Liquidation in Lithuania: archive certificate and state land lease tax

When the liquidator applies for deregistration of a liquidated company, the register needs two certificates together with the other documents. The first confirms that the company’s documents have been handed over for safekeeping or that there are no documents to hand over. The second, issued by the municipal administrations that administer the state land lease tax, confirms that the company has settled with the budgets of the municipalities in whose territory state land was leased, in respect of the state land lease tax. A certificate can be omitted only where the register has already received the corresponding notice directly. The documents are handed over by the liquidator and accepted by the municipality in whose territory the company had its registered office. The state land lease tax is not the land tax, so the fact that a company pays no land tax does not by itself exempt it from the certificate.

How long the whole liquidation takes and where this stage fits in is covered in How long company liquidation takes, and what holds it up. This article is about the two certificates without which the register will not grant the application for deregistration.

What the register requires for deregistration

Once the liquidation procedure is complete, the following documents are filed with the register within the time limit set by the Civil Code (point 198 of the Regulations of the Register of Legal Entities, JAR nuostatai):

• an application to deregister the liquidated legal person;
• the liquidation deed;
• a certificate that the documents have been handed over for further safekeeping or that there are no documents to hand over (point 198.3 of the JAR nuostatai);
• a certificate from the municipal administration on the state land lease tax (point 198.4 of the JAR nuostatai);
• the final liquidation financial statement, where the provisions of the Law on Financial Reporting by Undertakings and Groups of Undertakings on financial statements apply to the legal person.

The time limit is set by Article 2.110(3) of the Civil Code (CK): the liquidator must complete the procedures and have the legal person deregistered no later than one year from the registration of the status of a legal person in liquidation, and before that period ends an extension for one further year may be requested. The register deregisters the legal person within five days of receiving the documents listed in point 198 of the JAR nuostatai and the State Tax Inspectorate’s notice that the company has settled with the budgets and funds or that the Inspectorate has no data on this, provided the Inspectorate has not reported that those data have changed (point 201 of the JAR nuostatai). If the documents listed in point 198 of the JAR nuostatai are not filed within the time limits in Article 2.110(3) CK, the registrar deregisters the legal person itself (Article 2.110(3) CK): at present within five working days after those time limits end (point 200¹ of the JAR nuostatai). From 15 October 2026 this will be done automatically within 30 days after those time limits end, and only where the State Tax Inspectorate has not reported the circumstances listed in point 23.28¹ of the JAR nuostatai, such as tax debts or employment contracts still in force, or has reported that they ended; if that report arrives after the time limits, within 30 days of its receipt (points 200¹ and 23.28¹ of the JAR nuostatai, version from 15 October 2026).

Who hands over the documents, and to whom

The liquidator hands over the documents. The Law on Companies gives the liquidator the function of handing over the liquidated company’s documents for safekeeping in the manner set by the Law on Documents and Archives (Article 74(2)(4) of the Law on Companies, ABĮ). The liquidator has the rights and duties of the company’s manager (Article 74(1) ABĮ), and the manager is responsible for keeping the organisation’s records for the required time (Article 12(2) of the Law on Documents and Archives, DAĮ).

To whom is set by Article 17 of the Law on Documents and Archives (Article 17 DAĮ): the records of a private legal person being liquidated whose retention period has not expired must be handed over to the municipality in whose territory it had its registered office, before it is deregistered. This means two things. Not all documents are handed over, only those whose retention period is still running. And they go not to any archive, but to the municipality of the registered office.

Which documents are still within their period depends on the retention periods. The company sets them in accordance with the requirements of laws and other legislation (Article 13(1) DAĮ). Retention schedules for the internal administration documents of private legal persons whose preparation is required by legislation are approved by the Chief Archivist of Lithuania (Article 13(2) DAĮ). Specific periods are covered in Company accounting and document retention in Lithuania: who and how long.

Documents whose periods have expired may be destroyed after an assessment of their value; the decision is taken by the manager in line with the general requirements set by the Chief Archivist (Article 14(1) DAĮ). Paper documents, other than those kept permanently, may be kept in electronic form if the authenticity of the digital image is ensured (Article 12(3) DAĮ). So it is worth collecting and sorting the documents at the start of the liquidation, while it is still known who keeps them and where.

When there is nothing to hand over

The certificate is still needed. The certificate referred to in point 198.3 of the JAR nuostatai confirms one of two things: either that the documents have been handed over for further safekeeping, or that there are no documents to be handed over. It is issued by the bodies designated by the Law on Documents and Archives to accept the documents of legal persons in liquidation for safekeeping (point 198.3 of the JAR nuostatai).

The certificate need not be filed only where the register has already received those bodies’ notice that the documents were handed over or that there are none to hand over (point 38.7.9 of the JAR nuostatai). Before filing for deregistration, it is worth checking whether such a notice has already been sent to the register.

The state land lease tax certificate

Point 198.4 of the JAR nuostatai requires a certificate from the municipal administrations that administer the state land lease tax, confirming that the legal person has settled with the budgets of the municipalities in whose territory state land was leased, in respect of the state land lease tax (point 198.4 of the JAR nuostatai). The certificate is not needed if the register received this notice directly from the municipal administration (point 38.7.10 of the JAR nuostatai).

The certificate is not about the land tax. Land tax is paid by the owner of the land, a natural or a legal person (Article 3(1) of the Law on Land Tax, ŽMĮ). The state land lease tax relates to the lease of state land, and it is administered by municipal administrations (point 198.4 of the JAR nuostatai). So the fact that a company owns no land and pays no land tax does not mean that it does not need this certificate.

What if the company never leased state land? Point 198.4 of the JAR nuostatai links the certificate to the municipalities in whose territory state land was leased, and the only exception it names is a notice received by the register from the municipal administration (point 198.4 of the JAR nuostatai). The JAR nuostatai do not say directly whether a company that leased nothing needs the certificate or which municipality would issue it, and we found no case law, so the safest course is to apply to the administration of the municipality of the company’s registered office and, before filing, to check whether the register has already received the notice.

When to deal with it

Both certificates are part of the deregistration documents, and the whole liquidation must fit within the time limit set by Article 2.110(3) CK. Point 198 of the JAR nuostatai does not set the order in which the certificates are obtained, so they can be requested in parallel with the other closing work. What else happens during a liquidation is covered in During a UAB liquidation: employees, creditors, audit and the bank account.

More on liquidation

• Liquidation of companies: service page
• How long company liquidation takes, and what holds it up
• During a UAB liquidation: employees, creditors, audit and the bank account
• Who can be a company liquidator in Lithuania, and what are they liable for?
• Company accounting and document retention in Lithuania: who and how long
• Liquidating a UAB with a shareholder abroad: what can be done remotely
• Liquidation in Lithuania: annual financial statements and the AGM
• Shares in other companies during liquidation: act before deregistration
• After bankruptcy opens: CEO duties and what shareholders can still do

How to start

Tell us where the company’s registered office is, whether the company leased state land, whether it had employees and where its documents are kept now (at the office, with the accountant or electronically). We will tell you which documents will have to be handed over to the municipality and which certificates to obtain before deregistration.

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

More about this service: Liquidation of companies.