{"id":2101,"date":"2026-09-24T21:18:07","date_gmt":"2026-09-24T18:18:07","guid":{"rendered":"https:\/\/linden.lt\/tinklarastis\/who-signs-company-documents-manager-representative-shareholders\/"},"modified":"2026-09-24T21:18:07","modified_gmt":"2026-09-24T18:18:07","slug":"who-signs-company-documents-manager-representative-shareholders","status":"publish","type":"irasas","link":"https:\/\/linden.lt\/en\/blog\/who-signs-company-documents-manager-representative-shareholders\/","title":{"rendered":"Who signs company documents: manager, representative or shareholders?"},"template":"","kategorija":[],"class_list":["post-2101","irasas","type-irasas","status-publish","hentry"],"acf":{"visi_puslapiai_cta_statusas":false,"visi_puslapiai_cta_antraste":"","visi_puslapiai_cta_formos_id":"","visi_puslapiai_cta_papildomas_tekstas":"","visi_puslapiai_cta_nuotrauka":null,"tinklarastis_1_autorius":null,"tinklarastis_1_iraso_tipas":false,"dinamiski_blokai":[{"acf_fc_layout":"tekstas","tekstas":"<p>Contracts, applications and other documents are signed on the company's behalf by its manager. Another person, for example an employee or a lawyer, may sign if they hold a power of attorney, which the manager signs on the company's behalf. Shareholder decisions are signed not by the manager but by the shareholders themselves or by persons they have authorised. One shareholder cannot sign for the others unless they have authorised him. The general manager of a parent company acts in the subsidiary only as the shareholder's representative: he does not sign the subsidiary's contracts without a power of attorney. This article is about a company that is already running. Who signs the incorporation documents is covered separately: <a href=\"https:\/\/linden.lt\/en\/blog\/uab-formation-documents-signatories-power-of-attorney-notary\/\">Setting up a UAB step by step: documents, signatures and the notary<\/a>.<\/p>\r\n<h2>The manager signs for the company<\/h2>\r\n<p>Article 19(6) of the Law on Companies of the Republic of Lithuania (AB\u012e) provides that in relations with other persons the company is represented solely by its manager. Article 37(10) AB\u012e adds that the manager has the right to conclude transactions alone. For some transactions the manager also needs a decision of the management board, where the company has one.<\/p>\r\n<p>The exception is joint representation (<em>kiekybinis atstovavimas<\/em>). This is a rule in the articles of association under which other members of the management bodies act on the company's behalf together with the manager. Article 19(7) AB\u012e requires that in that case the manager always acts as one of them. Article 2.83(2) of the Civil Code of the Republic of Lithuania (CK) requires joint representation to be set out in the incorporation documents and shown in the register. So before signing, it is worth looking at the company's register extract.<\/p>\r\n<p>The manager is also responsible for filing the company's documents and data with the register (Article 37(12)(12) AB\u012e). If you need one more person to act for the company on a standing basis, that person can be given a procuration (<em>prok\u016bra<\/em>). What rights it gives is explained on our <a href=\"https:\/\/linden.lt\/paslaugos\/imoniu-teise\/duk-imoniu-teise\/\">FAQ page<\/a> (in Lithuanian).<\/p>\r\n<h2>When someone else signs: the power of attorney<\/h2>\r\n<p>Transactions may be concluded through representatives (Article 2.132(1) CK). A power of attorney is a written document. It can also be made electronically and registered in the Register of Powers of Attorney (<em>\u012egaliojim\u0173 registras<\/em>) (Article 2.137(1) CK).<\/p>\r\n<p>A power of attorney given by a company is signed by its manager. A seal is added only where the company is required to have one (Article 2.140(1) CK). Four rules are worth knowing:<\/p>\r\n<ul><li>a power of attorney that does not state the date it was made is invalid (Article 2.142(3) CK);<\/li><li>if no term is stated, it is valid for one year from the date it was made (Article 2.142(1) CK);<\/li><li>if the authorised representative's powers are not defined, he may only do what is needed to preserve and look after the property (Article 2.137(2) CK). So list the actions specifically;<\/li><li>the other party to a transaction has the right to require the representative to produce the power of attorney and a copy of it or, for a power of attorney made by information technology means (registered in the Register of Powers of Attorney), its identifying data (Article 2.143 CK).