A general meeting of shareholders is minuted unless all shareholders sign the decisions or there is only one shareholder. The minutes state the place and time of the meeting, the number of participants, the quorum, the voting results and the decisions. The chair and the secretary sign them within 7 days, and minutes signed electronically need a qualified electronic signature. The attendance list, powers of attorney, ballot papers and proof of notice are attached. Minutes filed with the register must be written in the state language.<\/p>\r\n
Who signs the various company documents is covered in more detail in Who signs company documents: manager, representative or shareholders?<\/a> This article deals with the minutes themselves.<\/p>\r\n General meetings of shareholders must be minuted (Article 29(1) of the Law on Companies of the Republic of Lithuania (AB\u012e)). Minutes may be omitted in two cases: where all shareholders sign the decisions adopted, and where the company has one shareholder. A sole shareholder's written decisions are equated with general meeting decisions (AB\u012e Article 29(7)).<\/p>\r\n Every meeting elects a chair and a secretary. A secretary need not be elected if fewer than 3 shareholders attend. Where all shareholders present voted in writing, no chair or secretary is elected (AB\u012e Article 27(3)).<\/p>\r\n Shareholders present are entered in an attendance list showing the number of votes each holds (AB\u012e Article 21(7)). The list is signed by the chair and the secretary, or by the company's manager where everyone voted in writing (AB\u012e Article 21(8)). A person voting shows an identity document. A person who is not a shareholder also shows a document proving the right to vote, such as a power of attorney (AB\u012e Article 21(9)).<\/p>\r\n The AB\u012e has no list of what minutes must contain, so the Civil Code applies. Article 2.90(2) of the Civil Code of the Republic of Lithuania (CK) requires:<\/p>\r\n At a participant's request, information they ask for is entered in the minutes (CK Article 2.90(2)). There is a quorum where the shareholders present hold more than 1\/2 of all votes (AB\u012e Article 27(1)). A repeat meeting needs no quorum, but it may decide only the items on the agenda of the meeting that failed (AB\u012e Article 27(1)). Decisions may be adopted only on items on the published agenda. The exception is where all shareholders with voting rights attend and none voted in writing (AB\u012e Article 27(9)).<\/p>\r\n The minutes are signed by the chair and the secretary, and persons authorised by the meeting may sign as well. Where no secretary is elected, the chair signs. Where all shareholders present voted in writing, the company's manager draws up and signs the minutes based on the votes received (AB\u012e Article 29(2)).<\/p>\r\n The minutes are drawn up and signed within 7 days of the meeting. If signed electronically, only a qualified electronic signature will do. Qualified electronic signatures from third countries are recognised under Article 14 of Regulation (EU) No 910\/2014 (AB\u012e Article 29(3)).<\/p>\r\n Persons who attended the meeting may read the minutes and submit written comments. The deadline is 3 days after reading them, and no later than 10 days after the meeting (AB\u012e Article 29(4)).<\/p>\r\n AB\u012e Article 29(5) requires these attachments:<\/p>\r\n Where the minutes are given to third parties, for example a bank, the documents in items 1, 5 and 6 are attached (AB\u012e Article 29(6)). Notice of the meeting is published in the source named in the articles, handed to each shareholder against signature or sent by registered post at least 21 days in advance (AB\u012e Article 26(4)). Notice of a repeat meeting is given in the same way at least 5 days in advance (AB\u012e Article 26(6)). These time limits need not be observed if all shareholders with voting rights agree in signed form (AB\u012e Article 26(7)). Keep the signed consent with the minutes.<\/p>\r\n A shareholder may vote in writing by completing a general ballot paper. It may also be sent by electronic means, provided the information is secure and the shareholder can be identified (AB\u012e Article 21(3)). Where shareholders ask in writing, the company sends out ballot papers at least 10 days before the meeting (AB\u012e Article 30(1)).<\/p>\r\n On the ballot, the shareholder votes \"for\" or \"against\" separately on each decision (AB\u012e Article 27(5)). A completed ballot states the shareholder's name, surname and personal code for a natural person, or name and code for a legal person (AB\u012e Article 30(3)). The ballot is signed by the shareholder or by a person entitled to vote the shares. In the latter case, a document proving that right is attached. A ballot signed electronically needs a qualified electronic signature (AB\u012e Article 30(4)).