Annual general meeting and filing accounts: deadlines and fines
In a private limited company (UAB), the ordinary general meeting of shareholders must be held every year within 5 months after the end of the financial year, where the financial year ended on or after 1 July 2026. It approves the set of annual financial statements and allocates the profit or loss. Within the same 5 months, the set, together with the management report and, where an audit is mandatory, the auditor’s report, must be filed with the Register of Legal Entities. If you are late, the manager faces a fine. If the documents are still not filed more than a year after the deadline, the register may start liquidating the company.
When the annual general meeting must be held
Article 24(1) of the Law on Companies of the Republic of Lithuania (ABĮ) requires the ordinary general meeting to be held every year within 5 months after the end of the financial year. This time limit applies from 1 July 2026, to companies whose financial year ended on or after 1 July 2026 (Article 38(3) of amending law No XV-386). If your financial year ended before 1 July 2026 (for example on 30 June 2026), the meeting must be held within the time limit in ABĮ Article 24(1) as in force before 1 July 2026, that is, within 4 months after the end of the financial year. The 5-month time limit for filing the set with the register (ABĮ Article 58(3)) applies from 1 July 2026, when the amending law came into force (Article 38(1) of amending law No XV-386); the law sets no separate transitional rule for this time limit.
For example, if the financial year is the calendar year, the meeting for 2026 must be held by 31 May 2027. Check whether your articles of association still contain a different time limit based on the earlier law.
If the ordinary meeting is not held within 5 months, any shareholder may ask the court to have the meeting called by court decision (ABĮ Article 24(3)(1)).
Who calls the meeting and how shareholders are notified
The meeting is called by the board or, where there is no board, where the board has no more than half the number of members set in the articles, or where it fails to call the meeting, by the manager (ABĮ Article 23(2) and (3)). The board is responsible for calling and preparing general meetings on time (ABĮ Article 34(13)). Where there is no board, the manager performs its functions (ABĮ Article 19(4)).
The notice is published in the source named in the articles, or delivered to each shareholder against signature, or sent by registered post, at least 21 days before the meeting (ABĮ Article 26(4)). It states the company, the date, time and place of the meeting, the agenda and the other details listed in ABĮ Article 26(2). At least 10 days before the meeting, shareholders must be able to see the documents on the agenda and the draft resolutions (ABĮ Article 26(10)). The 21-day notice period can be disregarded if all shareholders with voting rights agree in writing (ABĮ Article 26(7)). This exception does not cover the 10-day period for access to documents.
The meeting can adopt resolutions when shareholders holding more than 1/2 of all votes take part (ABĮ Article 27(1)). A shareholder may vote in advance in writing by completing a general ballot paper (ABĮ Article 27(5)). A resolution passes when more votes are cast for it than against, unless the law or the articles require a larger majority (ABĮ Article 27(8)).
If one person owns all the shares, that person’s written decisions count as decisions of the general meeting (ABĮ Article 29(7)), and no minutes are needed (ABĮ Article 29(1)). Who signs such documents is covered in Who signs company documents: manager, representative, shareholders.
What the annual general meeting approves
The general meeting has the exclusive right to approve the set of annual financial statements and to decide on the allocation of profit or loss (ABĮ Article 20(1)(11) and (12)). Where an audit is mandatory by law, only the audited set is approved (ABĮ Article 58(2)). The general meeting also elects the auditor or audit firm (ABĮ Article 20(1)(5)).
Having approved the set, the ordinary meeting must allocate the distributable profit or loss (ABĮ Article 59(1)). The resolution states the items listed in ABĮ Article 59(2): retained earnings, net profit for the year, transfers to reserves, the part allocated to dividends and others. Dividends cannot be declared if the company has overdue obligations, or if equity is, or after payment would become, lower than the sum of share capital and reserves (ABĮ Article 59(6)). Nor may dividends be paid while the company has not paid statutory taxes on time (ABĮ Article 59(8)). Declared dividends must be paid within one month of the resolution (ABĮ Article 60(5)). How profit is used to increase capital when the balance sheet shows losses is covered in Capital increase from retained earnings with losses.
Which documents must be prepared
The manager is responsible for preparing the set of annual financial statements and the management report and for submitting the set to the general meeting for approval (ABĮ Article 37(12)(2)). If the company has a board, the board reviews the set and the draft profit allocation and submits them to the meeting together with the management report (ABĮ Article 34(9)). How a board is formed is covered in UAB management board: members and term.
The content, preparation and filing of the set are governed by the Law on Reporting by Undertakings and Groups of Undertakings (IIGAĮ) (ABĮ Article 58(1)). This law came into force on 1 July 2024 (IIGAĮ Article 41(1)), and the previous Law on Reporting by Undertakings lost force at that time (IIGAĮ Article 42). The full set consists of a balance sheet, a profit and loss account, a statement of changes in equity, a cash flow statement and explanatory notes (IIGAĮ Article 7(1)).
