Liquidation in Lithuania: annual financial statements and the AGM

Yes, if a financial year ends during the liquidation. A set of annual financial statements is prepared for that year: the liquidator draws it up, and it is approved by the annual general meeting of shareholders or by a decision of the sole shareholder. The set need not be prepared if no more than 3 months have passed from the end of the financial year to the last day of activity before the end of the liquidation, and all material information is given in the final liquidation financial statement. No separate set is needed for the last, incomplete year: the final liquidation financial statement takes its place. The liquidator files it with the register together with the other deregistration documents.

How the rules on the opening liquidation balance sheet changed is covered in How to start liquidating a UAB, and audit during liquidation in During a UAB liquidation. This article is about the annual statements and the general meeting.

When a set of annual financial statements is prepared

Undertakings prepare annual financial statements after the end of the financial year, except in the cases referred to in Article 15(2) and (3) of the Law on Financial Reporting by Undertakings and Groups of Undertakings (Article 13(2) IIGAĮ). For a company in liquidation this means three situations.

  1. The financial year has ended and the liquidation is still running. A set of annual financial statements is prepared for the year that has ended. If the liquidation lasts longer than a year, the liquidator draws up a set of annual financial statements and a liquidation report no later than 3 months after the end of each financial year (Article 74(3) of the Law on Companies, ABĮ).
  2. The liquidation ends shortly after the end of the financial year. If no more than 3 months have passed from the end of the financial year to the last day of the undertaking’s activity before the day the liquidation ends, the set for the last financial year that ended need not be prepared, provided all material information is given in the final liquidation financial statement (Article 15(3) IIGAĮ).
  3. The last, incomplete year. The last financial year of an undertaking in liquidation is the period from the start of the financial year to the day the liquidation ends (Article 14(4) IIGAĮ). For it, a final liquidation financial statement is prepared using the data of the last day of activity before the day the liquidation ends (Article 15(2) IIGAĮ).

Undertakings in liquidation do not prepare a management report (Article 15(1) IIGAĮ).

So whether one more set is needed depends not on the date of deregistration but on the last day of activity, whose data the final liquidation statement uses. The IIGAĮ does not define “the day the liquidation ends”, and we found no case law on the point, so if deregistration is delayed and more than 3 months pass after the end of the financial year, the safest course is to assess with the accountant in advance whether a set of annual financial statements will also be needed.

Who draws up, signs and approves the set

The liquidator has the rights and duties of the company’s board and manager (Article 74(1) ABĮ), and the manager and board lose their powers from the liquidator’s appointment (Article 73(6) ABĮ). The set is drawn up by the liquidator (Article 74(3) ABĮ). The ABĮ and IIGAĮ articles reviewed do not set a separate list of signatories. Since the liquidator draws up the set and has the manager’s rights, the liquidator signs it on behalf of the company, not the former manager.

The shareholders approve it. The set of annual financial statements and the liquidation report are approved by the annual general meeting of shareholders (Article 74(3) ABĮ). Where there is a single shareholder, its written decision is equivalent to a decision of the meeting (Article 29(7) ABĮ). If an audit of the annual financial statements is mandatory by law, only the audited set is approved (Article 58(2) ABĮ).

An exception applies where the company is liquidated not by a shareholders’ decision but on the grounds in points 2, 3, 4 and 7 of Article 2.106 of the Civil Code: bankruptcy, a court decision, a decision of the registrar, or the formation being declared invalid (Article 2.106 CK). The set is then not approved, and the unapproved set is filed with the register within 5 months of the end of the financial year (Article 58(3) ABĮ).

Is an annual general meeting still needed?

Liquidation does not abolish meetings: a general meeting of shareholders may be convened in the manner set by the ABĮ in a company in liquidation too (Article 73(6) ABĮ). The annual general meeting must be held every year no later than 5 months after the end of the financial year (Article 24(1) ABĮ). This time limit applies to companies whose financial year ended on or after 1 July 2026 (TAR note to Article 24(1) ABĮ). For companies whose financial year ended before 1 July 2026, the time limit in force until then applies, so it is worth checking separately. The set, together with the auditor’s report where an audit is mandatory, is filed with the register within 5 months of the end of the financial year (Article 58(3) ABĮ).

Where a set is prepared, the meeting is needed to approve it. Article 24(1) ABĮ does not exclude companies in liquidation even where no set is prepared under Article 15(3) IIGAĮ. We found no Supreme Court case law on companies in liquidation on this point, so the safest course is still to hold the meeting or adopt a sole shareholder’s decision stating that the set is not being prepared and why.

Is a separate statement needed for the current year?

No. The last financial year ends on the day the liquidation ends (Article 14(4) IIGAĮ), and annual financial statements are not prepared for it, because Article 15(2) IIGAĮ applies (Article 13(2) IIGAĮ). Instead, a single final liquidation financial statement is prepared (Article 15(2) IIGAĮ). Its content is detailed in the Lithuanian Financial Reporting Standards (Article 15(4) IIGAĮ). Undertakings that keep their accounts under International Financial Reporting Standards do not prepare this statement and file financial statements prepared under those standards (Article 15(5) IIGAĮ).

Who files the final liquidation statement with the Centre of Registers

The liquidator. Their function is to file with the registrar the final liquidation financial statement, the liquidation deed and the other documents needed for deregistration (Article 74(2)(6) ABĮ). The statement is part of the deregistration documents (point 198.5 of the Regulations of the Register of Legal Entities, JAR nuostatai) and must be filed before the day of deregistration (Article 36(2) IIGAĮ). The company does not need to file it separately. Article 74(2) ABĮ assigns its preparation and filing to the liquidator and does not mention approval by the shareholders.

If the decision to liquidate was taken by 30 June 2025

Then the rules in force before the IIGAĮ took effect apply to preparing the liquidation report and filing it with the register (Article 41(8) IIGAĮ). What this means for the opening balance sheet is explained in How to start liquidating a UAB.

More on liquidation

How to start

Send us the decision to liquidate the company and its latest register extract, and tell us when the company’s financial year ends and when you plan the last day of activity. We will tell you whether one more set of annual financial statements will be needed and prepare the shareholders’ decision approving it.

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

More about this service: Liquidation of companies.

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