Fee quote

Managing Director

All Lithuanian Private Limited Liability Companies must have a Managing Director (“MD“) either in combination with a Supervisory Board (“SB”) and/or an Executive Board (“EB”) or with the MD being the sole governing body of the Company.

Division of Duties: Generally speaking, the MD handles and is responsible for the “day-to-day” operations of the Company. The MD organises daily activities of the Company, hires and dismisses employees, provides incentives and imposes penalties and, if no rule of quantitative representation is provided in the Articles of Association (“AoAs”) of the Company, acts solely on behalf of the Company in relations with third parties. [...] Reference is made to the description of, respectively, “Supervisory Board” and “Executive Board” for the division of roles when such governing bodies are established

Composition: The MD is a single-person management body of the Company. Only a physical person can be a MD.

Appointment/Dismissal Competence: The MD is appointed by the EB or the SB (if no EB is established) or by the General Meeting (“GM”) (if the MD is the sole governing body of the Company). An employment contract must be entered into between the Company and the MD.

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 Supervisory Board or Executive Board)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of EB Meeting/SB Meeting (the latter if no EB is established).

Convening notice.

No.

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

No.

No.

Yes, if all EB/SB members concur.

Notice to be given in writing or any other way to all EB/SB member (if not provided otherwise in the RoP).
2

EB/SB Meeting.

Minutes of the EB/SB Meeting or Decision of the EB/SB.

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

On the date agreed by the EB/SB members.

Yes.

No.

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

The appointment will become effective as per the date of the EB/SB Meeting (or any other date indicated by the EB/SB) 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 EB/SB Meeting or the Decision of the EB/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 5 calendar days following the EB/SB Meeting.

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

No.

No.

If a foreigner is appointed, residence address and a copy of passport of such person also has to be submitted to the Lithuanian Register of Legal Entities.

Appointment of the MD 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
0-5 days

0-5 days + reasonable time

*Within reasonable time for each EB/SB members to participate in the EB/SB Meeting.
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Appointment (by the General Meeting)
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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.

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 (or any other date indicated by the Shareholders) 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 5 calendar days following the GM.

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

No.

No.

If a foreigner is appointed, residence address and a copy of passport of such person also has to be submitted to the Lithuanian Register of Legal Entities.

Appointment of the MD can also be filed 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
0-5 days

0-26 days

*Less than 21 days only possible if Step 1 is waived.
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Dismissal (by Supervisory Board or Executive Board)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of EB Meeting or SB Meeting (the latter if no EB is established).

Convening notice.

No.

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

No.

No.

Yes, if all EB/SB members concur.

Convening notice to be given in writing or any other way to all EB/SB members (if not provided otherwise in the RoP).
2

EB/SB Meeting.

Minutes of the EB/SB Meeting or Decision of the EB/SB.

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

On the date agreed by the EB/SB members.

Yes.

No.

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

The dismissal will become effective as per the date of the EB/SB Meeting (or any other date indicated by the EB/SB) 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 EB/SB Meeting or the Decision of the EB/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 5 calendar days following the EB/SB Meeting.

Yes, the original Minutes of the EB/SB Meeting or the Decision of the EB/SB are to be filed. 

No.

No.

Dismissal of the MD 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
0-5 days

0-5 days + reasonable time

*Within reasonable time for each EB/SB members to participate in the EB/SB Meeting.
Download/print Checklist Fee quote
Dismissal (by the General Meeting)
Download/print Checklist Fee quote
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.

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 dismissal will become effective as per the date of the GM (or any other date indicated by the Shareholders) 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 5 calendar days following the GM.

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

No.

No.

Dismissal of the MD 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
0-5 days

0-26 days

*Less than 21 days only possible if Step 1 is waived.
Download/print Checklist Fee quote
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