1. Which law is applicable to the legal capacity and right of representation of a legal entity?
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Civil capacity of foreign legal persons or any other organisations shall be governed by the laws of the state where these persons or organisations are founded (Article 1.19 of Civil Code of the Republic of Lithuania). The same rule applies to the power to represent a legal person or any other organisation (Article 1.20 of Civil Code of the Republic of Lithuania).
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2. What criteria/rules are used to determine the applicable law (for example the law of incorporation or the actual seat)?
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A legal person shall be deemed incorporated as of the moment of its registration with the Register of Legal Entities (Article 2.63 of Civil Code of the Republic of Lithuania).
The registered office of a legal person shall be the seat of its principal managing body. The registered office of a legal person shall be defined by indicating the address of the premises in which the head office is located (Article 2.49 of Civil Code of the Republic of Lithuania).
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The registered office of a legal person shall be the seat of its principal managing body. The registered office of a legal person shall be defined by indicating the address of the premises in which the head office is located (Article 2.49 of Civil Code of the Republic of Lithuania).
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3. Which international conventions have to be respected?
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N/A
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4. Are there international conventions with regard to certain countries?
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N/A
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5. Are all companies registered in a public register? What are the effects of registration? (please add a link to the register, if possible)
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NO REPLY
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6. Does a foreign company have to be registered in your public company register?
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NO REPLY
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7. Who has the legal right of representation of a legal entity?
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According to Chapter 10 of Article 37 of the Republic of Lithuania law on companies, the manager of the company has the right to act on behalf of the company.
According to Article 2.140 of the Civil Code of the Republic of Lithuania, the manager of the company has the right to authorise other people to represent the company.
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According to Article 2.140 of the Civil Code of the Republic of Lithuania, the manager of the company has the right to authorise other people to represent the company.
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8. Must the right of representation be registered (if yes, please add a link to the register, if possible)?
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Yes, details about the manager of the company are registered in the national Registry of Legal Entities. The power of attorney for other people to represent the company is registered in the Register of Power of Attorneys if such a power of attorney is attested by a notary. Data about the manager in the Registry of Legal Entities are available only when logged in.
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9. If the right of representation must be registered, what legal effect does the registration have with respect to third parties?
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If the information about the manager of the company is in the Register, it is binding and can be used against third persons. The manager is considered to be the rightful representative of a legal person.
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10. May the rights of the legal representative be restricted? If yes, please explain how (e.g. by laws or the articles of association)?
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The rights of the legal representative can be restricted by incorporation documents (for example, incorporation documents that establish that the manager can sell property only with a decision of a general meeting of shareholders).
The manager of a company shall act on behalf of the company and shall be entitled to enter into transactions at his/her own discretion, except where the articles of association of the company provide for a quantitative representation of the company. The manager of the company may conclude the transactions referred to in Article 34(4)(3) to (6) of the Law on companies, provided there is a decision of the board of the company (if the board is formed in the company) to enter into these transactions. If the board is not formed in the company, the manager of the company shall adopt the decisions and carry out the actions specified in Article 34(1), (3), (4), (5), (6), (8), (9) and (13) of the Law on companies.
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The manager of a company shall act on behalf of the company and shall be entitled to enter into transactions at his/her own discretion, except where the articles of association of the company provide for a quantitative representation of the company. The manager of the company may conclude the transactions referred to in Article 34(4)(3) to (6) of the Law on companies, provided there is a decision of the board of the company (if the board is formed in the company) to enter into these transactions. If the board is not formed in the company, the manager of the company shall adopt the decisions and carry out the actions specified in Article 34(1), (3), (4), (5), (6), (8), (9) and (13) of the Law on companies.
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11. Does that restriction have any legal effect towards third persons?
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Contracts concluded by the managing bodies of a private legal person in overstepping their authority shall impose obligations on a legal person, except in cases where it is proved that when concluding the contract the third person was aware or due to certain circumstances may not have failed to be aware of the fact that the contract was entered into by a managing body of a legal person who was not authorised to conclude it (Article 2.83 of Civil Code of the Republic of Lithuania).
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12. How can the representative prove the right of representation (e.g. extract in paper from the registry certified by some authorities, extract from public registry)?
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13. Are there any circumstances where the transactions entered into by the legal representative of a company are considered not binding on the company (e.g. for a valid transaction should there be a decision or consent of the shareholders, supervisory body)? If yes, please explain.
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Contracts concluded by the managing bodies of a private legal person in overstepping their authority shall impose obligations on a legal person, except in cases where it is proved that when concluding the contract the third person was aware or due to certain circumstances may not have failed to be aware of the fact that the contract was entered into by a managing body of a legal person who was not authorised to conclude it (Article 2.83 of Civil Code of the Republic of Lithuania).
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14. Is it possible to verify the right of representation by digital means from the register? Please indicate the source and in which language the inquiries should be conducted.
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Yes, representation can be verified by digital means. The data entered into the public register (in this case Registry of Legal Entities) are deemed to be accurate and comprehensive until contested in the manner prescribed by law (Article 4.262 of Civil Code of the Republic of Lithuania).
The Registry of Legal Entities is accessible online. These data in the Register of Legal Entities are accessible for anybody for the fee set by the Government.
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The Registry of Legal Entities is accessible online. These data in the Register of Legal Entities are accessible for anybody for the fee set by the Government.
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15. When anti-money laundering measures are applied, how are the beneficial owners of a legal entity registered in your country identified? Would there be different possibilities for professionals from other countries to identify the beneficial owners? Please indicate the source and in which language the inquiries should be conducted.
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Data on beneficiaries of a legal entity are collected in the Information System of Legal Entities Participants. There is the possibility for professionals from other countries to receive information about beneficial ownership. However, they need to address a direct inquiry to the State Enterprise Centre of Registers.
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