<\/li><\/ul>\r\n<p>When a representative files documents with the register, the documents confirming his authority are filed with them. This is set by point 39 of the Regulations of the Register of Legal Entities (JARN). For electronic filing, in our practice each representative who signs needs a separate power of attorney. We wrote about this in <a href=\"https:\/\/linden.lt\/en\/blog\/company-documents-the-register-will-not-accept\/\">Which company documents the register will not accept<\/a>.<\/p>\r\n<p>When the power of attorney is given by an individual, for example a shareholder, the form is stricter. An individual's power of attorney to carry out acts relating to legal entities must be certified by a notary (Article 2.138(1)(2) CK). This is not needed if the individual made it electronically and registered it in the Register of Powers of Attorney (Article 2.138(3) CK).<\/p>\r\n<p>Banks have their own forms. In our practice, when changing the type of account or other services, the bank asks for the manager's signature or his power of attorney. If an authorised representative will sign, ask the bank in advance what form of power of attorney it will accept.<\/p>\r\n<h2>A contract with the manager himself<\/h2>\r\n<p>The manager cannot sign a contract with himself. Article 2.134(1) CK prohibits a representative from concluding transactions on behalf of the person represented with himself. Such a transaction can be declared invalid at the request of the person represented. Article 37(4) AB\u012e sets who signs the employment contract with the manager on the company's behalf: the chair of the management board or another board member it authorises. Where there is no management board, the chair of the supervisory board or another member it authorises signs; where there is no supervisory board either, a person authorised by the general meeting signs. If the manager is also chair of the board, a board member authorised by the board signs.<\/p>\r\n<p>In practice, where the company has neither a management board nor a supervisory board and the manager's employment contract is changed, for example his pay, the shareholders' decision also states who will sign the contract for the company. The same applies where the manager is also a shareholder.<\/p>\r\n<h2>Shareholder decisions: who signs<\/h2>\r\n<p>Where there is one shareholder, that shareholder's written decisions are treated as decisions of the general meeting (Article 29(7) AB\u012e). No minutes then need to be written (Article 29(1) AB\u012e). The decision is signed by the shareholder himself or, if the shareholder is a company, by a person entitled to represent it.<\/p>\r\n<p>Where there are several shareholders, there are two routes:<\/p>\r\n<ol><li><strong>All of them sign the decisions.<\/strong> Minutes may then be omitted (Article 29(1) AB\u012e). Each shareholder or his proxy signs.<\/li><li><strong>A meeting is held and minutes are written.<\/strong> The minutes are signed by the chair and the secretary of the meeting. If no secretary is elected, the chair signs. If all shareholders taking part voted in writing, the manager draws up and signs the minutes (Article 29(2) AB\u012e). When voting in writing, the ballot is signed by the shareholder or by a person entitled to vote his shares; in that case the document confirming that right is attached (Article 30(4) AB\u012e).<\/li><\/ol>\r\n<p>So one signature on the minutes is enough where no secretary is elected and the chair signs, or where everyone voted in writing and the manager signs. The minutes must be drawn up and signed within 7 days of the meeting. If signed electronically, a qualified electronic signature is required (Article 29(3) AB\u012e).<\/p>\r\n<p>Can one shareholder sign for all of them? Only if the others have authorised him. Shareholders take part and vote at the meeting in person or through persons they have authorised (Article 21(1) AB\u012e). One proxy may represent more than one shareholder at the same meeting (Article 30\u00b9(2) AB\u012e). The powers of attorney are attached to the minutes (Article 29(5)(2) AB\u012e).