Changing a company’s name or articles: who to notify, when it takes effect

Before changing its name, a company must either publish a notice of the change once or notify all its creditors in writing. Until that is done, the register will not register the amended articles of association. This rule does not mention clients separately. Employees, however, must be told in writing of the new name before it takes effect (Article 44(1)(1) and (4) of the Labour Code of the Republic of Lithuania (DK)). From the day of registration the new name must appear on all the company’s documents. So in our practice we inform in writing everyone the company works with. Amended articles are always registered, and they take effect only from the day of registration. After registration the register itself publishes the change (point 244 of the Regulations of the Register of Legal Entities (JARN)), so nothing more needs to be sent to the register. Check whether your contracts require you to notify counterparties of changed company details.

Before the name change: a public notice or letters to creditors

Article 2.43(1) of the Civil Code of the Republic of Lithuania (CK) gives two routes. Before changing its name, a legal entity must announce it publicly once or notify all its creditors in writing.

This duty has two consequences:

  • if the company does not fulfil it, it bears the risk of any negative consequences of not giving notice (Article 2.43(2) CK);
  • the name is changed by amending the incorporation documents, and they are registered only once the notice requirement has been met (Article 2.43(3) CK).

Which route to choose? Letters work where there are few creditors and you know all of them. A creditor is anyone the company owes money to: a supplier, a landlord, a bank, sometimes an employee. So in our practice we more often choose the public notice. Where a notary certifies the articles, the notary, before certifying the amendment, asks for the public notice or for confirmation that all creditors have been notified in writing (point 54 JARN).

The new name can be entered in the register temporarily in advance (Article 2.43(4) CK). This is optional. A temporarily entered name is kept in the register for six months from the date of the application (Articles 2.43(4) and 2.41(3) CK; point 113 JARN). It is useful if you are worried someone else may take the name while you prepare the documents.

Clients, employees and suppliers

The company stays the same: only its incorporation documents are amended (Article 2.43(3) CK). What changes is what it must write on its documents. Article 2.44(1) CK requires letters, invoices, trade documents and the like to state:

  • the name;
  • the legal form;
  • the registered office;
  • the address of its electronic delivery box;
  • the company code;
  • the register in which data on the company is kept.

So from the day of registration you need to update invoice templates, contract forms and letterheads. Employees are told in writing in advance, before the change is registered (Article 44(4) DK). The employer’s name is one of the working conditions employees are informed of (Article 44(1)(1) DK), and the information is given in writing (Article 44(2) DK). In our practice we send clients, suppliers and employees a short letter: the new name, the company code and the date from which the new name is used. This avoids confusion over invoices and payments. The bank is given a new register extract.

Where public notices are published

The source is stated in the articles of association. Article 4(2)(10) of the Law on Companies of the Republic of Lithuania (ABĮ) requires the articles to name the source in which public notices are published.

Article 4(4) ABĮ allows a choice between two sources:

  • a Lithuanian daily newspaper;
  • the electronic publication for public notices issued by the keeper of the Register of Legal Entities.

The articles may also name both. From 1 November 2026 the law calls the publisher of this publication the manager of the Register of Legal Entities data (juridinių asmenų registro duomenų tvarkytojas), instead of its keeper (registro tvarkytojas). The rule itself does not change.

For associations the rule is similar. Article 12(2)(13) of the Law on Associations of the Republic of Lithuania (AĮ) requires the articles to set out how notices and announcements are published. When drafting articles, in our practice we propose the register keeper’s electronic publication. It is simpler than a daily newspaper, and in our practice a notice can usually be published there quickly.

The company’s other public notices go in the same source. For example, a notice convening a general meeting of shareholders is published in the source named in the articles or delivered to each shareholder (Article 26(4) ABĮ). The manager is responsible for publishing information in the source named in the articles (Article 37(12)(14) ABĮ).

Do not confuse two things. The company’s public notice is its own duty. Separately, the register itself publishes information on registered changes in its electronic information publication. This is set by point 244 JARN. It is done without payment (points 245–247 JARN). The register’s publication does not replace the company’s notice before a name change.

Must the amended articles be registered, and when do they take effect

Yes, always. The articles are amended by the general meeting of shareholders (Article 20(1)(1) ABĮ). The decision needs at least 2/3 of the votes of the shareholders taking part in the meeting (Article 28(1)(1) ABĮ). The full text of the amended articles is then drawn up and signed by a person authorised by the meeting (Article 4(10) ABĮ).

The company must then file an application to register the changes within thirty days of making them, together with the full text of the amended document (Article 2.66(3) CK). The management body is responsible for this (Article 2.67 CK).

The key date is the day of registration. Amendments to the incorporation documents take effect only from the day they are registered in the Register of Legal Entities, unless the law provides otherwise (Article 2.66(6) CK). Until then the old name and the old articles apply. So do not use the new name in contracts and invoices until the change is registered.

There are two ways to amend the articles. A UAB whose articles are drawn up on the model form, and which meets the other conditions, may file the documents with the register electronically and directly (point 46 JARN). Where the articles are bespoke, the amended articles first go to a notary, who confirms that they comply with the law and that statutory obligations, such as the notice before a name change, have been met (points 50, 54 and 57 JARN). We explain how the two routes differ in Which company documents the register will not accept.

Once the change is registered, nothing more needs to be sent to the register. No new registration certificate is issued, as explained on our FAQ page (in Lithuanian). If your business is supervised by an authority, for example the Bank of Lithuania (Lietuvos bankas), check your sector’s rules. In our practice such an authority had to be sent a new register extract and a copy of the articles separately.

A shareholder has changed: must the articles be amended

No. Article 4(2) ABĮ lists what the articles must contain: the name, legal form, objects, share capital, shares, bodies and so on. A list of shareholders is not among them. So when a shareholder changes, even where the new shareholder is a company from another country, the articles need not be amended.

Data on the shareholders of a UAB is filed with the Information System of Participants of Legal Entities (Juridinių asmenų dalyvių informacinė sistema) (Article 41¹(1) ABĮ). The manager is responsible for filing it (Article 41¹(3) ABĮ). The deadlines to know when selling shares are explained on our FAQ page (in Lithuanian).

How to start

Send us the current articles of association, the register extract and the new name or other changes you want. We will prepare the shareholders’ decision, the public notice and the amended articles, and tell you which registration route suits you.

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

More about this service: drafting legal entity documents.

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