Change of Company’s Director in Lithuania

Changing a company’s director in Lithuania involves several key steps:

1. Resolution: Pass a resolution by the board or shareholders to appoint the new director and, if applicable, remove the outgoing one.
2. Documentation: Prepare and sign meeting minutes and obtain written consent from the new director.
3. Registration: File the necessary forms and documentation, including the resolution, meeting minutes, and new director’s consent, with the State Enterprise Centre of Registers.
4. Notification: Update tax records, bank accounts, and inform stakeholders of the change.

This process ensures the new director is officially recognized and the company’s records are up-to-date

Changing a company’s director in Lithuania involves a series of formal steps to ensure that the new director is properly appointed and that all official records are updated accordingly. Here’s a comprehensive guide to the process:

1. Overview of Director Change

Definition:

• Director Change: The process of replacing or appointing a new individual to the position of company director, who is responsible for the company’s management and representation.

Purpose:

• Management Changes: Reflects changes in leadership or management strategy.
• Compliance: Ensures compliance with legal requirements for company governance.

2. Steps to Change a Company Director

1. Decision by Shareholders or Board:

• General Meeting or Board Resolution: Depending on the company’s governance structure, either the board of directors or the shareholders must pass a resolution to appoint a new director. This process typically involves:
  • Meeting: Convening a general meeting of shareholders or a board meeting.
  • Resolution: Passing a formal resolution to appoint the new director and, if necessary, dismiss the outgoing director. The resolution should include:
    • The name of the new director.
    • The effective date of the appointment.
    • Any relevant details about the outgoing director, if applicable.

2. Document Preparation:

• Minutes: Prepare the minutes of the meeting where the resolution was passed. This document should detail the decision to change the director and be signed by authorized individuals.
• Director’s Consent: Obtain written consent from the new director to accept the appointment. This consent should be attached to the application for registration.

3. Update Company Records:

• Internal Records: Update the company’s internal records to reflect the new director’s details, including any changes to company management structures or responsibilities.

4. Register the Change:

• State Enterprise Centre of Registers: File an application with the State Enterprise Centre of Registers to update the company’s director details. The application should include:
  • Completed Form: The appropriate form for changing the director.
  • Resolution: Copy of the resolution from the general meeting or board meeting approving the director change.
  • Minutes: The minutes of the meeting documenting the director change.
  • Director’s Consent: Written consent from the new director.
  • Identification: Copies of identification documents for the new director (passport or ID card).
  • Application Fee: Payment of the applicable registration fee.

5. Notify Other Authorities:

• Tax Authorities: Inform the State Tax Inspectorate of the director change if required, to update tax records.
• Banks and Financial Institutions: Update the company’s bank accounts and financial institutions with the new director’s information.

6. Communicate the Change:

• Stakeholders: Notify clients, suppliers, and other relevant stakeholders about the change in company leadership to ensure continuity and address any potential concerns.

3. Documentation Required

For Director Change Registration:

• Completed Application Form: Available from the State Enterprise Centre of Registers.
• Resolution: Copy of the resolution from the shareholders or board meeting.
• Minutes: Meeting minutes documenting the decision to change the director.
• Director’s Consent: Written consent from the new director.
• Identification Documents: Copies of identification for the new director.
• Application Fee: Proof of payment for the registration fee.

For Other Notifications:

• Tax Records: Notify the State Tax Inspectorate if required.
• Bank Records: Update bank and financial institution records with the new director’s details.

4. Timeline and Fees

Timeline:

• Processing Time: The process of changing a director and updating the registration details typically takes a few days to several weeks, depending on the efficiency of the registration process and the completeness of the submitted documents.

Fees:

• Application Fees: Fees for processing the director change registration may vary. Check with the State Enterprise Centre of Registers for specific fee information.

5. Legal and Compliance Considerations

Compliance:

• Lithuanian Law: Ensure compliance with Lithuanian company law and regulations regarding director appointments and changes.
• Accuracy: Verify that all documents and records are accurate and complete to avoid delays or complications.

Documentation:

• Consistency: Ensure that the director change is consistently documented and reflected across all relevant records and authorities.

6. Post-Change Considerations

Confirm Updates:

• Verification: Confirm that the director change has been correctly updated in the company’s registration records and public databases.

Monitor Transition:

• Review: Monitor the transition process to ensure a smooth handover of responsibilities and address any issues that may arise.

Changing a company’s director in Lithuania involves a structured process of decision-making, documentation, registration, and communication. By following these detailed steps, a company can ensure that the new director is legally appointed and that all official records are accurately updated.