Sole shareholder resolution instead of a meeting in Lithuania

Where all the shares of a company belong to one person, no meeting needs to be called. That person’s written decisions are treated as decisions of the general meeting of shareholders, and no minutes are drawn up. The shareholder signs the resolution personally or, if the shareholder is a company, through the person entitled to represent it. A resolution filed with the register must be written in the state language. If it changes register data or the articles of association, the company’s manager files it with the Register of Legal Entities.

When a resolution counts as a meeting decision

Article 29(7) of the Law on Companies of the Republic of Lithuania (ABĮ) provides that where all the shares of a company are owned by one person, that person’s written decisions are equated with decisions of the general meeting of shareholders. Minutes may then be omitted (ABĮ Article 29(1)). Article 2.90(4) of the Civil Code of the Republic of Lithuania (CK) sets the same rule for all legal entities: where an organ consists of one person, that person’s decision is equated with the organ’s decision.

So the sole shareholder decides in writing every matter within the competence of the general meeting. This includes amending the articles of association and changing the registered office, electing the manager where there is no board or supervisory board, approving the annual financial statements and allocating profit (loss) (ABĮ Article 20(1)(1), (2), (3), (11) and (12)).

Unlike the Law on Small Partnerships of the Republic of Lithuania (MBĮ), the ABĮ does not say in so many words that no meeting is called. But the written decision is itself equated with a meeting decision, so no separate meeting, notice of meeting or minutes is needed.

Form and content

The law requires written form but does not list what the resolution must contain. Because it is filed with the register and statutory deadlines run from its date, include:

• the company’s name and code;
• the sole shareholder’s details (for a natural person, name, surname and personal code; for a legal person, name and code);
• the date and place of the decision;
• each decision as a separate, clearly worded item;
• the person authorised to sign the amended articles or file documents with the register, where needed;
• the name, surname and signature of the person signing.

If you sign the resolution electronically, use a qualified electronic signature. ABĮ Article 29(3) requires this for minutes signed electronically, and point 68 of the Regulations of the Register of Legal Entities (JAR nuostatai) requires it for every document filed with the register electronically.

Who signs where the shareholder is a company

A legal entity acts through its organs (CK Article 2.81(1)). So the resolution is signed for a corporate shareholder by its manager or another person who may represent it under its articles and the law of its country. A shareholder may also authorise a natural or legal person to represent it in its dealings with the company (ABĮ Article 14(7)). How to check this, and when the register needs an extract on a foreign shareholder, is covered in Who signs company documents: manager, representative or shareholders?.

Which language

All companies operating in Lithuania keep their records in the state language (Article 4 of the Law on the State Language of the Republic of Lithuania (VKĮ)). Documents filed with the register must be written in the state language (JAR nuostatai, point 62). A document in another language must come with a translation signed by the translator (JAR nuostatai, point 63).

Where the shareholder does not speak Lithuanian, a text in a language they understand can be placed next to the Lithuanian text. The JAR nuostatai do not say whether the register will accept a bilingual document without a separate translation. When a translation, a notary or an apostille is needed is explained in Translation, notary and apostille: what your documents actually need.

When the resolution must be filed with the register

Where register data or the articles change, or other documents required by law must be filed, the company’s manager files with the register, within the statutory deadlines, a document confirming the organ’s decision (ABĮ Article 12(4)). From 1 November 2026 the same rule will be in ABĮ Article 12(3), and the register keeper is renamed the register data keeper. A UAB or AB files the document confirming the decision in every case where register data change (JAR nuostatai, point 139.2).

Two examples:

• Electing or removing the manager. The person authorised by the organ notifies the register within 5 days (ABĮ Article 37(6)). More in Changing the CEO of a UAB: who decides, how to register, when it applies.
• Amending the articles. The resolution is filed together with the full text of the amended articles, signed by the person the shareholder authorises (ABĮ Article 4(10)). When a notary is needed is covered in Amending UAB articles in Lithuania: votes, notary and registration.

Resolutions that change neither register data nor the articles, and that no law requires to be filed, are not filed with the register. The company keeps them itself.

When the sole shareholder changes, the UAB’s manager files their details with the Information System of Legal Entity Participants (JADIS), which passes them on to the register (ABĮ Article 12(5); from 1 November 2026, ABĮ Article 12(4)). A person who acquires all the shares notifies the company in writing within 5 working days (ABĮ Article 14(4)). For an AB, the manager notifies the register directly within 5 days of receiving the shareholder’s notice (ABĮ Article 37(14)). How this works is explained in UAB shareholders changed: what to file in JADIS, and who does it.

Keeping records and contracts with the shareholder

Minutes and other documents recording general meeting decisions are official documents. They are kept and managed under the Law on Documents and Archives (ABĮ Article 29(8)). A sole shareholder resolution is such a document, so keep the original at the company with the other shareholder resolutions.

Contracts between the company and the owner of all its shares must be in simple written form, unless the Civil Code requires notarial form (ABĮ Article 14(5)). For example, a loan agreement between the company and its sole shareholder is made in writing.

Where there are several shareholders

The rule on written decisions without a meeting applies only to a sole shareholder. Where there are several, the law allows two simpler ways, but the meeting is still convened:

1. All shareholders sign the decisions adopted. Minutes may then be omitted (ABĮ Article 29(1)). If you want to hold the meeting sooner than 21 days after notice (ABĮ Article 26(4)), all shareholders with voting rights must agree to this in signed form (ABĮ Article 26(7)).
2. All shareholders vote in writing in advance. A shareholder may vote by completing a general ballot paper (ABĮ Article 21(3)). The notice of the meeting states the agenda (ABĮ Article 26(2)(5)). A ballot is valid if it meets ABĮ Article 30(3) and (4) and the company received it before the meeting (ABĮ Article 30(5)); if it does not meet those requirements, the shareholder is treated as not having voted in advance (ABĮ Article 30(6)). Items not on the agenda cannot be decided at such a meeting (ABĮ Article 27(9)). Shareholders who voted in writing count as present at the meeting (ABĮ Article 27(5)). Where all shareholders present voted in writing, the company’s manager draws up and signs the minutes based on the votes received (ABĮ Article 29(2)).

Public institutions and small partnerships

The rule for a public institution (viešoji įstaiga, VšĮ) is the same: the owner’s written decisions are treated as decisions of the general meeting of members, and meetings are not minuted where the owner is one person (Article 12(11) and (12) of the Law on Public Institutions of the Republic of Lithuania (VšĮĮ)).

The MBĮ is more direct: where a small partnership (mažoji bendrija, MB) has one member, no members’ meeting is called, and the member’s written decisions are equated with decisions of the members’ meeting. The provisions on attendance, voting, decision-making and minutes do not apply to such an MB either (MBĮ Article 15(3)).

More on shareholders and shares

• Shareholders and shares
• Shareholder meeting minutes in Lithuania: form, language, signatures
• Annual general meeting and filing accounts: deadlines and fines

How to start

Send us the company’s name, what you want to decide and the shareholder’s details. If the shareholder is a foreign company, also send its register extract.

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

More about this service: Shareholders and shares.