{"id":2143,"date":"2026-09-24T23:24:58","date_gmt":"2026-09-24T20:24:58","guid":{"rendered":"https:\/\/linden.lt\/tinklarastis\/uab-shareholder-change-jadis-who-registers-and-when\/"},"modified":"2026-09-24T23:24:58","modified_gmt":"2026-09-24T20:24:58","slug":"uab-shareholder-change-jadis-who-registers-and-when","status":"publish","type":"irasas","link":"https:\/\/linden.lt\/en\/blog\/uab-shareholder-change-jadis-who-registers-and-when\/","title":{"rendered":"UAB shareholders changed: what to file in JADIS, and who does it"},"template":"","kategorija":[],"class_list":["post-2143","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":"

When the shareholders of a private limited liability company (UAB) change, two records are needed. The first is in the shareholders' securities accounts that the company keeps itself. The second is in the Information System of Participants of Legal Entities (Juridini\u0173 asmen\u0173 dalyvi\u0173 informacin\u0117 sistema<\/em>, JADIS), run by the Centre of Registers (Registr\u0173 centras<\/em>). The internal record is not enough: the data must be filed in JADIS within the statutory time limit, and the company's manager is responsible for this. The data is filed only electronically, and the list of shareholders is signed with a qualified electronic signature. A share sale agreement is signed by the seller and the buyer, not by all shareholders. If the shares are the spouses' joint property, both spouses act on the seller's side, or one of them under the other's power of attorney. The shareholder history can be obtained as a separate extract.<\/p>\r\n

When a share sale agreement needs a notary, we covered in When a UAB share sale agreement must be notarised<\/a>. Where shareholder data can be seen and whether it is public, we answered on our frequently asked questions page<\/a> (in Lithuanian). This article is about how the change reaches the register.<\/p>\r\n

Two records: the company's accounts and JADIS<\/h2>\r\n

The chain starts with the buyer. A person who has acquired shares in a UAB must notify the company in writing no later than within 5 working days from the day of acquisition. The document confirming the acquisition, or an extract of it, is submitted with the notice (Article 14(4) of the Law on Companies of the Republic of Lithuania (AB\u012e)).<\/p>\r\n

The first record is inside the company. Article 41(1) AB\u012e provides that intangible shares are recorded by entries in the shareholders' personal securities accounts. In a UAB these accounts are kept by the company itself. It may transfer this task by contract to a financial intermediary (Article 41(3) AB\u012e).<\/p>\r\n

A transfer of shares is recorded by entries in the accounts of the transferor and the transferee (Article 46(2) AB\u012e). For this, the parties to the transaction give a written agreement to whoever keeps the accounts. Among its other terms, it must state the company and the number of shares transferred by class and their nominal value (Article 46(3) AB\u012e). If even one of these particulars is missing, the agreement is invalid and no entries may be made on its basis (Article 46(4) AB\u012e).<\/p>\r\n

The second record is JADIS. Article 41\u00b9(2) AB\u012e requires that, when the shareholders or their data change, the data be filed with the JADIS administrator no later than within 5 days from the day of receipt of the documents on which the account entries are based. So the company's internal list alone is not enough. From 1 November 2026 the law calls the system's administrator the JADIS data processor (duomen\u0173 tvarkytojas<\/em>). The rule and the time limit do not change.<\/p>\r\n

What must be filed is listed in Article 41\u00b9(1) AB\u012e: data on the shareholder, the number and nominal value of the shares they own, how and when the shares were acquired, and the date of transfer. This also applies when the shareholder's own data changes, for example their correspondence address (Article 41\u00b9(2) AB\u012e). Point 26.6.1 of the Regulations of the Information System of Participants of Legal Entities (JADIS Regulations) provides that for a shareholder who is a natural person the system holds the first name, surname, personal code and correspondence address.<\/p>\r\n

