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The Amendments To The Company Law

Overview

On the 15 December 2009 the Company Law was amended with the law No. XI-564. Most of the amendments came into force on the 1 March 2010, save for the provisions concerning the placement of the public notices in the electronic publication of the Commercial Register, which shall come into effect on the 1 October 2010. This memorandum, which contains brief information on anticipated amendments, has been compiled for informational purposes only and cannot be treated as binding advice.

Convocation of the statutory meeting

The requirement to convene the statutory meeting for private companies becomes not obligatory in case members of the management body, to-be-elected by the general shareholders’ meeting, are indicated in the founding agreement/act.

Preparation of the shareholders’ list and submission thereof to the Commercial Register

Private companies are required to prepare the shareholders’ list. In the course of company’s establishment the shareholders’ list is prepared on the ground of the founding agreement/act. The companies established until 1 March 2010 have to submit the shareholders’ list to the Commercial Register together with the documents needed for the registration of the amended data/documents of the company, but not later than until 1 October 2010. In case information contained in the shareholders’ list has changed, new shareholders’ list has to be prepared and submitted to the Commercial Register. The Managing Director of the company is responsible for the preparation and submission of the shareholders’ list to the Commercial Register.

Authorisations of the members of the management/supervisory board

Unless otherwise indicated in the articles of association of the company, the power of attorney issued by the member of the management/supervisory board respectively to other member of the management/supervisory board may be concluded in a simple written form, i.e. notarisation is not required.

Adoption of the resolutions of the management board

The regulation of the adoption of the resolutions of the management board is amended by defining that the meeting thereof shall be considered held when 2/3 or more members of the management board participate herein. The resolution of the management board shall be adopted when more votes for then against are received.

Transactions with the tangible long-terms assets of the company

The articles of association may provide for the value, other than listed in the Company Law, in respect to the transactions with company’s long-terms assets where the decision of the management board is required. Thus, the value of the transactions may be higher/lower than 1/20 of the company’s share capital.

Resignation of the managing director

The detailed procedure for the resignation and revocation of the managing director is defined. The managing director intending to resign has to present the written resignation notice to the management body of the company by which he was elected. If the managing director is not revoked during 15 days, his employment contract terminates on the next day. If the general shareholders’ meeting has to decide on the revocation of the managing director, his employment agreement terminates on the next day after the date of general shareholders’ meeting or, in case it does not take place, after the date of re-convened general shareholders’ meeting. After the performance of the above-mentioned actions the managing director of the company submits to the Commercial Register the documents proving that the managing body by which he was elected has not revoked him from the position held, and on that ground thereof he shall be de-registered from the Commercial Register.

Procedure of the share transfer

The terms for the implementation of the right of first refusal to acquire the shares in private companies have been shortened. The shareholders may define other procedure for the share transfer, including the exercise of the pre-emption right, than established by the Company Law.

Data submitted to the Commercial Register

The requirement to submit the signature specimens of the persons acting according to the rule of joint representation is revoked.

Note: This overview is for the informational purposes only and cannot be treated as binding advice. Should you require more information or the official statements, please contact Tomas Davidonis, Attorney at Law by phone: +370 5 255 3075, mobile: +370 686 89558 or e-mail: tdavidonis@deloittece.com.

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