Documents the register rejects, and when you need a new extract

Company documents can be returned not because of their content but because of mechanical issues. An old extract, a decision that is too old, a scan instead of an original, a document only in a foreign language without a translation signed by the translator. Below are five points worth paying attention to, and one clarification worth reading carefully: the law sets no general “six-month rule” for every decision, but there is one for founding documents and their amendments.

After any change, a new electronic certified extract is needed

The situation: you have a recently ordered extract and think it will do.

Point 137 of the Regulations of the Register of Legal Entities (JAR nuostatai) provides that when changed data are registered, an electronic certified register extract is generated automatically by the register’s information system. So after any change to the data, an old extract no longer reflects the register data. It does not matter that it was ordered recently: if even one item of register data changed in the meantime, a new extract is needed.

There is also another side to this: if the data have not changed, the extract you have still reflects them, and no new one is needed. This means an extract is not to be treated as a product with an expiry date – it can simply be checked. The validity of an extract can be checked using its key number.

The practical sequence is simple: before the documents are submitted, the validity of the extract you already have is checked using its key number, and a new one is ordered only if the check shows that the data have changed.

What banks and other recipients require of an extract

This is where it is easy to get confused, because two different requirements look like one.

From the register’s point of view, what matters is whether the data have changed. The law does not say how old an extract a bank or other recipient must accept: that is set by the recipient’s own requirements.

So if the same extract is going to both the register and a bank, it is worth checking the recipient’s requirements in advance.

The “six-month-old decision”: what the law provides

The situation is this: a decision is adopted, then the work drags on, and when the documents are finally submitted, it turns out that the decision is already too old.

Whether a decision really is too old depends on whether the law sets a time limit for it.

And now the part that needs saying out loud.

The law has no rule that every decision lapses after six months. But founding documents do have one: a legal person’s founding documents lose force if they are not filed with the Register of Legal Entities within six months of the day they were drawn up, unless another law sets a different term (Article 2.46(5) of the Civil Code (CK)). If that term is missed, the registrar may refuse to register changes to the legal person’s documents and data (Article 2.68(1)(2) CK). The Supreme Administrative Court of Lithuania has held that this term also applies to amendments of founding documents (ruling of 21 February 2017 in administrative case No. eA-351-143/2017; the ruling refers to the rule as the then Article 2.46(4) CK).

There is also a shorter term: when the founding documents are amended or registered data change (for example, the manager), the application to register the changes must be filed within thirty days of the day the changes were made (Article 2.66(3) CK). Article 2.68(1)(2) CK does not list this term as a ground for refusing registration; it lists only the terms in Article 2.46(5) CK.

The Law on Companies (ABĮ) sets a six-month time limit for specific cases, for example: the articles of association of a company being established (Article 4(9) ABĮ) and decisions to increase or reduce the share capital – such a decision is deemed invalid if the amended articles of association are not submitted to the registrar within 6 months (Article 49(9) ABĮ, Article 52(11) ABĮ). For a decision that does not amend the founding documents (for example, a change of manager), the law sets no six-month term, but the thirty-day duty above applies.

Why this distinction matters. A statutory time limit has to be kept. Court practice differs on whether a missed six-month time limit under Article 49(9) ABĮ can be restored by a court. The Vilnius Regional Court, sitting on appeal, in its judgment of 11 January 2024 in civil case No. e2A-34-661/2024 (at the time this rule was Article 49(7) ABĮ), called this time limit preclusive. The Klaipėda District Court, a first-instance court, by its ruling of 5 November 2025 in civil case No. e2YT-23120-884/2025, restored a missed time limit. We found no higher-court decision in that case, but we also found no confirmation that the ruling became final. We found no ruling of the Supreme Court on the point, so do not count on a restoration: file the articles within six months. Where the law sets no time limit, a decision does not become invalid merely because of its age.