When there is a single shareholder, their data and the dates on which shares were acquired and transferred are also shown in the Register of Legal Entities (Juridini\u0173 asmen\u0173 registras<\/em>) (Article 12(1)(4) AB\u012e). The manager then files the data in JADIS and at the same time submits an application to register it in the Register of Legal Entities (Article 12(5) AB\u012e). That application is signed with a qualified electronic signature. The Centre of Registers passes the data to the Register of Legal Entities within 1 working day (point 19 of the JADIS Regulations). From 1 November 2026 this rule moves to Article 12(4) AB\u012e, and the law calls the register the information system of the register of legal entities. The content does not change. When shares are transferred, the articles of association do not need to be amended because of a new shareholder: Article 4(2) AB\u012e lists what the articles must state, and a list of shareholders is not among those items. It is different when a new shareholder comes in through newly issued shares: the share capital and the number of shares then change, and both are stated in the articles (Article 4(2)(5) and (6) AB\u012e). See our article Changing a company name or articles<\/a>.<\/p>\r\n

Who files the data, and how<\/h2>\r\n

The data is filed in JADIS by the legal entity's management body, unless laws or the incorporation documents provide otherwise. It may also be filed by another natural person authorised by the company, if the authorisation has been submitted in the manner set by the Centre of Registers (point 10.1 of the JADIS Regulations). Responsibility is clear. Article 41\u00b9(3) AB\u012e names the company's manager as responsible for filing the data. Point 25 of the JADIS Regulations adds that the legal entity's management body is responsible for the data being correct, lawful, accurate and filed on time.<\/p>\r\n

The data is filed only in electronic form. The lists of participants generated from it are signed with a qualified electronic signature (point 11 of the JADIS Regulations). There is no paper route here. When participant changes are filed, beneficial-owner data is filed with them (point 12 of the JADIS Regulations). If shares belong to several owners in common ownership, a notarised written power of attorney to represent all owners is filed with the list, unless the same person represents all of them by law (point 18 of the JADIS Regulations).<\/p>\r\n

In our practice, things usually get stuck not over the law but over the signature. If the manager lives abroad and has no suitable electronic signature, they authorise a lawyer once. We register the authorisation with the Centre of Registers and then file the shareholder changes ourselves. It is the same principle as for other register documents, which we described in Who signs company documents<\/a>.<\/p>\r\n

When a shareholder is a foreign person or a foreign company<\/h2>\r\n

When filing data on a foreign natural person, a copy of their passport, identity card or other identity document issued by a foreign state is submitted. These copies are not certified by a notary (point 15 of the JADIS Regulations). In our practice a clear photo of the passport is enough.<\/p>\r\n

For a foreign company, an extract from its register is submitted or, if that country does not issue extracts, another document confirming its registration. It is not needed if that country's register data is public and available to everyone without payment. Foreign documents are submitted legalised or with an apostille (point 16 of the JADIS Regulations). Documents not in Lithuanian need a translation signed by a translator, except documents in English (point 17 of the JADIS Regulations). So an extract in English does not need a translation into Lithuanian. When an apostille is needed, we covered in Translation, notary and apostille<\/a>.<\/p>\r\n

When at least one shareholder is a foreign person, the Centre of Registers checks, no later than within 3 working days, whether all required data and documents have been submitted and whether they match each other. It does not assess the lawfulness of the documents (point 20 of the JADIS Regulations). If it finds gaps, it sets a time limit to remedy them.<\/p>\r\n

When data already filed needs correcting<\/h2>\r\n

If it turns out that incorrect data was filed, the company applies to the Centre of Registers with a reasoned request to annul the list of participants filed. The request is examined no later than within 3 working days of receipt or, where international sanctions apply to the company or a participant, of receipt of the conclusion of the Financial Crime Investigation Service (Finansini\u0173 nusikaltim\u0173 tyrimo tarnyba<\/em>) (point 36.1 of the JADIS Regulations). Others can also demand a correction: a person whose data is recorded and who notices an error has the right to demand that it be corrected, by submitting a written request and supporting documents (point 35 of the JADIS Regulations). Disputes over the data are decided by a court (Article 41\u00b9(4) AB\u012e).<\/p>\r\n

One practical note. In our practice, when a shareholder changed citizenship and received another country's passport, the existing record in the system could not be corrected. The shareholder had to be entered with the new passport details and the passing of the shares marked. This is how the system works in practice, not a statutory requirement, so it is worth checking with the Centre of Registers before filing.<\/p>\r\n

