Liquidation initiated by the Centre of Registers

The keeper of the Register of Legal Entities (Juridinių asmenų registras), the Centre of Registers (Registrų centras), can start a company’s liquidation itself. No decision of the shareholders or the creditors is needed. The law gives the company two periods to rebut the ground: the first after the notice, and the second after the status “liquidation being initiated” (inicijuojamas likvidavimas) is registered (Article 2.70(3) and (5) CK). If both are missed and no court accepts a creditor’s application or claim, the company is liquidated without a liquidator and deregistered (Article 2.70(7) and (8) CK). We help you assess which ground applies and choose: put the company in order, or liquidate it voluntarily.

What it is

Article 2.70 of the Civil Code of the Republic of Lithuania (CK) sets out a separate way of liquidation: the liquidation of a legal entity on the initiative of the keeper of the Register of Legal Entities. The Law on Companies of the Republic of Lithuania (ABĮ) applies it to companies too: where the keeper of the register decides to liquidate, the Civil Code provisions on that kind of liquidation apply (Article 73(2) ABĮ). From 1 November 2026, this part of the ABĮ calls the keeper of the register the “Register of Legal Entities data processor” (juridinių asmenų registro duomenų tvarkytojas); the rule itself does not change.

On what grounds

The keeper of the register may initiate liquidation where at least one of the circumstances listed in Article 2.70(1) CK exists. The following grounds apply to companies (Article 2.70(1)(5) CK concerns political organisations only):

• the company has not filed the documents referred to in Article 2.66(4) CK, such as its set of annual financial statements, within twelve months after the filing deadline expired (Article 2.70(1)(1) CK);
• the management bodies have not been formed and for that reason cannot take decisions for longer than six months (Article 2.70(1)(2) CK);
• no registered office of the company has been shown in the register for longer than six months (Article 2.70(1)(3) CK);
• the company has not updated its data in the register for five years and there is reason to believe it carries on no activity (Article 2.70(1)(4) CK);
• the authorised capital of a public or private limited company is lower than the statutory minimum (Article 2.70(1)(6) CK);
• a court refuses to open bankruptcy proceedings against an insolvent legal entity and instructs that liquidation be initiated by the keeper of the register (Article 2.70(1)(7) CK).

A person who filed for bankruptcy but did not pay the sum the court set for bankruptcy administration costs cannot rebut the ground in point 7 (Article 2.70(4) CK).

State institutions or municipal executive bodies that have established at least one of the circumstances in Article 2.70(1)(2)–(5) CK may also propose to the keeper of the register that liquidation be initiated (point 187 of the Regulations of the Register of Legal Entities (JAR nuostatai)).

The notice and the three-month period

First, the keeper of the register sends a notice of the intended initiation of liquidation. It is sent to the company’s electronic delivery box address. If the register shows no such address, the notice goes to the registered office and to the addresses of the members of the management body and, if a member’s address differs from the one in the Population Register (Gyventojų registras), also to the home address shown there. If sending is not possible, the intended liquidation is announced publicly (Article 2.70(2) CK). The notice states the circumstances that have arisen (point 188 JAR nuostatai).

If, within three months after the notice was sent or published, no documents rebutting the circumstances are filed, the keeper of the register decides to initiate liquidation (Article 2.70(3) CK). The period runs from sending or publication, not from the day you read the notice. So check the date of the notice first.

Which documents to file depends on the ground. The JAR nuostatai list them for each point of Article 2.70(1) CK; for example, where reports were not filed, the documents for the previous financial year are filed (sub-point 189.1 JAR nuostatai).

The status “liquidation being initiated” and one year

If the ground is not rebutted within three months, the company acquires the status of a legal entity whose liquidation is being initiated, and this is announced publicly (Article 2.70(3) CK). The keeper of the register takes this decision within three working days after the three-month period ends, and registers the status within three working days after the decision (point 191 JAR nuostatai).

The company is not liquidated yet. Initiated liquidation may be revoked if the company, within one year after acquiring the status, files documents rebutting the circumstances, or by a court decision. A creditor holding an enforcement document that has not been fully enforced may apply to court for revocation within the same period (Article 2.70(5) CK). Having received the documents within this period, the keeper of the register removes the status no later than within three working days (point 192 JAR nuostatai).

What happens to the management bodies

If the ground is not rebutted within one year and no court accepts a creditor’s application or claim, the keeper of the register decides to liquidate the legal entity, and it acquires the status of a legal entity in liquidation (Article 2.70(7) CK). No liquidator is appointed. The management bodies lose their powers from the moment this decision is taken. The keeper of the register carries out the steps needed to deregister the company (Article 2.70(8) CK). Together with the status “in liquidation” it deregisters the management bodies and their members (point 194 JAR nuostatai), and it deregisters the company itself no later than within five working days after that status is registered (point 200 JAR nuostatai).

This means that from the decision to liquidate there is no one left with authority to settle with creditors or sell assets on the company’s behalf (Article 2.70(8) CK).

Creditors’ rights and participants’ liability

Creditors have the right to bring a claim for performance of the debtor’s obligations or for opening insolvency proceedings within a one-year limitation period, counted from the acquisition of the status “liquidation being initiated” (Article 2.70(6) CK). A court that accepts such a claim notifies the keeper of the register no later than the next working day, and the keeper removes the status “liquidation being initiated” (Article 2.70(6) CK; point 193 JAR nuostatai).

