REPUBLIC OF LITHUANIA
LAW
ON THE REGISTER OF ENTERPRISES
Article 1. Objectives of the Law
This Law shall regulate the establishment of the register of
enterprises of the Republic of Lithuania, its maintenance,
liquidation, the background information presented for
registration in the register and the rules of information
utilization.
Article 2. Register of Enterprises of the Republic of
Lithuania
1. The register of enterprises of the Republic of Lithuania
shall be established for the registration of enterprises and for
the accumulation of information about enterprises, subsidiaries
of enterprises, and offices of enterprises' representatives, as
well as about associations and other amalgamations of enterprises
not engaged in commercial-economic activity (not concluding
commercial-economic contracts).
(Objects of registration enumerated in this section shall be
hereinafter referred to as "enterprises".)
2. The register of enterprises shall be a constituent part
of the State Register of the Republic of Lithuania.
Separately registered in the register of enterprises shall
be:
(1) enterprises with no rights of legal persons;
(2) enterprises with rights of legal persons;
(3) associations of enterprises; and
(4) offices of enterprise representatives.
Article 3. The Founder and Registrars of the Register of
Enterprises
1. The Ministry of Economics of the Republic of Lithuania
shall be the founder and chief registrar of the register of
enterprises.
Governing bodies of local governments of the higher level
shall also be engaged in the maintenance of the register.
2. The Ministry of Economics of the Republic of Lithuania
shall register enterprises established only with state capital,
joint ventures (a share of authorized capital whereof is owned by
foreign investor(s), and firms with foreign capital, and shall
accumulate and systematize information related to all the
enterprises registered by local governments of the higher level.
(Amended 28 February 1991)
3. Governing bodies of local governments of the higher
level shall register, accumulate and systematize information on
the registration of enterprises established on their respective
territories, with the exception of enterprises established with
state capital.
4. If an enterprise is registered with the Ministry of
Finance of the Republic of Lithuania, its registration
information must be within 5 days lodged with the local
government of the higher level, on the territory of which the
enterprise is located. If enterprises are registered with the
local government of the higher level, the registration
information must be within 5 days lodged with the Ministry of
Economics of the Republic of Lithuania.
Article 4. Information Presented for Registration
1. The register must contain the following information on
the registered enterprise:
(1) the name of the enterprise (name of the firm);
(2) type of the enterprise;
(3) location of the enterprise;
(4) type of activity of the enterprise;
(5) full names, addresses and powers of the enterprise
representatives;
(6) planned period of commercial-economic activity; and
(7) date of registration.
2. Upon the registration of enterprises with no rights of
legal persons (personal enterprises, partnerships and limited
partnerships), the following additional information shall be
furnished:
(1) full names and addresses of owners of the personal
enterprise, and of the general members of the partnership (firm's
name and location);
(2) full names of limited partners of limited partnerships
(firm's name and location);
(3) the amount of contributions of partnership members; and
(4) the date of the acquisition of the status of a
partnership under liquidation, and also full names and addresses
of liquidators (presented upon the acquisition of the status).
3. For the registration of enterprises with rights of legal
persons, public and private joint-stock companies, and state
(local government) enterprises, the following information shall
be furnished:
(1) date of registration of the bylaws (amendments to the
bylaws) of a public or private joint-stock company;
(2) date of approval of amendments to the bylaws of state
(local government) enterprise;
(3) amount and composition of authorized capital;
(4) nominal value of shares and their amount according to
their kinds and classes;
(5) full names and addresses of board members;
(6) full names and addresses of the chairman of the council
of observers and his deputy;
(7) full name and address of the administrative director;
and
(8) date of acquisition of the status of an enterprise under
liquidation, and the names of its liquidators (name and location
of legal persons).
4. On the date of registration of associations of
enterprises comprising two or more enterprises, the following
information shall be furnished:
(1) list of enterprises-members of the association (names of
firms);
(2) the amount of initial contributions made by members of
the association of enterprises, if the contract provides for the
refunding of contributions to the members withdrawing from the
association;
(3) the amount of current contributions made by the members
of the association of enterprises; and
(4) full names and addresses of managers of the association
of enterprises.
5. For the registration of offices of enterprise
representatives, and of subsidiaries, the following information
shall be furnished:
(1) the name (firm's name) and location of the state (local
government) enter-prise, joint-stock company or partnership; and
(2) full names and addresses of managers (chairman,
president of the board, or members or authorized members having
the right of full representation).
Article 5. Registration Documents
The following documents must be lodged with the Registrar:
(1) application for the registration of an enterprise;
(2) act on the establishment of state (local government)
enterprise;
(3) contracts (or copies thereof) of the incorporation of a
public or private company, or the formation of an association of
enterprises, or a partnership;
(4) account of the incorporation of a corporation, and a
statement on the account by the inspector of the corporation;
(5) balance sheets of a public or private company if
required by the laws of the Republic of Lithuania;
(6) bylaws (amendments to the bylaws), or copies thereof, of
the public or close corporation, state (local government)
enterprise, subsidiaries and offices of enterprise
representatives;
(7) certificate testifying to the payment of the
registration fee prescribed by Article 10 of this Law;
(8) license to engage in economic-commercial activity,
ecological certificate-license, if prescribed by laws of the
Republic of Lithuania;
(9) license to engage in commercial-economic activities
issued by a local government, if the enterprise is registered
with the Ministry of Economics of the Republic of Lithuania; and
(10) certificate of the allotment of the plot of land to the
enterprise, provided that said plot of land is found necessary
for its economic activities.
