Changing a company’s registered office address in Lithuania
Changing a company’s registered office address starts with a decision: in a private limited company (UAB) or a public limited company (AB), the general meeting of shareholders has the exclusive right to change the registered office (Article 20(1)(2) of the Law on Companies, ABĮ), and in a small partnership (MB) the meeting of members has that right (Article 13, point 2 of the Law on Small Partnerships, MBĮ). The Centre of Registers receives an application to register the changes, the decision to change the registered office and, if the premises do not belong to your company or belong to it in common ownership, the written consent of the owner or co-owner (point 148 of the Regulations of the Register of Legal Entities, JAR Regulations). The application must be filed within thirty days of the change, and the new address takes effect from the day it is registered, save for exceptions provided by law (Article 2.66(3) and (6) of the Civil Code, CK). You can file on paper or electronically. When filing electronically, documents must be signed with a qualified electronic signature (point 68 of the JAR Regulations), and copies of documents may be filed if certified in the manner set out in point 68 of the JAR Regulations (point 65 of the JAR Regulations).
Whose consent is needed when the premises are rented, co-owned or mortgaged is covered in more detail in our article Registered office address: whose consent is needed and the risks of a purchased address. This article covers the change procedure itself.
Which address can be the registered office
The registered office of a legal entity is the place where its permanent management body is located, and it is described by the address of the premises (CK Article 2.49(1)). The new address should therefore be the place where your company’s management body actually works, not just a convenient registration address. The registered office of a UAB or an AB must be in the Republic of Lithuania (ABĮ Article 2(7)), and so must that of a small partnership (MBĮ Article 2(4)).
The address also matters for correspondence. All correspondence with a legal entity is deemed proper when it is sent to its registered office address or to its electronic delivery box address, unless the legal entity has clearly indicated otherwise (CK Article 2.49(3)). Interpreting the earlier wording of this rule, the Supreme Court of Lithuania explained that it sets the address to which correspondence must be sent, but not the way a letter must be delivered (ruling in civil case No. 3K-3-368-611/2016). In addition, if the registered office shown in the register and the location of the permanent management body differ, third parties are entitled to treat the location of the permanent management body as the registered office (CK Article 2.49(2)).
Who decides to change the registered office
The general rule: the decision to change the registered office is taken in the manner set out in the founding documents, unless the laws governing the particular type of legal entity provide otherwise (CK Article 2.49(4)). For companies and small partnerships, the laws say so directly.
UAB and AB. The general meeting of shareholders has the exclusive right to change the company’s registered office (ABĮ Article 20(1)(2)). Because this is an exclusive right of the general meeting, the company’s manager cannot take that decision; the general meeting cannot delegate matters within its competence to other bodies of the company, save for exceptions set by the ABĮ (ABĮ Article 19(5)).
- If all shares belong to one person, that person’s written decisions are equivalent to decisions of the general meeting of shareholders (ABĮ Article 29(7)). A decision signed by the sole shareholder is then enough. How to draw it up is explained in our article Sole shareholder resolution instead of a meeting.
- If there are several shareholders, the meeting must be minuted, but minutes may be omitted when all shareholders of the company sign the decisions taken (ABĮ Article 29(1)). In that case every shareholder signs the same decision.
Small partnership. The meeting of members of the small partnership has the exclusive right to change the small partnership’s registered office (MBĮ Article 13, point 2). If the small partnership has a single member, no meeting of members is called and that member’s written decisions are equivalent to decisions of the meeting of members (MBĮ Article 15(3)).
Do the articles of association have to change
First check whether the registered office address is written into your company’s articles of association. If it is, changing the registered office will also mean changing the text of the articles. Save for exceptions set by the ABĮ, the general meeting of shareholders also has the exclusive right to amend the articles (ABĮ Article 20(1)(1)), and when founding documents are amended, the full amended text is filed with the register together with the application (CK Article 2.66(3)). How many votes are needed and when a notary is involved is explained in our article Amending UAB articles in Lithuania: votes, notary and registration.
If the articles do not name the registered office, only the registered office shown in the register changes, and the text of the articles stays the same.
In a small partnership, check likewise whether the registered office is written into its articles (nuostatai). The meeting of members has the exclusive right to amend them (MBĮ Article 13, point 1).
You can change the registered office separately from other data, for example separately from a change of manager or contact details. Point 148 of the JAR Regulations sets a separate list of documents for registering a change of registered office and does not require other register data to be changed at the same time.
Changing a company’s registered office address: which documents are needed
When the registered office of a legal entity changes, the Centre of Registers receives (point 148 of the JAR Regulations):
- an application to register the changes;
- the decision of the legal entity’s body to change the registered office;
- if the legal entity is not the owner of the premises or the premises belong to it in common ownership, the written consent of the owner or co-owner to provide the premises for registering the registered office.
If the premises belong solely to your company (not in common ownership), no owner’s consent is needed. If the premises belong to the company in common ownership, the written consent of the co-owner is needed. If you rent the premises, the owner of the premises must sign the consent.
On paper or electronically
Documents are filed with the Centre of Registers in person or by post at any of its client service units and, where the technical and software means exist, also electronically through the means set by the Centre of Registers. Where it is not possible to file electronically through the means set by the Centre of Registers, documents signed with a qualified electronic signature may be sent to the Centre of Registers’ electronic delivery box in the manner set by the Register Management Rules (point 71 of the JAR Regulations). The way you file decides how the documents must be signed.
On paper. Applications are filed as originals; other documents are filed as originals or as copies certified in the ways listed in point 65 of the JAR Regulations. So the decision and the owner’s consent can be filed as originals or as copies certified in that way.
Electronically. Documents filed electronically must be signed with a qualified electronic signature (point 68 of the JAR Regulations), and copies of documents may be filed if certified in the manner set out in point 68 of the JAR Regulations (point 65 of the JAR Regulations). Point 68 does not itself say who must sign the owner’s consent or its copy.
Before preparing the documents, decide how the owner’s consent will be filed: on paper (as an original or as a copy certified in the ways listed in point 65 of the JAR Regulations) or electronically (signed with a qualified electronic signature, or as a copy certified in the manner set out in point 68 of the JAR Regulations).
Before filing, check four things:
- whether the decision was taken by the body the law gives this right to (the general meeting of shareholders, the sole shareholder, the meeting of members of the small partnership or its sole member);
- whether the decision and the consent state the same, complete new address;
- whether the consent was signed by the owner or, if the premises belong to the company in common ownership, by the co-owner (whose signatures are needed is explained in the article on the registered office address mentioned above);
- whether all documents are signed as the chosen filing route requires.
Deadlines and when the new address takes effect
Filing deadline. When register data change, the legal entity must file an application to register the changes within thirty days of the day the changes were made (CK Article 2.66(3)).
Taking effect. The change of registered office takes effect from the day it is registered in the Register of Legal Entities, save for exceptions provided by law (CK Article 2.66(6)). Until then the old address stays in the register, so make sure that letters sent to the old address reach you until the change is registered (CK Article 2.49(3)).
How to start
Send us your company’s Centre of Registers extract or its name and code, the details of the new address and information on who owns the premises and whether the owner can sign with a qualified electronic signature. We will prepare the decision, the owner’s consent and the documents for the register.
Phone +370 5 212 1506, email info@linden.lt
More about this service: Drafting legal entity documents.
