Amending UAB articles in Lithuania: votes, notary and registration

The articles of association of a private limited company (UAB) are amended by the general meeting of shareholders. Where there is a single shareholder, that shareholder’s written decision is enough. The decision needs at least 2/3 of the votes of the shareholders taking part in the meeting, unless the articles require a larger majority. After the decision, the full text of the amended articles is drawn up and signed by a person authorised by the meeting, and a notary does not certify the signature. A notary checks that the amended articles comply with the law, except where the new articles follow the model form, the other conditions of the register regulations are met, and the documents are filed with the Centre of Registers (Registrų centras) electronically. The application to register the amendments must be filed within thirty days.

Who decides and how many votes are needed

Amending the articles is an exclusive right of the general meeting of shareholders, except in cases set by the law (Article 20(1)(1) of the Law on Companies of the Republic of Lithuania (ABĮ)).

The decision is taken by a qualified majority of not less than 2/3 of the votes carried by the shares of all shareholders taking part in the meeting (Article 28(1)(1) ABĮ). What counts is the votes of the shareholders taking part, not of all shareholders. The articles may also require a larger majority (Article 28(3) ABĮ), so read the amendment procedure in your own articles before preparing the decision.

The meeting can take decisions when shareholders holding more than 1/2 of all votes take part. If there is no quorum, a repeat meeting is called. No quorum requirement applies to it, but it may decide only the items on the agenda of the meeting that did not take place (Article 27(1) ABĮ).

A shareholder may vote in advance in writing by completing the general ballot paper. Such a shareholder is treated as taking part in the meeting, and their votes count towards the quorum and the voting result (Article 27(5) ABĮ).

Calling the meeting, and the single shareholder

The meeting is called by the board (Article 23(2) ABĮ), or, where the company has no board, by the manager (Article 23(3)(1) ABĮ). The notice also states the agenda (Article 26(2)(5) ABĮ).

The notice is published in the source named in the articles, or delivered to each shareholder against signature, or sent by registered letter, no later than 21 days before the meeting (Article 26(4) ABĮ). No later than 10 days before the meeting, shareholders must be able to see the draft decisions (Article 26(10) ABĮ). The new text of the articles is a document related to the agenda, so provide it together with the draft decision (Article 26(10) ABĮ).

Does the meeting always have to be called 21 days in advance? No. The meeting may be called without keeping to the 21-day notice period and the other periods set in Article 26(4)–(6) ABĮ if all shareholders whose shares carry voting rights agree to this by signing (Article 26(7) ABĮ). A decision on an item not announced on the agenda may be taken only if all shareholders with voting rights take part and none of them voted in writing or gave a voting instruction (Article 27(9) ABĮ). So put the amendment of the articles on the agenda.

The minutes are drawn up and signed no later than 7 days after the meeting (Article 29(3) ABĮ). They need not be drawn up where all shareholders sign the decisions taken, or where the company has a single shareholder (Article 29(1) ABĮ).

Where all the shares belong to one person, that person’s written decisions are equivalent to decisions of the general meeting of shareholders (Article 29(7) ABĮ). No meeting needs to be called then: the articles are amended by the sole shareholder’s written decision.

Who signs the amended articles

Once the decision to amend the articles is taken, the full text of the amended articles is drawn up and signed by a person authorised by the general meeting of shareholders (Article 4(10) ABĮ). So name in the decision who will sign the new text. A notary does not certify the signatures of the persons who signed the articles (Article 4(11) ABĮ). This is a statutory exception to the general rule that a notary attests the signatures of the persons who signed incorporation documents (Article 2.46(6) CK).

Amendments to Article 4 ABĮ take effect on 1 November 2026. They change only the name of the register keeper: it becomes the manager of the Register of Legal Entities data (juridinių asmenų registro duomenų tvarkytojas) (Article 4(4) ABĮ). The rules on signing the articles (Article 4(10) and (11) ABĮ) do not change.

Do you always need a notary to amend the articles

Not always. The general rule is certification by a notary. The Civil Code requires documents confirming that the incorporation documents comply with the law. These documents are drawn up or certified by a notary, except in cases provided for in the Regulations of the Register of Legal Entities (Article 2.64(2)(4) of the Civil Code of the Republic of Lithuania (CK)). The same documents are filed when registering amendments (Article 2.66(3) CK). The notary’s competence is set by point 17 of Article 26 of the Law on the Notarial Profession of the Republic of Lithuania (NĮ): the notary certifies that the incorporation documents of legal entities comply with the law.

