Centre of Registers extract with no signature: valid, and what it says

An electronic extract from the Centre of Registers (Registrų centras) carries neither an officer’s signature nor a stamp. It is certified by the Centre of Registers’ qualified electronic seal, and that is enough. The recipient checks the extract with its access key on the Centre of Registers’ website, and state institutions check company data only electronically. A paper extract is also available. The entry “legal status: not registered” (teisinis statusas neįregistruotas) means that no special status is registered for the company: the Register does not show it as being liquidated, in bankruptcy or being reorganised. Documents for the Register need a qualified electronic signature only when they are filed electronically. Otherwise they can be filed on paper or through a representative. The exception is data on shareholders and beneficial owners for JADIS, which can be filed only electronically.

Why an extract stops being valid, and which documents the Register refuses, we covered in Company documents the Register will not accept. When the articles of association can be amended through self-service and when a notary is needed, we covered in Changing a company name or articles. This article is about the extract itself and about signing documents for the Register.

What certifies the extract

When a company or changes to its data are registered, the Register itself generates an electronic certified register extract. Point 137 of the Regulations of the Register of Legal Entities (JAR Regulations) provides that this extract is certified with the Centre of Registers’ qualified electronic seal. The company is given access to the extract and an access key. When a company is registered, such an extract is issued once without payment.

The seal confirms that the extract comes from the Centre of Registers and has not been altered. Article 35(2) of Regulation (EU) No 910/2014 (eIDAS) provides that a qualified electronic seal enjoys the presumption of integrity of the data and of the correctness of its origin. Under Article 35(1) eIDAS, an electronic seal cannot be denied legal effect solely because it is electronic.

The force of the extract is set by Article 2.71(3) of the Civil Code of the Republic of Lithuania (CK). Register extracts bear the mark “extract is true” (išrašas tikras), except where the person applying does not ask for it. Extracts issued by the Register’s administrator have prima facie force. This means the data in the extract is taken as correct until the contrary is proved.

A paper extract can also be ordered. In our practice it bears the signature of a Centre of Registers officer and the Centre of Registers’ stamp. A paper extract is most often needed for a foreign authority that does not accept an electronic document or asks for an apostille. When an apostille is needed, we covered in Translation, notary and apostille.

“Signature not validated”: is it a problem?

A common question: when the electronic extract is opened, the software says the signature has not been validated. In our practice this happens when the computer does not have the necessary document reader installed. It does not affect the extract itself.

The more important point is different. The recipient should not rely on the PDF file alone. Any interested person whom the access holder has enabled to use the access key may check the company’s data on the Centre of Registers’ website without payment (point 138 of the JAR Regulations). The key number is shown at the top of the extract. So it is worth sending not only the file but also the key number.

State and municipal institutions and bodies may check company data only electronically, using the access key or under contracts with the Centre of Registers (point 239 of the JAR Regulations). So they do not need a paper extract.

What “legal status: not registered” means

Legal status is a separate item of register data. The Register of Legal Entities (Juridinių asmenų registras) must show the legal entity’s legal status (Article 2.66(1)(11) CK). Point 18.19 of the JAR Regulations lists the statuses. They include: being reorganised, taking part in a reorganisation, being converted, being restructured, in bankruptcy, being liquidated due to bankruptcy, being liquidated, and liquidation being initiated. The Register also holds the dates on which a legal status was acquired and lost (point 18.20 of the JAR Regulations).

The entry “legal status: not registered” means that none of these statuses is registered for the company. This is not the whole picture. Restrictions on activities, the termination of the legal entity, and an arrest or mortgage of the enterprise are shown separately in the Register (Article 2.66(1)(10) and (12) CK, points 18.17 and 18.18 of the JAR Regulations). When checking a counterparty, look at these data as well. Also, the Register shows only what has been registered in it. The entry “not registered” does not mean that the company itself is not registered. You will see the same entry on company search portals, because they take their data from the Register.

You can find out a company’s legal status without ordering an extract. Every person has the right to receive, immediately and without payment, oral information on a legal entity’s legal status and restrictions on its activities (Article 2.71(4) CK). By giving the company code or name, anyone can also receive, without payment, orally and online, the company’s name, code, legal form, registered office and legal status (point 243 of the JAR Regulations).

