meeting and is generally not affected by the registration with the Lithuanian Register of Legal Entities (cf. Step 3).

3

Filing with the Lithuanian Register of Legal Entities.

(i) Online or hard copy filing forms;

(ii) Minutes of the SB Meeting or the Decision of the SB;

(iii) Power of Attorney (if the documents are being submitted by an authorized person).

Yes, forms to be signed by an authorized person or the MD.

No later than 30 calendar days following the SB Meeting.

Yes, the original Minutes of the SB Meeting or the Decision of the SB is to be filed.

No.

No.

Dismissal of EB members can also be filled online through self-service webpage of the Lithuanian Register of Legal Entities.

1
Step 1
No specific requirements*
2
Step 2
0 days
3
Step 3
0-30 days

0-30 days + reasonable time

*Within reasonable time for each SB members to participate in the SB Meeting.

Dismissal (by the General Meeting)
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice.

No, however usually signed by the MD.

Minimum 21 calendar days prior to the GM.

No.

No.

Yes, if all Shareholders concur.

Notice to be published in a daily provided in the AoA or a website of Lithuanian Register of Legal Entities (depending on the procedure indicated in the AoA) or given in writing (delivered against acknowledgment of receipt  or sent by registered mail) to all Shareholders.

2

GM.

Minutes of the GM or Shareholders’ Decision.

Yes, to be signed by the Secretary and/or Chairman of the GM or all Shareholders (in case of Shareholders’ Decision).

On the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

No.

No, however, no physical meeting is required if all Shareholders concur. 

The dismissal will become effective as per the date of the GM and is generally not affected by the registration with the Lithuanian Register of Legal Entities (cf. Step 3).

3

Filing with the Lithuanian Register of Legal Entities.

(i) Online or hard copy filing forms;

(ii) Minutes of the GM or the Shareholders’ Decision;

(iii) Power of Attorney (if the documents are being submitted by an authorized person).

Yes, forms to be signed by an authorized person or the MD.

No later than 30 calendar days following the GM.

Yes, the original Minutes of the GM or the Shareholders’ Decision is to be filed. 

No.

No.

Dismissal of EB members can also be filled online through self-service webpage of the Lithuanian Register of Legal Entities.

1
Step 1
0-21 days*
2
Step 2
0 days
3
Step 3
0-30 days

0-51 days

*Less than 21 days only possible if Step 1 is waived.

Fee quote

COBALT has provided all input about changing board members in Lithuania. COBALT is the new [...] closely integrated legal services alliance formed by Raidla Lejins & Norcous offices in Lithuania and Latvia, LAWIN office in Estonia and a newly established law office in Belarus.

COBALT is a recognized legal advisor in domestic and cross-border acquisitions, disposals, mergers, de-mergers, private equity, and venture capital investments, joint ventures, shareholder buyouts, LBOs and MBOs, share buybacks.

For more information about COBALT and changing board members in Lithuania, please use the below contacts:

TEL: +370 672 17478
EMAIL: Juozas.Rimas@cobalt.legal
WEB: www.cobalt.legal