Liquidation notice from the Centre of Registers: what to do and when

A notice of the intended initiation of liquidation means that the Centre of Registers (Registrų centras), as the keeper of the Register of Legal Entities, has found at least one of the circumstances listed in the Civil Code and has the right to initiate the company’s liquidation (Article 2.70(1) and (2) CK). The company is not yet being liquidated. There are two time limits, and within them one decision has to be made.

On what ground the notice is sent

Article 2.70(1) CK lists seven grounds. The registrar has the right to initiate liquidation where:

• the legal entity has not filed the documents required by Article 2.66(4) CK, such as its set of financial statements, within twelve months after the deadline for filing them (point 1);
• the management bodies have not been formed and, as a result, have been unable to take decisions for more than six months (point 2);
• the legal entity’s registered office has not been stated in the register for more than six months (point 3);
• the legal entity has not updated its data in the register for five years and there are grounds to believe it carries on no activity (point 4);
• a political organisation has had fewer members than the number needed to found it for more than six months, and no decision on its reorganisation, transformation or liquidation has been taken within 6 months (point 5);
• the share capital of a public or private limited company is below the statutory minimum (point 6);
• a court has refused to open bankruptcy proceedings against an insolvent legal entity and has directed that its liquidation be initiated on the registrar’s initiative (point 7).

First find out which ground has been applied: it decides which documents can rebut it (Article 2.70(3) CK).

Two time limits

Three months. The notice is sent to the company’s electronic delivery box address or, where no such address is stated in the register, to the registered office and to the addresses of the members of the management body. Where it cannot be sent, the intended liquidation is publicly announced (Article 2.70(2) CK). Count the three months for filing the documents that rebut the ground from the date the notice was sent or publicly announced, not from the day you read it. If the documents are not filed within this period, the registrar decides to initiate liquidation and the company acquires the status of a legal person whose liquidation is being initiated (Article 2.70(3) CK).

One year. Within one year of acquiring that status, the company can still file the documents that rebut the ground, and the initiated liquidation is then revoked. Within the same period, a creditor holding an enforcement document that has not been fully enforced may apply to court for revocation (Article 2.70(5) CK). Creditors may also bring an action for performance of the obligations or for the opening of insolvency proceedings within a one-year limitation period counted from the acquisition of the status (Article 2.70(6) CK).

If the documents are not filed within the year, and the court does not accept a creditor’s application or action or does not revoke the liquidation, the registrar decides to liquidate the company. No liquidator is appointed, the management bodies lose their powers from that decision, and the registrar itself takes the steps needed for deregistration (Article 2.70(7) and (8) CK).

The registrar’s actions under Article 2.70 CK may be appealed to court under the procedure established by law (Article 2.70(10) CK). The Supreme Court of Lithuania has held that once the decision to liquidate has been taken, the one-year time limit under Article 2.70(5) CK can no longer be reinstated, but the decision to liquidate itself can be challenged in court in ordinary contentious proceedings. If it is annulled, the entity’s status as an operating legal person is restored (Supreme Court of Lithuania ruling of 14 October 2025 in civil case No. e3K-3-132-1120/2025, paragraphs 26–28).

Who is liable, and for what

For three years, the members of a company that has ended, such as its shareholders, are jointly and severally liable and must compensate the damage the creditors suffered because the company was liquidated on the registrar’s initiative as a result of the members’ bad-faith actions (Article 2.70(9) CK). This is liability not for all the company’s debts but for damage caused by such actions. Joint and several liability means that the creditor may claim the whole amount or part of it from all the members together or from any one of them separately (Article 6.6(4) CK).

One decision: keep the company or close it

You need the company. File the documents that rebut the ground applied, such as the missing sets of financial statements: within the three months or, if the status has already been registered, within one year of acquiring it (Article 2.70(3) and (5) CK).

You do not need the company. The decision to liquidate the company voluntarily is best taken while the three-month period is running (Article 2.70(3) CK). Only a solvent company (UAB or AB) can be liquidated voluntarily: the shareholders decide and elect a liquidator, and the company in liquidation settles with its creditors first (Article 73(3), (5) and (13) of the Law on Companies, ABĮ). A company is liquidated for bankruptcy under the Law on Insolvency of Legal Persons (Article 73(4) ABĮ).

Doing nothing is also a decision: the registrar then liquidates the company without a liquidator (Article 2.70(7) and (8) CK).

The full procedure, the grounds and frequently asked questions: Liquidation initiated by the Centre of Registers.

More on liquidation

• Liquidation of companies: service page
• Liquidation initiated by the Centre of Registers
• Liquidating an MB in Lithuania: who decides, who liquidates, who gets what
• Closing an individual enterprise (IĮ) in Lithuania: steps and liability
• Liquidating a public institution (VšĮ): who decides, liquidator, assets
• Liquidating an association or charity fund: who gets the assets
• Closing a foreign company’s branch in Lithuania: steps and what can stop it
• Liquidating a UAB with a shareholder abroad: what can be done remotely
• Liquidation in Lithuania: archive certificate and state land lease tax
• Liquidation in Lithuania: annual financial statements and the AGM
• Shares in other companies during liquidation: act before deregistration
• After bankruptcy opens: CEO duties and what shareholders can still do

How to start

Send us the notice you received and the company’s registration code. We will tell you which ground has been applied, how much time is left and which route suits your case.

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

More about this service: liquidation of companies.