Participants of a company that has ended, for example its shareholders, are jointly and severally liable for three years and must compensate the damage creditors suffered because the company was liquidated on the register’s initiative due to the participants’ bad-faith actions (Article 2.70(9) CK).

The actions of the keeper of the register under Article 2.70 CK may be appealed to court under the procedure established by law (Article 2.70(10) CK). The Supreme Court of Lithuania has held that once the decision to liquidate has been taken, the one-year time limit under Article 2.70(5) CK can no longer be reinstated, but the decision to liquidate itself can be challenged in court in ordinary contentious proceedings. If it is annulled, the entity’s status as an operating legal person is restored, and the removal of its data from the register is not in itself an obstacle to restoring them. The court weighs all the circumstances, including whether the entity in fact carries on activity (Supreme Court of Lithuania ruling of 14 October 2025 in civil case No. e3K-3-132-1120/2025, paragraphs 26–28, 34, 37 and 38).

Put it in order or liquidate voluntarily

If you need the company, the ground has to be rebutted: file the missing reports, form the management bodies, give a registered office or update the data, and for points 6 and 7 file the documents listed in sub-point 189.5 or 189.6 JAR nuostatai. This can be done within three months after the notice, and later within one year after the status is acquired.

If you no longer need the company, the shareholders can consider voluntary liquidation. The general meeting of shareholders then elects a liquidator (Article 73(5) ABĮ), and the liquidator settles with the creditors. This decision is possible only for a solvent company: the general meeting of shareholders cannot decide to liquidate an insolvent company (Article 73(3) ABĮ). A company is liquidated for bankruptcy under the procedure of the Law on Insolvency of Legal Entities (Article 73(4) ABĮ).

A short explainer on what to do when the notice arrives is in our article Centre of Registers initiated liquidation: what to do.

What we do

• We check on which ground under Article 2.70(1) CK the notice was sent, when it was sent, and which periods are still running.
• We establish which documents are missing under point 189 JAR nuostatai.
• We prepare decisions of the shareholders and the management bodies, applications to change register data and other documents to rebut the ground, and file them with the Centre of Registers under a power of attorney.
• We work with the company’s accountant who prepares the financial statements not yet filed.
• We assess whether the company is solvent and, if it is no longer needed, prepare the voluntary liquidation documents.
• We prepare court appeals against actions of the keeper of the register (Article 2.70(10) CK).
• We represent creditors who want to bring a claim against a company whose liquidation is being initiated.

Frequently asked questions

How long do I have to respond to the Centre of Registers’ notice?

Documents rebutting the ground for liquidation must be filed within three months after the notice was sent or published, otherwise the keeper of the register decides to initiate liquidation (Article 2.70(3) CK).

Can liquidation be revoked once the status “liquidation being initiated” has been registered?

Yes. Within one year after acquiring the status, the company can file documents rebutting the circumstances. Within the same period, a creditor holding an enforcement document that has not been fully enforced may apply to court for revocation (Article 2.70(5) CK). Having received the documents, the keeper of the register removes the status (point 192 JAR nuostatai).

Who manages the company once the Centre of Registers decides to liquidate it?

The law provides for no such person. No liquidator is appointed, the management bodies lose their powers from the decision to liquidate, and the keeper of the register only carries out the steps needed to deregister the company (Article 2.70(8) CK).

How long can creditors bring claims?

Creditors can bring a claim for performance of obligations or for opening insolvency proceedings within a one-year limitation period from the acquisition of the status “liquidation being initiated” (Article 2.70(6) CK).

Are shareholders liable for the company’s debts after such a liquidation?

The law provides for liability for bad-faith actions: participants of a company that has ended are jointly and severally liable for three years for the damage creditors suffered because the company was liquidated on the register’s initiative due to the participants’ bad-faith actions (Article 2.70(9) CK).

When is the company removed from the register?

No later than within five working days after the status “in liquidation” is registered (point 200 JAR nuostatai).

Can the Centre of Registers’ decision be appealed?

Yes. The actions of the keeper of the register under Article 2.70 CK may be appealed to court under the procedure established by law (Article 2.70(10) CK). Once the decision to liquidate has been taken, that decision can be challenged in court in ordinary contentious proceedings; if it is annulled, the entity’s status as an operating legal person is restored (Supreme Court of Lithuania, civil case No. e3K-3-132-1120/2025).

More on liquidation

• Liquidation of companies: service page
• How to start liquidating a UAB: documents, employees and creditors
• During a UAB liquidation: employees, creditors, audit and the bank account
• How long company liquidation takes, and what holds it up
• Who can be a company liquidator in Lithuania, and what are they liable for?
• Assets to shareholders on liquidation in Lithuania: when, how much, tax
• Debtor company in liquidation: how a creditor claims the debt in Lithuania
• Liquidation or bankruptcy: what to do when a company runs short of assets
• Does bankruptcy need shareholder consent? How insolvency is established
• Liquidating a UAB with a shareholder abroad: what can be done remotely
• Liquidation in Lithuania: archive certificate and state land lease tax
• 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

Send us the notice you received or the company code, and tell us briefly whether the company still operates, whether it has debts and whether you still need it.

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

More about this service: Liquidation of companies.