Does a company need a stamp, and when must a notary certify a power of attorney?

A Lithuanian company does not have to have a stamp, unless the duty to have one is written into its articles of association or set by law. A company’s power of attorney is signed by its manager and usually needs no notary. A notary is required in three cases: a power to enter into a transaction that needs notarial form, a natural person’s power to act in matters concerning legal persons, and a natural person’s power to manage or dispose of immovable property. The second case can be replaced by an electronic power of attorney registered in the Register of Powers of Attorney (Įgaliojimų registras).

Must a company have a stamp

No. Article 2.44(5) of the Civil Code (CK) says a document must bear the legal person’s stamp only where the duty to have a stamp is set in the legal person’s incorporation documents or by law. If the articles say nothing about a stamp, none is needed. The signature of the person entitled to sign is enough.

The same is said about powers of attorney. A legal person’s power of attorney is signed by its manager, and a stamp is placed on a paper power of attorney only where the legal person must have a stamp (CK Article 2.140(1)). An electronic power of attorney needs no stamp.

What to check in your company:

• The articles. Older articles sometimes say the company has or must have a stamp. Then it is safer to treat the stamp as compulsory until the articles are amended.
• The specific law. In some areas a special law may require a stamp. If someone asks you to stamp a document, ask which legal act they rely on.
• Your foreign partner’s requirements. In some countries a stamp is still usual. If a Lithuanian company has no stamp, explain the CK Article 2.44(5) rule to the partner. If the partner still wants confirmation, you can go to a notary: a notary certifies that a signature on a document is genuine (Article 26(5) of the Law on the Notarial Profession (NĮ)).

If the company has a stamp but no longer wants one, the articles are amended to remove the duty. Amendments to the articles take effect only from their registration (CK Article 2.66(6)), so until then the stamp must be used.

What a power of attorney is and who signs it

Persons may enter into transactions through representatives, except transactions that by their nature can only be made in person and other transactions specified by law (CK Article 2.132(1)). A power of attorney is a written document by which one person, the principal, authorises another, the agent, to represent the principal in dealings with third parties. A power of attorney can also be made electronically by registering it in the Register of Powers of Attorney (CK Article 2.137(1)).

List the specific acts in the power of attorney. An agent whose rights are not defined in it may only do what is needed to preserve and look after the principal’s property and property interests (CK Article 2.137(2)). So a general sentence such as “to represent the company before all institutions” may be too narrow where a contract must be signed or a bid submitted in public procurement. Give separate procedures a separate point.

A company’s power of attorney is signed by its manager (CK Article 2.140(1)). The procuration rules apply to the powers of attorney of profit-making companies (CK Article 2.140(3)).

The manager needs no power of attorney. A legal person acquires rights and obligations through its bodies (CK Article 2.81(1)), and the manager is such a body. For example, when a corporate shareholder is represented at a meeting by its manager, no separate power of attorney is needed. Still, a person who is not a shareholder must present a document confirming the right to vote (ABĮ Article 21(9)), such as the corporate shareholder’s extract from the Register of Legal Entities showing that he is its manager. That document is attached to the minutes (ABĮ Article 29(5)).

When a notary must certify a power of attorney

CK Article 2.138(1) lists three cases where a power of attorney must be certified by a notary:

1. A power to enter into transactions that require notarial form. If the transaction itself is notarial, the power to sign it must be notarial too. This also applies to a company’s power of attorney.
2. A power to act on behalf of a natural person in matters concerning legal persons. For example, when a founder or a shareholder who is a natural person authorises someone to sign incorporation documents or file documents with the Register of Legal Entities.
3. A natural person’s power to manage, use or dispose of immovable property.

Note the difference. Points 2 and 3 apply to a natural person’s power of attorney. When the company gives the power of attorney and the transaction does not need notarial form, no notary is needed. The manager’s signature is enough. Specific laws may add requirements for a company’s power of attorney (CK Article 2.140(2)).

A notary certifies a power of attorney as a transaction (NĮ Article 26(1)). A notary may certify a power of attorney given by one or several persons to one or several persons (NĮ Article 49). When the power of attorney is for use abroad, extra rules on the apostille apply. We covered them in Company power of attorney for use abroad.

When the company itself can certify a power of attorney

Not every natural person’s power of attorney needs a notary. CK Article 2.139(1) allows simplified certification. The organisation where a natural person works or studies may certify that person’s power of attorney to receive mail, pay and other employment-related payments, pensions, benefits, scholarships or public and administrative services. So a company, as employer, can certify its employee’s power of attorney allowing someone else to collect the employee’s pay or parcels.

Such a power of attorney needs no certification if the natural person made it electronically and gave it by registering it in the Register of Powers of Attorney (CK Article 2.139(2)).

The law also treats powers of attorney certified by certain other officials as equal to notarised ones, for example soldiers’ powers certified by their unit commanders, or the powers of persons on long-distance voyages certified by the ship’s captain (CK Article 2.138(2)). They are rare in business, but they count as notarial.

Avoiding the notary: the electronic power of attorney

A power of attorney in the second case need not be certified by a notary if the natural person made it electronically and gave it by registering it in the Register of Powers of Attorney (CK Article 2.138(3)). This is a convenient route when a shareholder lives far away and cannot visit a notary but can use the Centre of Registers’ (Registrų centras) e-services.

