Changing the CEO of a UAB: who decides, how to register, when it applies

The CEO (vadovas) of a UAB is elected and removed by the management board (valdyba). Where there is no board, the supervisory board (stebėtojų taryba) does it, and where there is neither, the general meeting of shareholders. The new CEO takes office on the day of election unless the contract with them says otherwise. Within 5 days, a person authorised by the body that elected the CEO notifies the registrar of the Register of Legal Entities (Article 37(6) of the Law on Companies of the Republic of Lithuania, ABĮ), which is the Centre of Registers (Registrų centras) (point 11 of the Regulations of the Register of Legal Entities, JAR nuostatai). If the CEO resigns and nobody adopts a decision to remove them, the employment contract ends on a day fixed by statute, and the CEO notifies the registrar personally.

Who elects and removes the CEO

The CEO is elected, removed and dismissed by the company’s management board. Where no board is formed, the supervisory board does this, and where neither is formed, the general meeting of shareholders (Article 37(3) ABĮ). The same rule appears in the board’s powers (Article 34(2) ABĮ).

So whether the shareholders can remove the CEO depends on the company’s bodies. The general meeting elects the CEO only where neither a supervisory board nor a management board is formed (Article 20(1)(3) ABĮ). It can remove a CEO it elected itself (Article 20(1)(4) ABĮ). Where the company has a board, the board removes the CEO, not the shareholders. Article 37(3) ABĮ does not tie removal to the end of a term or to any particular reason. Once the body decides to remove the CEO, the employment contract with them is terminated (Article 37(4) ABĮ). If the employment relationship with the CEO lasted more than two years, the removed CEO receives severance pay equal to one month of their average pay, unless the removal was caused by their own culpable conduct (Article 104(2) of the Labour Code, DK). In 2007 the Supreme Court of Lithuania, applying the Labour Code then in force, refused severance pay to a removed CEO, relying also on findings about how she ran the company, and said that the CEO’s fault in this respect is also shaped by the shareholders’ loss of trust in the CEO (case No. 3K-3-260/2007). Whether loss of trust is culpable conduct under today’s Article 104(2) DK is not settled.

Each body decides by its own rules. A decision of the shareholders’ meeting is adopted when more votes are cast for it than against, unless the law or the articles of association set a higher majority (Article 27(8) ABĮ). Where the company has a single shareholder, that shareholder’s written decisions are equal to decisions of the meeting (Article 29(7) ABĮ). The board can take decisions when at least 2/3 of its members attend the meeting, unless the articles require more. A decision is adopted when more votes are cast for it than against, unless the articles set a higher majority (Article 35(5) ABĮ).

Who can be CEO and what a candidate must disclose

The CEO must be a natural person who is not barred by law from holding such office (Article 37(2) ABĮ). A candidate must tell the electing body where and in what positions they work and how their other activities relate to the company (Article 19(9) ABĮ). The registrar may refuse to register the data if the elected person is on the list of persons whose right to act as a manager is restricted (point 130 of the JAR nuostatai).

The CEO is given an employment contract, signed on behalf of the company by the chair of the board or another board member authorised by the board, or, where there is no board, by the chair or another authorised member of the supervisory board, and where there is no supervisory board either, by a person authorised by the general meeting of shareholders (Article 37(4) ABĮ). We covered the employment contract in Does the head of a UAB need an employment contract, and who can be one? and do not repeat it here.

How the new CEO is registered in the Register of Legal Entities

The Register of Legal Entities (Juridinių asmenų registras) records the members of management bodies: name, surname, personal code and correspondence address (Article 2.66(1)(7) of the Civil Code of the Republic of Lithuania, CK). For a UAB it also records the dates on which the CEO was elected and on which their mandate ends (Article 12(1)(2) ABĮ).

A person authorised by the body that elected the CEO must notify the registrar of the CEO’s election, removal and the end of the employment contract on other grounds no later than within 5 days (Article 37(6) ABĮ). It is therefore useful to name in the decision who is authorised to file the documents. From 1 November 2026 the ABĮ will call this addressee the “manager of the Register of Legal Entities data” (juridinių asmenų registro duomenų tvarkytojas). The deadline and the duty stay the same.

The registrar receives (point 139 of the JAR nuostatai):

• an application to register the changes;
• the body’s decision to change the register data, or a document confirming it; a UAB files such a document in every case where register data change.