A UAB’s amended articles are submitted to the notary together with the documents confirming the amendments (point 50 of the Regulations of the Register of Legal Entities (JARN)). The notary makes a certifying entry on the application and confirms that the articles comply with the law and that the obligations set by law have been met (point 54 JARN).

The exception is the model articles. The model articles of a UAB are approved by the Government or an institution it authorises (Article 4(5) ABĮ). When a UAB’s incorporation documents are amended, they may be filed with the Centre of Registers directly and electronically, without a notary, if all of the following conditions are met (point 46 JARN):

• the articles follow the model articles;
• the name does not use the word “Lietuva”;
• the objects of activity are chosen from the Classification of Economic Activities;
• the shares are paid for with a cash contribution.

On this route the new text must follow the model form. If your articles contain provisions that the model form does not have, you will not keep them on this route. Compare the texts before choosing the route.

When to file and which documents are needed

When its incorporation documents are amended, a legal entity must file an application to register the amendments within thirty days of the day the amendments were made. The full text of the amended document is filed with it (Article 2.66(3) CK). The Centre of Registers receives (point 139 JARN):

• the application to register the amendments;
• the document confirming the decision, which a UAB files in every case;
• the full text of the amended articles.

The company’s management body is responsible for filing the documents on time, unless the law or the articles provide otherwise (Article 2.67 CK).

Amended articles take effect only from the day they are registered in the Register of Legal Entities, unless the law provides for exceptions (Article 2.66(6) CK). What this means for contracts, invoices and notices is explained in our article Changing a company’s name or articles: who to notify, when it takes effect. One example: where the articles are amended to set up a board, the newly elected board members may start acting only from the day the amended articles are registered (Article 33(9) ABĮ).

When the articles do not need to be amended

Article 4(2) ABĮ lists what the articles must contain. What each item means and what may be left out is described in our article UAB articles of association and shareholders’ agreement: what differs. If the changed detail is not on that list and is not written in your articles, the articles do not need to be amended.

A shareholder has changed. Article 4(2) ABĮ does not require a list of shareholders. Data on a UAB’s shareholders is filed with the Information System of Participants of Legal Entities (Juridinių asmenų dalyvių informacinė sistema, JADIS) (Article 41¹(1) ABĮ). Who files it and when is covered in our article UAB shareholders changed: what to file in JADIS, and who does it.

The registered office is moving. Article 4(2) ABĮ does not list the registered office. The decision to change the registered office is taken by the general meeting of shareholders (Article 20(1)(2) ABĮ). The articles need to be amended only where the registered office address is written in the articles themselves. Even where the articles do not change, the registered office is register data (Article 2.66(1)(4) CK): the application to register the new registered office must be filed within thirty days (Article 2.66(3) CK), and it takes effect only from registration (Article 2.66(6) CK).

A new activity. The articles state the objectives of the company’s activity and its object (Article 4(2)(4) ABĮ), and the object is described briefly, by stating the nature of the activity (Article 4(3) ABĮ). A UAB is a private legal entity, so it may have and acquire any civil rights and duties, except those tied to qualities of a natural person (Article 2.74(1) CK). However, the management bodies must follow the articles (Article 19(8) ABĮ). If the new activity fits within the object described in the articles, the articles do not need to be amended. If it does not, amend the articles.

How to get a copy of the articles

Register documents are public, and anyone may inspect them (point 229 JARN). The Centre of Registers also provides copies of documents held in the register (point 230 JARN), so you can order the latest registered articles from the register.

A shareholder can also ask the company itself. On a shareholder’s written request, the company must, within 7 days of receiving the request, allow the shareholder to see the articles or provide a copy of them (Article 18(1) ABĮ).

More on setting up a company

• Establishment of legal entities: service page
• Changing the CEO of a UAB: who decides, how to register, when it applies
• UAB management board: is it required, how many members, who elects them
• Setting up a UAB step by step: documents, signatures and the notary
• UAB with several founders: splitting shares and changing your mind
• Setting up a UAB in Lithuania: the registration term and whether to travel

How to start

Send us the current articles, a recent register extract, and tell us what you want to change and how many shareholders the company has. We will prepare the decision, the notice of the meeting and the text of the amended articles, and tell you whether the route without a notary suits you.

Phone +370 5 212 1506, email info@linden.lt

More about this service: Drafting legal entity documents.