A Lithuanian company's power of attorney is signed by its manager. The Civil Code requires a company's power of attorney to be notarised where it authorises a transaction that must itself be notarised. If the power of attorney is going abroad and certification is required there, a Lithuanian notary witnesses the manager's signature or certifies the power of attorney, and an apostille is put on the notary's certification. A power of attorney signed only by the manager cannot be apostilled. If no term is stated, the law of the foreign state may decide how long it is valid, so state the term. The company can revoke the power of attorney at any time, but must tell the representative and the third parties it knows of. If the power of attorney is a prok\u016bra (general commercial authority for all business-related acts), it is registered in the Register of Powers of Attorney and, subject to a few statutory exceptions, ends when it is deregistered.<\/p>\r\n
Who signs company documents in general, and what the Lithuanian register needs, is covered in Who signs company documents<\/a>. This article is about a power of attorney used to represent the company abroad.<\/p>\r\n A legal person's power of attorney is signed by its manager. A paper power of attorney carries the company's seal if the company is required to have one (Article 2.140(1) of the Civil Code of the Republic of Lithuania (CK)).<\/p>\r\n The rules on prok\u016bra (general commercial authority) also apply to the powers of attorney of profit-seeking companies (Article 2.140(3) CK). A prok\u016bra is a power of attorney to carry out, in the principal's name, all legal acts connected with the company's business (Article 2.176(1) CK). It must be registered in the Register of Powers of Attorney (\u012egaliojim\u0173 registras<\/em>) (Article 2.178(3) CK) and takes effect towards third parties from registration (Article 2.181(2) CK). The holder (prokuristas<\/em>) cannot pass the powers on to another person (Article 2.179(2) CK), and a prok\u016bra ends when it is deregistered from the Register of Powers of Attorney (Article 2.184(2) CK). Exception: a prok\u016bra also ends without deregistration when the company that issued it is liquidated or reorganised, or when the holder dies, is declared legally incapable or of limited capacity in the area of the prok\u016bra, or is declared missing (Article 2.184(1), points 4 and 5, and 2.184(2) CK). The statute does not say directly which of these rules apply to a power of attorney for specific acts only, so for use abroad it is safer to list specific acts rather than a general right to represent the company in all matters.<\/p>\r\n Under Lithuanian law a notary is required where the power of attorney authorises transactions that must be notarised (Article 2.138(1)(1) CK). The second point of that article applies to a power of attorney given by an individual, not by a company (Article 2.138(1)(2) CK). The form of a power of attorney is governed by the law of the state where it is issued (Article 1.40 CK). So the form of a company power of attorney issued in Lithuania is decided by Lithuanian law.<\/p>\r\n A foreign bank, register or notary may still ask for a notary and an apostille. What certification is needed is set by that institution's rules, so check before signing. A third party has the right to require the representative to produce the power of attorney and a copy of it (Article 2.143 CK).<\/p>\r\n A notary is a person authorised by the state (Article 2 of the Law on the Notarial Profession of the Republic of Lithuania (N\u012e)). A notary can witness the authenticity of a signature on a document (Article 26(1)(5) N\u012e) or certify the power of attorney itself as a transaction (Article 26(1)(1) N\u012e). A notary may certify a power of attorney given in the name of one or several persons to one or several persons (Article 49 N\u012e).<\/p>\r\n Which route fits depends on what the foreign institution asks for. Witnessing the signature confirms that the manager signed. A certified power of attorney is a document in notarial form.<\/p>\r\n A notary keeps records in Lithuanian, and transactions with foreign persons are concluded in Lithuanian and another language acceptable to both parties (Article 15 N\u012e). So a power of attorney for a foreign representative can be drawn up in two languages in one document. The other route is translation. A notary's attestation of the translator's signature can be apostilled if it is submitted together with the translated document (point 11 of the Apostille Procedure (Dokument\u0173 legalizavimo ir tvirtinimo pa\u017eyma (Apostille) tvarkos apra\u0161as<\/em>)). Translation is covered in more detail in Translation, notary and apostille<\/a>.<\/p>\r\n An apostille is put on documents to be used in states that have joined the Hague Convention, but not on documents the Hague Convention does not apply to (point 8 of the Apostille Procedure). It confirms the authenticity of the signature, the signatory's capacity and the seal (point 2.2), but not the content of the document (point 3).<\/p>\r\n Interpreting Article 1 of the Hague Convention, the Supreme Court of Lithuania (Lietuvos Auk\u0161\u010diausiasis Teismas<\/em>) stated that an apostille is put on documents of state authorities and officials, administrative documents, notarial acts and official certifications on documents signed by individuals, such as notarial certifications of signatures (ruling of 1 February 2013, civil case No. 3K-3-78\/2013). So the chain is: the manager signs, a notary witnesses the signature or certifies the power of attorney, and then a notary or a diplomat of the Consular Department of the Ministry of Foreign Affairs puts an apostille on the notary's certification (point 2.2).