<\/p>\r\n<p>One practical point. Where several people must sign a decision, they all sign the same document. In our practice separate copies, each signed by a different person, are not suitable for the register.<\/p>\r\n<p>The amended articles of association are signed not by all the shareholders but by the person the meeting authorises. The full text of the amended articles is signed by a person authorised by the general meeting (Article 4(10) AB\u012e).<\/p>\r\n<h2>When the shareholder is a company, including a parent company<\/h2>\r\n<p>A legal entity acts through its bodies (Article 2.81(1) CK). So a decision on behalf of a corporate shareholder is signed by whoever can represent it under its own articles and the law of its country. If two directors must act together, both sign.<\/p>\r\n<p>A parent company is not a body of its subsidiary. A company has a general meeting of shareholders and a manager (Article 19(1) AB\u012e). The parent company expresses its will in the subsidiary as a shareholder. Its general manager therefore:<\/p>\r\n<ul><li>may sign the subsidiary's shareholder decision, if under the parent company's own rules he represents it;<\/li><li>may not sign the subsidiary's contracts, applications or other documents on the subsidiary's behalf. These are signed by the subsidiary's manager (Article 19(6) AB\u012e) or by a person he has authorised (Article 2.140(1) CK).<\/li><\/ul>\r\n<p>The register checks whether the person who signed the decision has the right to represent the shareholder. When data on a foreign legal entity is filed, its register extract is filed too (point 60 JARN). Foreign register extracts are filed legalised or with an apostille. They are not filed where that country's register data is public and accessible to everyone at no charge, or available through the Registers Interoperability System (<em>Registr\u0173 s\u0105veikos sistema<\/em>) (point 70 JARN). Documents not in Lithuanian are filed with a translation signed by the translator (point 63 JARN).<\/p>\r\n<p>In our practice this leads to a simple rule. If the decision is signed by a person named in the shareholder's register extract already on file, the decision alone is enough. If someone else signs, for example a new manager of the parent company or a director not in the extract, you will need a new extract or a certificate of directors with an apostille and a translation, unless that country's register data is public and accessible to everyone at no charge, or available through the Registers Interoperability System (point 70 JARN). When an apostille and a translation are needed is covered in <a href=\"https:\/\/linden.lt\/en\/blog\/translation-notary-apostille-what-your-documents-need\/\">Translation, notary and apostille<\/a>. So before signing, check which of the shareholder's representatives is already named in the extract.<\/p>\r\n<p>Minutes of a body of a foreign shareholder, such as its board of directors, are assessed under the law of that country and its articles. In our practice the notary asked for the original of such minutes. A copy signed with a simple electronic signature was not accepted.<\/p>\r\n<h2>How to start<\/h2>\r\n<p>Send us the company's register extract, its articles of association and, if the shareholder is a company, that company's register extract. We will tell you who must sign your document, whether a power of attorney is needed and in what form, and we will prepare the text of the decision or power of attorney.<\/p>\r\n<p>Phone +370 5 212 1506, email info@linden.lt<\/p>\r\n<p>More about this service: <a href=\"https:\/\/linden.lt\/en\/services\/company-law\/drafting-legal-entity-documents\/\">drafting legal entity documents<\/a>.<\/p>"}]},"_links":{"self":[{"href":"https:\/\/linden.lt\/en\/wp-json\/wp\/v2\/irasas\/2101","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/linden.lt\/en\/wp-json\/wp\/v2\/irasas"}],"about":[{"href":"https:\/\/linden.lt\/en\/wp-json\/wp\/v2\/types\/irasas"}],"version-history":[{"count":0,"href":"https:\/\/linden.lt\/en\/wp-json\/wp\/v2\/irasas\/2101\/revisions"}],"wp:attachment":[{"href":"https:\/\/linden.lt\/en\/wp-json\/wp\/v2\/media?parent=2101"}],"wp:term":[{"taxonomy":"kategorija","embeddable":true,"href":"https:\/\/linden.lt\/en\/wp-json\/wp\/v2\/kategorija?post=2101"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}