Small and very small undertakings have exemptions. The category depends on total assets, net turnover and the number of employees on the last day of the financial year (IIGAĮ Article 4(1) and (2)). A small undertaking’s set consists of a balance sheet or abridged balance sheet, a profit and loss account and explanatory notes (IIGAĮ Article 8(1)). A very small undertaking that is not a financial holding undertaking may skip the explanatory notes and prepare only a short balance sheet and a profit and loss account (IIGAĮ Article 8(2)).
The management report (vadovybės ataskaita) is the document formerly called the annual report (metinis pranešimas). Its rules apply to public and private limited companies (IIGAĮ Article 2(3)(1)). Very small and small undertakings, other than public-interest entities, may skip it if the information required by law, for example on own shares, is given below the balance sheet by a very small undertaking or in the explanatory notes by a small one (IIGAĮ Article 19(8)).
When and how to file with the register
The set, together with the management report and the auditor’s report (where an audit is mandatory), must be filed with the Register of Legal Entities within 5 months after the end of the financial year (ABĮ Article 58(3)). From 1 November 2026 this provision calls the register keeper the “register data controller” (juridinių asmenų registro duomenų tvarkytojas); the time limit does not change.
The general rule is different: Article 2.66(4) of the Civil Code of the Republic of Lithuania (CK) requires the set to be filed within thirty days after approval, unless the law sets another time limit. Point 123 of the Regulations of the Register of Legal Entities (JAR nuostatai) repeats this. ABĮ Article 58(3) is such another time limit, so for public and private limited companies the time limit is 5 months after the end of the financial year, not 30 days after approval.
Both public and private limited companies file the set (JAR nuostatai points 120.1 and 120.2). It is completed and filed electronically, in interactive form (JAR nuostatai point 125). The management report is filed with it where it must be prepared (JAR nuostatai point 127.1), and so is the auditor’s report where an audit is mandatory (JAR nuostatai point 127.3). Without a mandatory auditor’s report, the register does not accept the set (IIGAĮ Article 36(9)). The manager is responsible for filing documents with the register (ABĮ Article 37(12)(12)).
What happens if you are late
First, a fine. Article 223(2) of the Code of Administrative Offences (ANK) sets a fine for the head of the legal person, or another person named in the law or in the founding documents, when financial statements, the management report or the auditor’s report are not filed with the register on time. Filing incorrect statements is fined under ANK Article 223(3).
Second, liability for damage. A manager who fails the duties on preparing and filing the reports is liable for the resulting damage to the company and to others (IIGAĮ Article 40(3)).
Third, liquidation initiated by the register. The register keeper, the Centre of Registers (Registrų centras), may start liquidation when the documents referred to in CK Article 2.66(4) have not been filed within twelve months after the filing deadline (CK Article 2.70(1)(1)). The procedure and its time limits are described on Liquidation initiated by the Centre of Registers.
The duty to hold the meeting and file the statements applies to a dormant company too. See Do you have to liquidate a dormant company?.
Small partnership (MB)
The rules for a small partnership (MB) differ. Its set of annual financial statements must be approved by the meeting of members within 4 months after the end of the financial year and filed with the register (Article 23(3) of the Law on Small Partnerships (MBĮ)). The Utena District Court has counted the filing deadline under CK Article 2.66(4), adding thirty days to the approval period (ruling of 11 December 2025 in administrative offence case No eII-189-477/2025), but the statute ties both steps to the same 4 months.
Where an MB has one member, no meeting is called and the member’s written decisions count as decisions of the meeting of members (MBĮ Article 15(3)). Having approved the set, the meeting of members must allocate the profit (MBĮ Article 26(1)). Where the meeting of members manages the MB, the MB representative organises the preparation of the set (MBĮ Article 21(7)(6)).
The content and preparation of an MB’s set are governed by the Lithuanian Financial Reporting Standards, where the statements are prepared under them (IIGAĮ Article 7(4)). An MB is not placed in the small or very small categories for the purposes of preparing financial statements (IIGAĮ Article 4(7)). Late filing is fined under the same ANK Article 223(2).
More on shareholders and shares
- Shareholders and shares
- Sole shareholder resolution instead of a meeting in Lithuania
- Shareholder meeting minutes in Lithuania: form, language, signatures
How to start
Send us the company code, the financial year-end date and the articles of association, and tell us whether the company has a board and how many shareholders it has. If the accountant has already prepared the set, attach it. We will prepare the notice, the agenda and the draft resolutions and tell you what to file with the register and by when.
Phone +370 5 212 1506, email info@linden.lt
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