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Takeovers - Lithuania

Updated 10/2010

Legal requirements

The following legal acts regulate the takeover of a business:

  • Civil Code lietuvių
  • Law on Companies lietuvių
  • Law on European Companies lietuvių
  • Law on Individual Enterprises lietuvių
  • Law on State and Municipal Enterprises lietuvių
  • Law on Budgetary Institutions lietuvių
  • Rules of the Register of Legal Entities lietuvių
  • Rates of Payment to the Centre of Registers for the Registration of Legal Entities, Branches or Representative Offices lietuvių
  • Law on Securities
  • Regulations for the Preparation and Approval of the Official Proposal Circular and the Implementation of the Official Proposal lietuvių

Types of takeover

Acquisition of another enterprise is the purchase of a company as a property complex, and is regulated by Articles 6.402-6.410 of the Civil Code.

Cross-border mergers of companies are also regulated.

Steps in the takeover process

If you have bought shares that grant more than 1/3 of the votes in a company whose shares are being traded in a regulated market, you must transfer the shares that are over this limit, or you must issue a mandatory official proposal to buy up all of the remaining shares with voting rights in the company.

All information about the official proposal being issued shall be provided in a circular, which shall be approved by the Securities Commission.

  • Securities Commission lietuvių

Retiring business owners need to plan the transfer of their business in advance.

Some standard requirements to be completed when taking over a business are the same as when setting up a new business.

Administrative procedures

Registration

When an owner (or shareholder) of a legal entity changes, the data about the owners of legal entities of different legal forms is registered and managed in the Register of Legal Entities:

A public limited liability company, a private limited liability company or a European company - data about the company's shareholder if the company's shareholder is a single person, and data about the institution exercising the rights and duties of the company's shareholder if the shareholder is a state or a municipality.

The list of shareholders is submitted to the Register.

The following request forms shall be submitted to the Register:

  • JAR-1 msw8 [588 KB] lietuvių  Online government service
  • JAR-AF msw8 [128 KB] lietuvių  Online government service
  • JAR-AJ msw8 [130 KB] lietuvių  Online government service
  • JAT-STP msw8 [121 KB] lietuvių  Online government service

An individual enterprise - data about the owner.

The following request forms shall be submitted to the Register:

  • JAR-1 msw8 [588 KB] lietuvių  Online government service
  • JAR-S msw8 [128 KB] lietuvių  Online government service

A state or municipal enterprise, a state or municipal budgetary enterprise - data about the owner and the institution exercising the rights and duties of the owner.

The following request forms shall be submitted to the Register:

  • JAR-1 msw8 [588 KB] lietuvių  Online government service
  • JAR-STP msw8 [121 KB] lietuvių  Online government service

Resources

Check also the legislation on this topic in:

  • References

    Legal texts

    • Law of the Republic of Lithuania on the Approval, Coming into Effect and Implementation of the Civil Code, 18 July 2000, No. VIII-1864 (Official Gazette, 2000, No. 74) lietuvių
    • Law of the Republic of Lithuania on Securities, 18 January 2007, No. X-1023 (Official Gazette, 2007, No. 17-626)
    • Law of the Republic of Lithuania on European Companies, 29 April 2004, No. IX-2199 (Official Gazette, 2004, No. 78-2710) lietuvių
    • Law of the Republic of Lithuania on Individual Enterprises, 6 November 2003, No. IX-1805 (Official Gazette, 2003, No. 112-4991) lietuvių
    • Law of the Republic of Lithuania on Companies, 13 July 2000, No. VIII-1835 (Official Gazette, 2000, No. 64-1914) lietuvių
    • Law of the Republic of Lithuania on Budgetary Enterprises, 5 December 1995, No. I-1113 (Official Gazette, 1995, No. 104-2322) lietuvių
    • Law of the Republic of Lithuania on State and Municipal Enterprises, 21 December 1994, No. I-722 (Official Gazette, 1994, No. 102-2049) lietuvių
    • Resolution No. 295 of 21 March 2007 of the Government of the Republic of Lithuania on the Approval of the Rates of Payment to the State Enterprise Centre of Registers for the Registration of Legal Entities, Branches or Representative Offices, and for Registration of Changes in Data (Official Gazette, 2007, No. 37-1368) lietuvių
    • Resolution No. 1407 of 12 November 2003 of the Government of the Republic of Lithuania on the Establishment of the Register of Legal Entities and the Approval of the Rules of the Register of Legal Entities (Official Gazette, 2003, No. 107-4810) lietuvių
    • Regulations for the Preparation and Approval of the Official Proposal Circular and the Implementation of the Official Proposal (Official Gazette, 2010, No. 92-4896) lietuvių

    Key documents

    • Request and notification forms for submission to the Manager of the Register of Legal Entities lietuvių

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Further help

Centre of Registers Consulting Service provides information over the telephone to natural persons and legal entities about services provided by the State Enterprise Centre of Registers and about the procedures for the provision of these services, and implements the one-stop shop principle in order to answer clients' questions as comprehensively as possible.

  • Centre of Registers Consulting Service lietuvių

Department of the Register of Legal Entities of the State Enterprise Centre of Registers provides information regarding legal questions and questions about registration of legal entities.

Division of Consulting and Supervision         

Tel.: (8 5) 268 8385; (8 5) 268 8384

Legal Division         

Tel.: (8 5) 268 8386; (8 5) 268 8340