<\/p>\r\n If the state has not joined the Hague Convention, the document is legalised (point 6.1). This is done by the Consular Department of the Ministry of Foreign Affairs or by Lithuanian diplomatic missions and consular posts (point 13). Whether the receiving state also requires its own consul's legalisation is a matter of its law.<\/p>\r\n If the notarised document is electronic and signed with a qualified electronic signature, the apostille can be electronic (point 12.2). Check in advance whether the foreign institution will accept an electronic document with an e-apostille.<\/p>\r\n Under Lithuanian law, a power of attorney with no term stated is valid for one year from the day it is made (Article 2.142(1) CK). The exception: a notarised power of attorney intended for acts abroad, with no term stated, is valid until the person who issued it revokes it (Article 2.142(2) CK). A power of attorney without the date it was made is invalid (Article 2.142(3) CK).<\/p>\r\n For a representative acting abroad, the conflict-of-laws rule also matters. The term of a power of attorney, if not stated, and the representative's rights, duties and liability to third parties are determined by the law of the state where the representative acts (Article 1.40 CK). So a power of attorney without a term may be treated abroad differently from what Article 2.142 CK provides. State a clear end date and the specific acts. A representative whose powers are not defined may only act to preserve and look after the property (Article 2.137(2) CK).<\/p>\r\n If the representative will need to pass the powers on to someone else, say so. Delegation is allowed where the power of attorney permits it or where it is needed to protect the principal's interests (Article 2.145(1) CK). A delegated power of attorney is given in the same form as the original (Article 2.145(2) CK). If the power of attorney is a prok\u016bra, it cannot be delegated (Article 2.179(2) CK).<\/p>\r\n Article 2.147(1) CK lists the grounds on which a power of attorney ends: expiry of the term, revocation, the representative's renunciation, the legal person that gave it ceasing to exist, and others. A change of manager is not among them. The statute does not address this case separately. The power of attorney is given by the company; the manager only signs it (Article 2.140(1) CK). If you do not want it to remain valid under a new manager, revoke it.<\/p>\r\n The principal has the right to revoke a power of attorney at any time (Article 2.146(1) CK). The principal must tell the representative, and the third parties known to the principal with whom the representative was authorised to deal, about the revocation (Article 2.148(1) CK). The representative must return the power of attorney (Article 2.144 CK).<\/p>\r\n The notice matters because of two rules. Rights and duties arising from the representative's acts before the representative knew or should have known that the power of attorney had ended remain valid for third parties (Article 2.148(2) CK). The end of representation cannot be relied on against third parties in good faith unless they knew or should have known of it (Article 2.147(4) CK).<\/p>\r\n Notarised powers of attorney and prok\u016bra authorisations are registered in the Register of Powers of Attorney (Article 2.138\u00b9(1) CK). When you revoke one, the data on its end must be given to the register's controller (Article 2.147(2) CK). The request can also be filed electronically (Article 2.146(1) CK). A prok\u016bra ends when it is deregistered from the Register of Powers of Attorney, except in the liquidation, reorganisation and holder cases mentioned above (Article 2.184(2) CK). A foreign counterparty may not check this register. The representative's liability to third parties is governed by the law of the state where the representative acts (Article 1.40 CK). So notify every known foreign counterparty of the revocation in writing and ask for the original to be returned.<\/p>\r\n If the company's manager lives abroad and the power of attorney is needed in Lithuania, its form is governed by the law of the state where it is issued (Article 1.40 CK). If it is meant for a Lithuanian notary, the notary accepts official documents drawn up abroad if they carry an apostille or are legalised, unless an international treaty or European Union law provides otherwise (Article 54 N\u012e). So a notary in the manager's country witnesses the signature, and that country's apostille is put on the certification. If that state has not joined the Hague Convention, the document is legalised. A Lithuanian citizen can go to a Lithuanian consular officer, who certifies powers of attorney and witnesses signatures (Article 25 N\u012e; Article 27, points 1 and 3, N\u012e). How to translate a foreign notary's certification is covered in Translation, notary and apostille<\/a>.<\/p>\r\n Send us the purpose of the power of attorney, the country where it will be used and, if known, the requirements of the institution that will receive it. We will prepare the text in two languages and tell you which notarial act and which apostille it needs.<\/p>\r\n Phone +370 5 212 1506, email info@linden.lt<\/p>\r\nWho signs and whether a notary is needed<\/h2>\r\n
The notary: witnessing the signature or certifying the power of attorney<\/h2>\r\n
Apostille or legalisation<\/h2>\r\n
How long the power of attorney is valid<\/h2>\r\n
Does the power of attorney survive a change of manager<\/h2>\r\n
How to revoke a power of attorney<\/h2>\r\n
When the manager is abroad<\/h2>\r\n
More on shareholders and shares<\/h2>\r\n
How to start<\/h2>\r\n