Must all shareholders sign the share agreement?<\/h2>\r\n

No. The agreement is made between the seller and the buyer. One important exception. If the shares are joint marital property, only both spouses can transfer them, unless one spouse holds a power of attorney from the other (Article 3.92(4) of the Civil Code of the Republic of Lithuania (CK)). A transaction made without both spouses or a power of attorney may be declared invalid whether or not the buyer acted in good faith. But where a spouse used deceit or gave false data to the registers, it may be declared invalid only if the buyer acted in bad faith (Article 3.96(2) CK).<\/p>\r\n

It is the parties to the transaction who give it to whoever keeps the accounts (Article 46(3) AB\u012e). A sale and purchase agreement for UAB shares is in simple written form, except where the Civil Code requires notarial form (Article 47(10) AB\u012e).<\/p>\r\n

The other shareholders take part differently \u2013 through the pre-emption right. The seller must give the company written notice of the intended sale, stating the number of shares by class and what they are selling them for (Article 47(1) AB\u012e). The pre-emption right belongs to those who were shareholders on the day the company received the seller's notice of intention to sell the shares (Article 47(2) AB\u012e). The articles of association may provide that the pre-emption right does not apply, or set a different sale procedure (Article 47(9) AB\u012e). Where the company has two shareholders and one sells to the other, the procedure need not be followed (Article 47(8) AB\u012e). The company itself has no right to restrict shareholders' right to transfer fully paid shares, except in the exceptions set by law (Article 46(8) AB\u012e).<\/p>\r\n

In our practice, before the agreements are signed the other shareholders sign a waiver of the pre-emption right. One such decision can cover several transactions. The agreements can then be signed at different times \u2013 for example, some at once and the rest a few weeks later. How the pre-emption procedure is shortened, we covered in Offering shares to other shareholders is mandatory<\/a>. If a shareholders' agreement requires additional consent, that is an agreement between the parties, not a register requirement. How a shareholders' agreement differs from the articles of association, we covered separately<\/a>.<\/p>\r\n

How to get the history of shareholder changes<\/h2>\r\n

JADIS issues an extract with history of the data on a legal entity's participants. It shows current and historical data and the date on which shares were lost (point 39.2 of the JADIS Regulations). In our practice such an extract shows each shareholder, how many shares they held and when shares were transferred, as well as changes in the share capital.<\/p>\r\n

Not everyone can obtain it. A company that has filed its participants' data has the right to receive all of their data and lists (point 33.4 of the JADIS Regulations). A shareholder has the right to receive all data about themselves and the lists of participants of the companies in which they are a shareholder (point 33.2 of the JADIS Regulations). Other persons receive the extract with history only in cases set by law (point 33.5 of the JADIS Regulations). Anyone else may obtain only an identification-data extract. It shows, for example, a shareholder's first name and surname, or a legal entity's name and code, and the date the person became a shareholder (points 33.6 and 39.5.1 of the JADIS Regulations). The information is provided for a fee. Shareholders whose data is kept in JADIS receive it without payment once per calendar year (Article 41\u00b9(5) AB\u012e).<\/p>\r\n

How to start<\/h2>\r\n

Send us the share transfer agreement or the decision that changed the shareholders, and tell us whether the manager has a qualified electronic signature. We will prepare the pre-emption waiver and the authorisation, if needed, and file the data in JADIS.<\/p>\r\n

Phone +370 5 212 1506, email info@linden.lt<\/p>\r\n

More about this service: drafting legal entity documents<\/a>.<\/p>"}]},"_links":{"self":[{"href":"https:\/\/linden.lt\/en\/wp-json\/wp\/v2\/irasas\/2143","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\/2143\/revisions"}],"wp:attachment":[{"href":"https:\/\/linden.lt\/en\/wp-json\/wp\/v2\/media?parent=2143"}],"wp:term":[{"taxonomy":"kategorija","embeddable":true,"href":"https:\/\/linden.lt\/en\/wp-json\/wp\/v2\/kategorija?post=2143"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}