<\/p>\r\n The ballot is valid and cannot be withdrawn if it meets these requirements and the company received it before the meeting (AB\u012e Article 30(5)). If the requirements are not met, the shareholder is treated as not having voted in advance (AB\u012e Article 30(6)). So make sure the company receives the ballot before the meeting starts. Shareholders who voted in writing count as present and are included in the quorum (AB\u012e Article 27(5)).<\/p>\r\n The company must allow participation and voting by electronic means where shareholders holding at least 1\/10 of all votes demand it, unless the articles set a lower threshold. If all shareholders with voting rights agree, the articles may provide that meetings are attended only by electronic means. In these cases the board, or the manager if there is no board, approves rules setting out how shareholders are identified and how the information is kept secure (AB\u012e Article 21(4)).<\/p>\r\n Only requirements necessary to identify shareholders and secure the information may be imposed, and only if they are proportionate to those aims (AB\u012e Article 21(6)). Where the company allows participation and voting by electronic means, the identity of the person attending and voting is established before the meeting and before each item. This is not needed before each item if all participants vote by means that transmit live video throughout the meeting, or where votes are cast in writing (AB\u012e Article 27(10)).<\/p>\r\n If the company offers remote voting, set out the procedure in the notice of the meeting (AB\u012e Article 26(2)(9)). Attach to the minutes the documents showing how votes were cast (AB\u012e Article 29(5)(4)). These provisions do not change in the future AB\u012e version in force from 1 November 2026.<\/p>\r\n 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 (VK\u012e)). Documents filed with the register are written in the state language (point 62 of the Regulations of the Register of Legal Entities (JAR nuostatai)). A document in another language must come with a translation signed by the translator (JAR nuostatai, point 63).<\/p>\r\n Where shareholders are foreign, 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 bilingual minutes without a separate translation. Which documents the register sends back is discussed in Documents the register rejects, and when you need a new extract<\/a>.<\/p>\r\n Where a meeting decision changes register data or the articles, the company's manager files with the register keeper, within the statutory deadlines, a document confirming the decision (AB\u012e Article 12(4)). From 1 November 2026 this rule will be in AB\u012e Article 12(3), and the register keeper is renamed the register data keeper.<\/p>\r\n The register receives originals, or copies certified by a notary, an advocate or in the manner set by the JAR nuostatai. For founding documents, such as the articles, the original or a notary-certified copy is filed (JAR nuostatai, point 65). For electronic filing, copies can be certified with a qualified electronic signature (JAR nuostatai, points 65 and 68). Copies of documents attached to the minutes may be certified by the persons who sign the minutes (JAR nuostatai, point 65\u00b9).<\/p>\r\n If the minutes contain decisions that need not be filed, you may file an extract of the minutes. The extract contains all the information in the minutes except those decisions, and all mandatory attachments are filed with it. The extract is certified by the persons who signed the minutes or by members of the management body entitled to act for the company (JAR nuostatai, point 69).<\/p>\r\n When amending a UAB's articles, documents may be filed directly with the register electronically only if the articles follow the model articles and the other conditions of JAR nuostatai point 46 are met: the name does not use the short state name \"Lietuva\", the objects are chosen from the classifier of economic activities, and the shares are paid for in cash. Otherwise the full amended text and the documents confirming the changes go to a notary (JAR nuostatai, point 50). More in Amending UAB articles in Lithuania: votes, notary and registration<\/a>.<\/p>\r\n Minutes are official documents, kept under the Law on Documents and Archives (AB\u012e Article 29(8)). The Civil Code requires them to be kept for at least ten years. At the request of any participant, or any person who had the right to attend, a copy is issued (CK Article 2.90(3)).<\/p>\r\n Send us the meeting agenda, the list of shareholders with their votes and the articles of association. Tell us whether shareholders will attend in person, vote in writing or join remotely.<\/p>\r\n Phone +370 5 212 1506, email info@linden.lt<\/p>\r\nWhen minutes are required<\/h2>\r\n
Chair, secretary and attendance list<\/h2>\r\n
What to record in the minutes<\/h2>\r\n
Who signs and by when<\/h2>\r\n
What to attach to the minutes<\/h2>\r\n
Voting in writing in advance<\/h2>\r\n
Remote participation<\/h2>\r\n
Which language<\/h2>\r\n
What to file with the register and the notary<\/h2>\r\n
Keeping minutes and copies<\/h2>\r\n
More on shareholders and shares<\/h2>\r\n
How to start<\/h2>\r\n