Must documents for the Register be signed with a qualified electronic signature?

Only when they are filed electronically. Point 68 of the JAR Regulations provides that in that case the documents must be signed with a qualified electronic signature. When filing electronically, EU citizens may also use a high-assurance electronic identification means issued in a Member State. This is a means of identification; point 68 does not say it replaces the qualified electronic signature. A qualified electronic signature has the same legal effect as a handwritten signature (Article 25(2) eIDAS).

Without an electronic signature there are two routes.

1. On paper. All documents for the Register may be filed in person or by post at any client service office of the Centre of Registers (point 71 of the JAR Regulations). Originals of applications are filed; for incorporation documents such as the articles of association, originals or copies certified by a notary; and for other documents, originals or copies certified by a notary, in the manner set by the Law on the Bar (Advokatūros įstatymas) or in the manner set by the Regulations (point 65 of the JAR Regulations).
2. Through a representative. If the filer acts through a representative, the documents confirming the representative’s authority are filed with the documents (point 39 of the JAR Regulations). When filing electronically, the filer may give the Register the authorisation and details of a representative who will file changed data electronically (point 40 of the JAR Regulations). When filing electronically, copies of documents certified with a qualified electronic signature may be filed (point 65 of the JAR Regulations).

In our practice the second route is the most common when the manager or a shareholder lives abroad. The shareholder signs the decision on paper and sends a scanned copy, and the advocate (advokatas) files it through self-service. An original by post is usually needed only for the authorisation. More on this in Who signs company documents.

One exception. Data on shareholders and beneficial owners can be filed in the Information System of Participants of Legal Entities (Juridinių asmenų dalyvių informacinė sistema, JADIS) only in electronic form, and the lists of shareholders and beneficial owners are signed with a qualified electronic signature (point 11 of the Regulations of the Information System of Participants of Legal Entities (JADIS Regulations)). There is no paper route there, so without a signature only a representative is left.

How documents are registered, and how long it takes

Documents reach the Register by one of three routes.

• Directly through self-service. Documents of a UAB, an individual enterprise (individuali įmonė) or a small partnership may be filed electronically directly with the Register if the incorporation documents follow the model form, the short name of the State “Lietuva” is not intended to be used in the name, the objects of activity are chosen from the Classification of Economic Activities, and the UAB’s shares are paid for with a cash contribution (point 46 of the JAR Regulations).
• Through a notary. In other cases amended incorporation documents go to a notary first: the notary is given the full text of the amended incorporation document and the documents confirming the amendments (point 50 of the JAR Regulations). This is the case, for example, when the articles of association are individual. More in the article on amending the articles, linked at the start of this article.
• Directly to the Register. In cases not assigned to a notary, for example when the manager changes, documents are filed directly with the Register. The Register then itself checks that the data is true and that the documents comply with the law (point 58 of the JAR Regulations).

The time limit is set in point 128 of the JAR Regulations. Having received the documents and confirmation that the registration fee has been paid, the Register checks, no later than within three working days, whether there are obstacles to registration, unless the Regulations set a different time limit. If it finds gaps, it notifies them in writing no later than the next working day and sets a time limit to remedy them.

The Register may refuse registration in the cases listed in Article 2.68(1) CK: where the application does not match the prescribed form or not all documents have been filed, where the time limits in Article 2.46(5) CK have been missed, where the data and documents do not match each other or are unclear or misleading, or where the form or content of the documents is contrary to the law. If the gaps are not remedied within the time limit set, the Register refuses registration by a reasoned decision (Article 2.68(2) CK). It may also refuse where the appointed manager or member of a collegial management body is on the list of persons whose right to hold such office has been restricted (point 130 of the JAR Regulations).

In our practice the Register often registers each step – for example an authorisation, a decision or the articles – faster than this time limit allows. But when the steps follow one another, their time limits add up.

How to start

Send us what you want to change in the Register, and tell us who has to sign the documents and whether they have a qualified electronic signature. We will tell you which route is fastest and prepare the authorisation and the decision.

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

More about this service: drafting legal entity documents.