Reorganisation filings with the Centre of Registers: steps and time limits

When private limited liability companies (UAB) merge by absorption or by forming a new company, documents are filed with the Centre of Registers (Registrų centras) in four stages. No later than the first day of public announcement, you file an application to register the legal status and the reorganisation terms. Within 5 days of the decision, you file the document confirming it. After the notary confirms them, you file the amended articles of the continuing company or the documents of the new company. Finally, you file an application to deregister the reorganised company, together with its reorganisation completion financial statement. The shortest statutory wait is 30 days before the decision, if the terms are announced once and creditors are notified in writing; with three announcements at intervals of at least 30 days, the wait is longer. The law sets no overall duration.

When a reorganisation starts and ends, who becomes a shareholder and why a notary is needed is covered in When a reorganisation ends, who becomes a shareholder, is a notary needed. This article is about who files what with the register, and when.

Before the first filing: what to prepare

The reorganisation terms are drawn up by the companies’ boards or, where there is no board, by the managers. They do so after the general meeting of shareholders has approved it (Article 63(1) of the Law on Companies of the Republic of Lithuania (ABĮ)). The amended articles of the continuing company, or the articles of the new company, are prepared together with the terms (Article 63(6) ABĮ).

The terms must be evaluated by an auditor (Article 63(2) ABĮ). No evaluation is carried out if all shareholders of each company agree (Article 63(5) ABĮ). Nor is it needed where the continuing company holds all the shares of the company being absorbed (Article 70(1) ABĮ). If you want one joint auditor for all the companies, the registrar must approve that auditor (Article 63(2) ABĮ). The register decides on a joint expert within three working days of receiving the request (point 151 of the Regulations of the Register of Legal Entities (JAR nuostatai)).

For a UAB, the board’s report on the planned reorganisation is prepared only if shareholders with at least 1/10 of all votes demand it (Article 64(3) ABĮ). It is not prepared if all shareholders agree (Article 64(2) ABĮ), or when a wholly owned subsidiary is absorbed (Article 70(1) ABĮ). If it is prepared, it is filed with the register no later than 30 days before the meeting (Article 64(1) ABĮ).

Stage 1: the day of announcement

The terms are announced in the source named in the company’s articles (Article 65(1) ABĮ). That source must be a daily newspaper or the registrar’s electronic publication for public notices (Article 4(4) ABĮ).

No later than the first day of announcement, the terms and, if one is prepared, their evaluation report are filed with the register (Article 63(8) ABĮ). Point 149 of the JAR nuostatai lists what to file that same day:

• an application to register the legal status “being reorganised” or “taking part in a reorganisation”;
• the reorganisation terms; a link to the company website where they are published may be filed with them;
• the terms evaluation report and the management report, if the law requires them;
• the supervisory authority’s permit, if the law requires one.

The register records the status within three working days at the latest (point 150 JAR nuostatai). The registrar announces that it has received the terms (Article 63(9) ABĮ). If you filed a link to your website, it announces the link, and you must keep the terms on your website until the reorganisation ends (Article 63(10) and (11) ABĮ).

Stage 2: the decision and its filing

The decision may be taken no earlier than 30 days after the day the registrar announces that it has received the terms or the website link (Article 62(2) ABĮ). Article 2.96(3) of the Civil Code of the Republic of Lithuania (CK) counts the same period from the public announcement. So count from whichever of the two dates is later.

If you choose to announce once and notify creditors in writing, this must be done no later than 30 days before the meeting (Article 65(1) ABĮ). The other option is to announce three times at intervals of at least 30 days. If you want the shortest route, choose a single announcement and written notice to creditors. Creditors may lodge their demands until the meeting (Article 66(2) ABĮ).

The decision approves the terms and the amended articles (Article 62(3) ABĮ). Where the continuing company holds all the shares of the company being absorbed and the statutory conditions are met, its general meeting need not be called (Article 70(2) ABĮ). The decision is then taken by its board or manager (Article 70(3) ABĮ).

The document confirming the decision is filed with the register within 5 days at the latest (Article 62(4) ABĮ). The register records the information within three working days at the latest (point 152 JAR nuostatai).

Stage 3: the notary and the amended articles

Check your creditors before this stage. Documents for registering the articles, and for deregistering the company that will end, may not be filed until performance has been additionally secured for a creditor who demanded it, or while a court dispute about that security is pending (Article 66(4) ABĮ).

