Position Paper of the Republic of Lithuania
COMPANY LAW
I. GENERAL STATEMENT
The Republic of Lithuania considers 1 January 2004 the date when it shall be ready to assume the obligations of the EU membership.
The Republic of Lithuania accepts in full the acquis concerning Company Law.
The Republic of Lithuania will be ready to implement the acquis in this Chapter from the date of accession to the European Union.
The Republic of Lithuania does not request transitional periods or derogation in this Chapter.
II. LEGAL BACKGROUND
1. Company Law
The acquis in the field of company law consists of six Council Directives (the First, Second, Third, Sixth, Eleventh and Twelfth) based on Article 44(2)(g) (ex Article 54(3)(g)) of the Treaty Establishing the European Community, and Council Regulation (EEC) No 2137/85 on the European Economic Interest Grouping (EEIG).
Company law in Lithuania is largely in line with the acquis. The basic provisions of company law are laid down in the Law on Companies of 5 July 1994, the Law on the Register of Enterprises of 31 July 1990, the Law on Enterprises of 8 May 1990 and further amendments to the said laws. The Register of the Enterprises of the Republic of Lithuania based on the Law on the Register of Enterprises of 31 July 1990 has been established and started its activities.
On 7 December 1999, for the purposes of further development of the legal framework of company law, the Seimas of the Republic of Lithuania adopted the Law on the Amendments to the Law on Enterprises, providing the possibility for foreign enterprises to establish their branches in Lithuania.
Law eliminates
The new version of the Law on Companies was adopted by the Seimas on 13 July 2000. This Law eliminates certain loopholes and puts greater emphasis on the rights of shareholders, in particular, on the right of access to information; it also contains more extensive provisions in respect of the mergers and divisions, and changes of the legal form of companies, and strengthens the protection of creditors’ rights. This law shall enter into force on 1 January 2001.
To eliminate the remaining minor irregularities with the acquis in the field of company law, the following new acts are on the agenda:
Law Amending
Law Amending the Law on the Register of Enterprises will lay down in detail the registration data and the documents to be submitted to the registrar, establish preventive control of these documents, set the requirement for the companies to file with the registrar their annual accounts, provide for the establishment of special official publication, etc. The adoption and entry into force of this law is scheduled for 2001. However, since the establishment of the special official gazette and the registration authority will require certain institutional reorganisation, full implementation of this law is expected in 2002.
Law on the Amendments to the Law on Enterprises which will provide for amendments related to the Law on Companies and the Law on the Register of Enterprises, and bring the Law on Enterprises into compliance with the acquis. Adoption of this law is foreseen in the year 2001.
It is expected that company law in Lithuania will be in full compliance with the acquis by the end of 2002.