Change of UAB Shareholders in Lithuania

Changing the shareholders of a Uždaroji Akcinė Bendrovė (UAB) in Lithuania involves a formal process to update the company’s ownership structure. Here’s a comprehensive guide to the steps involved:

1. Overview of Shareholder Change

Definition:

• Changing shareholders involves updating the list of individuals or entities that own shares in the company. This can include adding new shareholders, removing existing ones, or altering the share distribution among current shareholders.

Purpose:

• Ownership Transfer: Reflects changes in ownership due to sales, transfers, or new investments.
• Business Restructuring: Adjustments in ownership for restructuring or strategic purposes.
• Compliance: Ensures that the shareholder registry is current and accurate.

2. Steps to Change UAB Shareholders

1. Prepare Documentation:

• Share Transfer Agreement: Draft and execute a share transfer agreement or similar document to formalize the transfer or acquisition of shares.
• Shareholder Resolution: Prepare a resolution documenting the decision to change shareholders, including details of the transfer or new shareholder information.

2. Decision by Shareholders:

• General Meeting: Convene a general meeting of shareholders if necessary. In many cases, changing shareholders may not require a formal meeting if it involves internal agreements among existing shareholders.
• Resolution: Pass a resolution to approve the changes in the shareholder structure. This should include:
  • Details of the Change: Information on the new and outgoing shareholders.
  • Effective Date: The date when the changes take effect.
• Minutes: Document the resolution in the meeting minutes, signed by authorized persons.

3. Update the Company’s Statutes (if applicable):

• Amend Statutes: If the change in shareholders affects the company’s statutes, amend them to reflect the new shareholder structure. This may involve updating the sections related to shareholder rights or share capital.
• Notarization: Notarize the amended statutes if required.

4. Register the Change:

• State Enterprise Centre of Registers: File an application with the State Enterprise Centre of Registers to update the shareholder registry. The application should include:
  • Completed Form: The appropriate form for updating shareholder information.
  • Resolution: Copy of the resolution approving the shareholder change.
  • Share Transfer Agreement: Documentation of the share transfer or new shareholder agreement.
  • Updated Statutes (if applicable): Notarized amended statutes, if changes were made.
  • Proof of Payment: Application fee payment receipt.

5. Notify Other Authorities:

• Tax Authorities: Inform the State Tax Inspectorate of any changes in shareholder details if required, to update tax records.
• Bank Accounts: Update the company’s bank with the new shareholder information if necessary.

6. Update Company Records:

• Internal Records: Update the company’s internal records, including the shareholder registry and financial records.
• Public Records: Ensure that the updated shareholder information is reflected in public records and databases.

7. Inform Stakeholders:

• Communication: Notify relevant stakeholders, including business partners, clients, and suppliers, of the shareholder changes to ensure continuity in business relations.

3. Documentation Required

For Shareholder Change Registration:

• Completed Application Form: Available from the State Enterprise Centre of Registers.
• Shareholder Resolution: Copy of the resolution or meeting minutes approving the change.
• Share Transfer Agreement: Document outlining the terms of the share transfer or new shareholder details.
• Updated Statutes (if applicable): Notarized amended statutes reflecting any changes.
• Application Fee: Proof of payment for the registration fee.

For Other Notifications:

• Tax Records: Update tax records with the State Tax Inspectorate.
• Bank Records: Notify banks of the shareholder changes.

4. Timeline and Fees

Timeline:

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

Fees:

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

5. Legal and Compliance Considerations

Compliance:

• Regulations: Ensure compliance with Lithuanian company law and regulations regarding shareholder changes.
• Accuracy: Verify that all documents and records are accurate and complete to avoid delays or issues.

Documentation:

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

6. Post-Change Considerations

Confirm Updates:

• Verification: Confirm that the shareholder changes have been correctly updated in the company’s registration records and public databases.

Monitor Impact:

• Review: Assess any impact the shareholder changes may have on company operations, financials, and stakeholder relationships.

Changing shareholders in a UAB in Lithuania involves a structured process of documenting, approving, and registering the changes. Proper execution of these steps ensures that the company’s ownership structure is legally updated and accurately reflected in all official records