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Company law changes related to introduction of Euro in Lithuania

Company law changes related to introduction of Euro in Lithuania

After the European Council decision on Lithuania`s adoption of Euro from 1 January 2015, it resulted in changes of corporate law in force as from 1 January 2015.

First of all nominal value of shares and share capital of existing companies shall be recalculated as from 1 January 2015 from Litas to EUR at fixed rate 1 EUR =3.4528 Litas. The sum of shares nominal value shall constitute the amount of share capital. The nominal value of the share shall be converted in euro and decimal euro cents and the share capital shall be calculated as sum of nominal values of all the shares. Change resulted from mentioned share capital exchange from Litas to EUR shall not be considered as increase or decrease of statutory capital and shall be registered in the accounts of the company as revenue or costs depending on whether positive or negative the change was. Companies are given the transition period until 31 December 2017 to submit amended articles of association to the Company Register for registration providing the nominal share value and the share capital in EUR. The general meeting of the shareholders shall approve amendments of the articles which shall be registered within the Company Register of the Republic of Lithuania. Usually amendment of articles require qualified majority of votes but if the amendments of the articles are only related to the share nominal value and statutory capital recalculation in EUR, than the decision is considered to be passed if more votes voted for than against.

As soon as amendments of articles related to recalculation of share nominal value of private companies are registered within the Company Register the updated shareholder list shall be presented to the Register of the Companies as well as amendments done in the books of shareholding of the Private Company.

Nominal value of shares in newly established companies (UAB and AB) should be expressed in euro and euro cents as well as the share capital. With amendments of company law the minimum share capital of the companies was decreased and now the share capital of the private company shall not be less than 2500 ЕUR and the share capital of public company shall be no less than 40 000 EUR.

By Lina Šikšniutė-Vaitiekūnienė

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