Legal Cross Border - Lithuania

Lithuanian Structure
Public Limited Liability Companies
Private Limited Liability Companies

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Supervisory Board

The Supervisory Board (“SB“) is a collegial body supervising the activities of the Company’s management. Establishment of the SB is optional.

Division of Duties: Generally speaking, the SB supervises the Executive Board (“EB“) and/or the Managing Director (“MD“) of the Company and acts as an advising body of the Company. The SB is responsible for appointment of the members of EB or the appointment of the MD (if no EB is established).

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Composition: The SB consists of at least 3 members and maximum 15 members. Both physical persons and legal entities can be appointed to the SB, and the SB elects its own Chairman. The MD and the EB members are prohibited from serving in the SB. In addition, more than half of the SB members cannot be engaged in any labor relations with the Company.

Appointment/Dismissal Competence: The SB members are appointed by the General Meeting (“GM”) (cumulative voting system) for a maximum tenure of 4 years (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

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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 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 or a legal entity established outside Lithuania is appointed to the SB, residence addresses and copies of passports of such physical person or extracts from the corporate registers of the legal entity are to be submitted to the Lithuanian Register of Legal Entities. Appointment of SB member can also be filed online through self-service webpage of the Lithuanian Register of Legal Entities.

Step

Action

Documentation

Signatures?

Timing

Originals?

Notarization/
Certification?

Waiver of
Step?

Miscellaneous

Convening of GM.

Convening notice.

No, however usually signed by the MD.

Minimum 21 calendar days prior to the GM.

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.

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).

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.

If a foreigner or a legal entity established outside Lithuania is appointed to the SB, residence addresses and copies of passports of such physical person or extracts from the corporate registers of the legal entity are to be submitted to the Lithuanian Register of Legal Entities.

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

Step 1

0-21 days*

Step 2

0 days

Step 3

0-30 days

0-51 days

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

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Dismissal

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

Step

Action

Documentation

Signatures?

Timing

Originals?

Notarization/
Certification?

Waiver of
Step?

Miscellaneous

Convening of GM.

Convening notice.

No, however usually signed by the MD.

Minimum 21 calendar days prior to the GM.

No.

Yes, if all Shareholders concur.

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).

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.

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

Step 1

0-21 days*

Step 2

0 days

Step 3

0-30 days

0-51 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

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