Obligation to change share capital for all companies registered in Lithuania
Following January 1, 2015 all the companies registered in Lithuania are imposed with obligation to change their share capital as the country joins the Euro zone. Requests to change share capital shall be submitted to the Commercial Register, meaning that share capital will not be changed automatically.
The Law on Conversion of nominal value of shares and share capital to Euros of joint stock and limited liability companies as well as change of Articles (hereinafter – the Law) sets the requirements for the conversion of share capital and shares. According to the Art. 6 of the Law, the Articles of Association of each company registered in Lithuania shall be amended and the share capital as well as nominal value of the shares shall be indicated in Euros and Euro cents (if any). The amended Articles of Association shall be submitted to the Commercial Register until December 31, 2016.
The decision to change the Articles of Association of a company shall be taken by the General meeting of the shareholders following the provisions of the Law on Companies of the Republic of Lithuania. The decision shall be approved by the majority of the shareholders.
It shall be noted that a difference in the value of shares or share capital which has been caused by rounding of numbers shall not be regarded as the change of share value or share capital. Any differences of the value of share capital shall be included in the accounting as profits (losses) of the company.
According to the Art. 7 of the Law a limited liability company shall also:
- Prepare a new list of shareholders (except the cases where there is a sole shareholder);
- Inform the Commercial Register of the nominal value of shares which belong to each shareholder within 5 days from the registration of the amended Articles of Association (except the cases where there is a sole shareholder);
- Complete relevant changes in the accounts of shareholders if the companies manage the accounts of shares by themselves;
- Complete relevant changes in the registry of shares of the company;
- Change material shares into new material shares or issue new share certificates within 30 days from the request of the shareholder.
Director of the company shall be responsible for the completion of all of the above mentioned actions.
New minimal amounts of share capital
In addition to the above mentioned changes, new minimal amounts of share capital are established following January 1, 2015. According to the amendments of the Art. 2 of the Law on Companies of the Republic of Lithuania, minimal share capital of a limited liability company (UAB) shall be 2500 EUR (previously 2899 EUR), while minimal capital of joint-stock company (AB) shall be 40 000 EUR (previously 43 478 EUR).
Jovita Valatkaite, attorney at law of the Gencs Valters Law Firm in Vilnius
Practising in fields of Public Finanse Law in Latvia, Lithuania and Estonia
T: +370 52 61 10 00
F: +370 52 61 11 00