Article 6. Standard of the Register
The code of document classifications used in the Register
and the information code must correspond to the standards of the
Republic of Lithuania.
Article 7. Use of the Documents and Information of the
Register
1. All legal and natural person shall have the right to use
the Register documents and information for a prescribed fee.
2. Every month local governments of the higher level shall
publish in the local press information concerning the
registration of newly established enterprises, and the removal of
enterprises from the register.
Some information (except the information concerning
individual enterprises and partnerships) shall be published in
the national press by the Ministry of Economics of the Republic
of Lithuania. The announcement shall contain the name of the
enterprise, the character of its activities, its founders and the
amount of authorized capital.
3. During the examination of a case in court, persons may
not ground their demands or objections on their ignorance of the
fact of registration (removal from the register) of an enterprise
if the fact of its registration (removal from the register) has
been publicly announced.
4. The registrar shall present information to the State tax
inspectorate of the appropriate town or district in accordance
with the procedure established by the Government of the Republic
of Lithuania.
Article 8. Registration Certificate
An enterprise registered in the register shall be issued a
certificate in the form prescribed by the Ministry of Economics
of the Republic of Lithuania and shall be assigned the number
(code) of the register. Within two years after the enactment of
this Law, the certificate for the enterprise registered with the
Ministry shall be signed by the Minister of Economics or his
deputy.
A regional manager or town mayor or their respective
deputies shall sign the certificate and assign the number (code)
of the register for enterprises registered with local government.
Upon the expiration of the two-year period after the
enactment of this Law, the right to issue the certificates and to
assign the number (code) of the register shall be transferred to
the registrar.
Article 9. Powers of the Registrar
1. If circumstances precluding registration arise after
registration, the registrar shall be authorized to prescribe the
period of time (no less than 15 days) for the founder (owner) to
eliminate the circumstances obstructing the registration. If the
shortcomings are not removed within the prescribed period, the
registrar shall be authorized to annul the registration.
2. If an erroneous record is made in the register, the
registrar shall have the right to make changes in the record.
3. Having made changes in the record, the registrar must
within 3 days notify the founder (owner) thereof.
4. The registrar shall be prohibited from making corrections
in the lodged information and documents or from demanding the
corrections be made by the bearer, if the bylaws of the
enterprise or the contract on its establishment do not contradict
the law.
5. Disputes related to the annulment of or changes in the
registration record fall within the jurisdiction of court.
Article 10. Registration Fee
1. Required registration fee paid by the founder (owner)
shall be:
(1) 100 rubles for individual enterprises, their
subsidiaries, and offices of enterprise representatives;
(2) 200 rubles for general and limited partnerships and
their subsidiaries;
(3) 0.1 percent of the total amount of the authorized
capital, but not less than 200 rubles, for public and private
companies, and state enterprises;
(4) 400 rubles for associations of enterprises and other
amalgamations; and
(5) 100 rubles for the registration of bylaws of public and
private companies, and state enterprises, and the registration of
establishment contracts for partner-ships, and 20 rubles for
making changes in the record.
2. Required fee for the registration of a foreign enterprise
(with the exception of USSR enterprises) and for the registration
(reregistration) of its bylaws shall be 100 and 50 US dollars (or
other convertible currency according to the ex change rate valid
at the moment of registration), respectively.
3. Required fee for the registration of a joint venture
(with the exception of a joint venture founded with the USSR)
shall amount to 50 percent of the fee prescribed by paragraphs
(2) and (1) of this Law, respectively.
4. The amount of the required fee for amendments to the
registration record or incorporation agreement shall be 20
percent of the prescribed registration fee. For the
reregistration of an enterprise the total amount of the
registration fee shall be paid.
5. The Ministry of Finance of the Republic of Lithuania
shall reassess registration fees in accordance with the official
price index.
6. For the monthly (one time) use of information contained
in the register of enterprises, legal and natural persons of the
Republic of Lithuania shall pay the fee of 25 (5) rubles, and
foreign citizens (with the exception of USSR citizens) - 10 (3)
US dollars (or any other convertible currency in accordance with
the exchange change rate valid at the moment of record usage).
7. On the territory of local governments expenses, related
to the founding, maintenance and liquidation of the register with
the aim of implementing functions prescribed by law, shall be
reimbursed from the budgets of local governments of the higher
level, on the territory of the Republic from the State Budget of
Lithuania.
Article 11. Liquidation of the Register
1. The register shall be liquidated in accordance with the
decision of the Government of the Republic of Lithuania.
2. In the event of liquidation, the information contained in
the register shall be transferred to the State Archives or to the
newly-appointed registrar in accordance with the procedure
established by law.
VYTAUTAS LANDSBERGIS
President
Supreme Council
Republic of Lithuania
Vilnius
31 July 1990
No.I-440