The full amended text of the articles is filed where the articles are amended at the same time (point 139 of the JAR nuostatai). After receiving the documents and confirmation that the registration charge has been paid, the registrar checks within three working days whether there are any obstacles. If there are none, it decides to register; if there are, it lists the defects in writing no later than the next working day (point 128 of the JAR nuostatai). Who signs applications to the registrar is covered in Who signs company documents: manager, representative or shareholders?.

When the new CEO can act and sign

The CEO takes office on the day of election unless the contract with them says otherwise (Article 37(3) ABĮ).

The register data change later. Under Article 2.66(6) CK, changes to the data on members of management bodies take effect only from their registration, except where laws provide otherwise. For dealings with others, Article 12 ABĮ sets these rules:

• Third parties may rely on the company’s decisions even where the registration formalities are not yet complete (Article 12(7) ABĮ). So a counterparty may rely on the decision electing the new CEO before it is registered.
• The company itself can rely on register data against third parties only after they are published, unless it proves those parties knew of the change. However, for transactions made before the sixteenth day after publication, the company cannot rely on the register data if the third parties prove they could not have known of them (Article 12(6) ABĮ).
• Once the registrar publishes who may act for the company, the company cannot rely on a breach of the CEO election procedure, unless it proves the third parties knew of it (Article 12(8) ABĮ).

Two steps follow from these rules. First, file the documents with the registrar right after the decision. Second, tell your key counterparties about the change in writing, because the company may need to prove that they knew.

From 1 November 2026 the parts of Article 12 ABĮ are renumbered: part 6 becomes part 5, part 7 becomes part 6 and part 8 becomes part 7. The content of the rules does not change.

How a CEO resigns when nobody adopts a decision

The CEO may resign by giving written notice to the body that elected them (Article 37(5) ABĮ). What happens next depends on who elected the CEO:

• Management board or supervisory board. It must decide to remove the CEO within 15 days of receiving the notice. If it does not, the employment contract ends on the sixteenth day after the notice was received (Article 37(5) ABĮ).
• General meeting of shareholders. The CEO must convene a meeting with the removal of the CEO and the election of a new one on the agenda. If no decision is adopted, the contract ends on the day after the meeting or, if the meeting does not take place, on the day after the repeat meeting (Article 37(5) ABĮ). An extraordinary meeting must be convened where a CEO elected by the meeting resigns (Article 24(2)(3) ABĮ).

In that case the resigned CEO notifies the registrar of the end of the employment contract personally (Article 37(6) ABĮ). They file an application to remove the data, with documents proving that the notice was given to the board or supervisory board, or that the meeting and, if it did not take place, the repeat meeting were convened (point 140 of the JAR nuostatai). So make sure the notice and the convening can be proved.

Leaving a company without a CEO for long is a risk. If its management bodies are not formed and so cannot take decisions for more than six months, the registrar may initiate the company’s liquidation (Article 2.70(1)(2) CK).

Handing over documents to the new CEO

The CEO organises the company’s accounting. They make sure that when the CEO changes, the accounting documents, accounting registers and other information needed for accounting are handed over to the new CEO in good time (Article 13(1)(5) of the Law on Financial Accounting of the Republic of Lithuania, FAĮ). Record the handover in a handover certificate (perdavimo aktas) listing the documents.

A UAB’s CEO is also responsible for keeping the securities accounts of holders of intangible shares and for registering holders of certificated shares, unless the accounting of intangible shares has been passed to an account manager entitled to do so (Article 37(13) ABĮ). So hand over those account and registration records too. The CEO is also responsible for filing the company’s documents and data with the registrar (Article 37(12)(12) ABĮ), so the new CEO takes over this duty from election. What the register extract shows after the change is explained in Centre of Registers extract with no signature: valid, and what it says.

More on setting up a company

• Establishment of legal entities: service page
• UAB management board: is it required, how many members, who elects them
• Setting up a UAB step by step: documents, signatures and the notary
• UAB with several founders: splitting shares and changing your mind
• Setting up a UAB in Lithuania: the registration term and whether to travel
• Foreign-owned UAB: bank account, identification and documents

How to start

Send us the company’s articles of association and a recent register extract, and tell us which body elects the CEO, who the new CEO will be and whether the current CEO is being removed or is resigning. We will prepare the decision and the documents for the registrar.

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

More about this service: Drafting legal entity documents.