Originals and copies: what the JAR nuostatai provide

Point 65 JAR nuostatai provides that applications are submitted to the registrar as originals, founding documents as originals or notary-certified copies, and other documents as originals or copies certified by a notary, an advocate or as the Regulations provide; where documents are submitted electronically, copies or duplicates certified as set out in point 68 of the Regulations may be submitted.

One detail comes on top of that: where documents are submitted through a representative, documents confirming the representative’s authority must be submitted with them (point 39 JAR nuostatai).

Language: minutes in Lithuanian, a bilingual text is practice

A company operating in Lithuania keeps its records in the state language (Article 4 of the Law on the State Language, VKĮ), so the minutes of a shareholders’ meeting are drawn up in Lithuanian. Documents submitted to the register must also be in the state language and follow the norms of standard Lithuanian (point 62 JAR nuostatai). A document not in the state language must be accompanied by a translation signed by the translator (point 63 JAR nuostatai).

Bilingual minutes, with one foreign language next to the Lithuanian text, are our recommendation, not a requirement of law. The foreign shareholder signs a document they understand. The JAR nuostatai do not deal with bilingual documents as such. Because a document filed with the register must be in the state language (point 62 JAR nuostatai), its Lithuanian text must be complete, not a summary. Whether the register will still ask for a translation is not stated in the nuostatai, so it is worth checking before filing.

Amending the articles of association: two routes, and the consequences of one only show later

The articles of a private limited company (UAB) can be amended by two routes; a public limited company (AB) has only the notarial route (point 50 JAR nuostatai), because the self-service route (point 46 JAR nuostatai) is open only to sole proprietorships, UABs and small partnerships. The self-service route is available only when the model articles of association are used and the other conditions of point 46 JAR nuostatai are met, so it replaces the articles with the standard form. The notarial route lets you keep an individual text, including a bilingual one, provided its Lithuanian text is complete (point 62 JAR nuostatai also applies to documents given to the notary).

The risk is this: choosing the self-service route means losing provisions agreed in negotiations. This may come to light not straight away but when those provisions are needed – in a dispute between shareholders or when the company is being sold.

So before choosing the self-service route, it is worth reading the current articles of association and checking whether they contain provisions that the standard form does not have. If they do not, self-service is the right choice. If they do, the self-service route would mean losing those provisions.

Where this is written

These matters are governed by the Regulations of the Register of Legal Entities (JAR nuostatai), the Law on Companies, the Law on the State Language (VKĮ) and the Civil Code (CK). The main provisions worth checking when preparing documents: point 39 JAR nuostatai, point 44 JAR nuostatai, point 46 JAR nuostatai, point 62 JAR nuostatai, point 63 JAR nuostatai, point 65 JAR nuostatai, point 137 JAR nuostatai, points 139.1–139.2 JAR nuostatai, Article 4(9) ABĮ, Article 4(10) ABĮ, Article 49(9) ABĮ, Article 52(11) ABĮ, Article 7(1) ABĮ, Article 18(1) ABĮ, Article 18(2) ABĮ, Article 20(1)(1) ABĮ, Article 37(6) ABĮ, Article 4 VKĮ, Article 2.46(1) CK, Article 2.46(5) CK, Article 2.66(3) CK, Article 2.68(1)(2) CK, and the Supreme Administrative Court of Lithuania ruling of 21 February 2017 in administrative case No. eA-351-143/2017.

Where none of these provisions sets a time limit or requirement, the text says so.

More on setting up a company

• Establishment of legal entities: service page
• Who signs company documents: manager, representative or shareholders?
• Does an association need a board, and can it have members without a vote?
• UAB, MB, IĮ or VšĮ: which legal form to choose in Lithuania
• Setting up an MB in Lithuania: members, contributions, documents
• Setting up a public institution (VšĮ): members, articles, registration

How to start

Send us what you are preparing to submit to the register, and tell us your deadline. We review which documents will be returned and why before they are submitted.

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

More about this service: company law services.