Where a new company is created, it is registered only after its general meeting has elected its bodies and its manager (Article 69(3) ABĮ).

The amended articles of continuing companies and the documents of a new company go to the notary first (point 48 JAR nuostatai). The notary receives the full text of the amended articles and the documents confirming the changes (point 50 JAR nuostatai). The notary confirms that the data are true, that the articles comply with the law and that registration may go ahead (point 54 JAR nuostatai). Points 16 and 17 of Article 26 of the Law on the Notarial Profession of the Republic of Lithuania (NĮ) give notaries these functions. The notary acts immediately once the required documents are provided and the fee is paid, but may postpone if more information is needed (Article 29 NĮ). So it is worth agreeing the full set of documents with the notary in advance. The documents are filed with the register only after the notary’s confirmation (point 57 JAR nuostatai).

What is filed with the register depends on the method:

• absorption: an application to register the changed data, the full text of the amended articles, and an asset valuation report if the law requires a valuation (point 159 JAR nuostatai);
• merger into a new company (also division): an application to register a new legal entity, signed by the filers of all companies being reorganised, and the founding documents of the new company (point 164 JAR nuostatai).

For an absorption, the documents are filed once the reorganisation terms have been carried out, within the period set by the law and the terms (point 159 JAR nuostatai). So it is worth writing a deadline into the terms. The register decides within three working days at the latest, unless the regulations set another period (point 128 JAR nuostatai). Once the amended articles or the new company are registered, the reorganisation is complete (Article 69(1) ABĮ).

Stage 4: deregistering the reorganised company

A reorganised company is deregistered under point 212 of the JAR nuostatai (point 163 JAR nuostatai). You file an application to deregister it and the reorganisation completion financial statement; companies that keep their accounts under international standards file statements prepared under those standards. The register deregisters the company within five working days at the latest (point 212 JAR nuostatai). The company ends on deregistration (Article 69(5) ABĮ).

Minimum time limits in order

Adding up the statutory time limits gives this sequence:

1. Announcement day: the terms and the status application are filed no later than that day.
2. The register records the status within three working days and announces receipt of the terms. Article 63(9) ABĮ sets no deadline for that announcement.
3. From the register’s announcement: at least 30 days until the decision.
4. Decision to the register: within 5 days; entry: within three working days.
5. Notary: acts immediately once the required documents are provided and the notary’s fee is paid. If additional information or documents are needed, the act may be postponed for twenty calendar days or until they are received (Article 29 NĮ).
6. Registration of the amended articles: within three working days.
7. Deregistration: within five working days of filing, but point 212 JAR nuostatai sets no deadline for filing the documents themselves.

The shortest mandatory wait is 30 days, with a single announcement and written notice to creditors; with three announcements it is longer. The other limits are upper limits for the register and the company, not waiting periods. How long it actually takes depends on when the register announces receipt of the terms, whether an auditor’s evaluation is needed, whether creditors demand security, when the reorganisation completion financial statement is ready and whether the notary has received all the required documents.

Can the documents be filed electronically

Documents may be filed with the register in person or by post. They may be filed electronically where this is technically possible; documents signed with a qualified electronic signature may also be sent to the Centre of Registers’ e-delivery box (point 71 JAR nuostatai). Electronically filed documents are signed with a qualified electronic signature (point 68 JAR nuostatai). Documents confirmed by a notary are filed electronically by the notary, where possible (point 56¹ JAR nuostatai). So prepare the stage 1, 2 and 4 documents for signing with a qualified electronic signature; at stage 3 the documents go through the notary.

The version of the JAR nuostatai that takes effect on 15 October 2026 does not change the points discussed here. From 1 November 2026 the ABĮ will call the registrar the register data controller, but the time limits and documents stay the same.

More on reorganisation

• Reorganisations and separations of companies: service page
• When a reorganisation ends, who becomes a shareholder, is a notary needed
• Terms of reorganisation in Lithuania: who drafts them, contents, notice
• Company reorganisation in Lithuania: what to tell VMI and Sodra

How to start

Send us the articles of all participating companies and their latest register extracts, and tell us which company will continue, who the shareholders are and whether any creditors may demand security. We will draw up a plan of documents and dates for each stage.

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

More about this service: Reorganisations and separations of companies.