Both natural and legal persons can make an electronic power of attorney. When a legal person makes one, the person acting for it is authenticated in the way the Centre of Registers sets (point 44 of the Register of Powers of Attorney Regulations). An electronic power of attorney can be made in Lithuanian or in Lithuanian and English (point 45 of the Regulations). That helps when the agent or principal is a foreigner.

An electronic power of attorney is registered at the moment it is filed: the data are entered in the register and the power of attorney receives an identification code. Its lawfulness is not checked (point 46 of the Regulations). So the principal is responsible for its content.

The data of an electronic power of attorney cannot be changed in the register. If something needs changing, the power of attorney is deregistered and a new one is made (point 48 of the Regulations).

The Register of Powers of Attorney: what is in it and how to check a power

Notarised powers of attorney, powers treated as notarised, and procurations must be registered in the public Register of Powers of Attorney. Electronic powers of attorney are registered there too (CK Article 2.138¹(1)). The register is kept by the Centre of Registers (point 8 of the Regulations). A notarised power of attorney counts as registered when its data are entered in the register and it receives an identification code (point 29 of the Regulations).

The register’s data are public, but personal data are provided only on request (point 76 of the Regulations). In practice this means you can check a power of attorney if you have its identification code. An extract on an electronic power of attorney can be provided, for example, on the basis of the principal’s or agent’s personal code and the power’s identification code, or of a legal person’s code and the power’s identification code (point 82 of the Regulations).

The other party to a transaction may require the agent to show the power of attorney and a copy of it. For an electronic power of attorney, it may require the data identifying it (CK Article 2.143). So when you receive an electronic power of attorney, ask for its identification code and check that it is still valid.

Term and date

If no term is stated, a power of attorney is valid for one year from the day it was made (CK Article 2.142(1)). A power of attorney without a date is invalid (CK Article 2.142(3)). There is an exception for a notarised power of attorney for acts abroad: if it states no term, it is valid until the person who gave it revokes it (CK Article 2.142(2)). A notarised power of attorney without a term is automatically deregistered one year after it was made, except powers for acts abroad (point 41 of the Regulations).

The advice is simple: always state the date and a clear term. If the power of attorney is needed for longer than a year, write the term in expressly.

Can the agent delegate to someone else

Not by default. The agent must personally do the acts he is authorised to do. He may delegate to another person only where the power of attorney gives that right, or where circumstances force him to do so to protect the principal’s interests (CK Article 2.145(1)). So if you think the agent may need help, write the right to delegate in from the start.

A delegated power of attorney is given in the same way and in the same form as the original (CK Article 2.145(2)). If the original is notarial, the delegated one must be notarial too. Its term may not be longer than the original’s (CK Article 2.145(3)). The person delegating must inform the principal (CK Article 2.145(4)).

A procurator cannot pass his powers to anyone (CK Article 2.179(2)). The procuration rules also apply to the powers of attorney of profit-making companies (CK Article 2.140(3)). The Supreme Court of Lithuania treated company powers of attorney whose content matched a procuration (the right to represent the company in all courts, institutions and public procurement and to sign documents in its name) as procurations, and held void the parts that granted a right to delegate (Supreme Court of Lithuania, ruling of 13 June 2008 in civil case No. 3K-3-298/2008). So in a broad company power of attorney a right to delegate may not work, and whether it works in a narrower power of attorney for specific acts should be checked case by case.

How to revoke a power of attorney

The principal may revoke a power of attorney at any time, and the agent may renounce it. Where the power of attorney is registered in the Register of Powers of Attorney, the request to end it can be filed electronically (CK Article 2.146(1)). Exception: the law or the parties’ agreement may provide for an irrevocable power of attorney (CK Article 2.146(2)). However, in a broad company power of attorney whose content matches a procuration, an irrevocability clause may be void (Supreme Court of Lithuania, ruling of 13 June 2008 in civil case No. 3K-3-298/2008). Data on the end of a power of attorney must be filed with the keeper of the Register of Powers of Attorney (CK Article 2.147(2)). When a power of attorney ends, any delegated power ends too (CK Article 2.147(3)).

Having revoked a power of attorney, the principal must inform the agent and the third parties he knows of for whose dealings the power was given (CK Article 2.148(1)). The agent must return a paper power of attorney; an electronic one need not be returned (CK Article 2.148(3)).

Why does notice matter? The end of representation cannot be relied on against third parties acting in good faith, unless they knew, or should have known but failed to through their own carelessness (CK Article 2.147(4); see also CK Article 2.148(2)). If you revoked a power of attorney but did not tell the bank or the partner, the agent’s acts may remain valid.

In some cases a power of attorney ends without any statement. For example, it ends when the legal person that gave it, or the legal person it was given to, ceases to exist, or when the latter enters bankruptcy (CK Article 2.147(1)). In such cases a notarised power of attorney is deregistered automatically when the register receives data from the Register of Legal Entities (point 41 of the Regulations).

A change of manager does not end a power of attorney by itself. The power is given by the company; the manager only signs it. CK Article 2.147(1) does not list a change of manager among the grounds on which a power of attorney ends. So a new manager should review the powers of attorney in force and revoke those no longer needed.

Related articles

• Who signs company documents: manager, representative or shareholders?
• Company power of attorney for use abroad
• UAB formation: documents, signatories, power of attorney and notary
• Changing the CEO of a UAB

How to start

Tell us who gives the power of attorney and to whom, what the agent will have to do and in which country. We will tell you whether a notary is needed or an electronic power of attorney is enough, and draft the text. If you want to drop the company stamp, we will prepare the amendment to the articles.

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