2020. 03. 18

The time to convene an ordinary General Meeting of Shareholders is approaching – what actions - and if - need to be taken during coronavirus quarantine

After more than half of March passed, it is time to remember that, under the Law on Companies of the Republic of Lithuania, it is time to convene an ordinary annual General Meeting of Shareholders. It shall be done no later than 4 months after the end of the financial year. This means that companies whose financial year coincides with a calendar year have to convene the General Meeting of Shareholders by May.

The General Meeting of Shareholders is usually convened by the Management Board of the company. In cases where (i) the company has no Management Board, (ii) has no more than half of the number of members of the Management Board specified in the Articles of Association (AoA) of the company, or iii) the Management Board shall not convene the General Meeting of Shareholders in the cases and within the terms established by the Law, it shall be convene by the decision of the General Manager of the company. The General Meeting of Shareholders may also be convened on the initiative of the Supervisory Board and of the Shareholders holding at least 1/10 of the votes (except for the lower number of votes provided for in the AoA of the company).

The annual General Meeting of Shareholders must, among other things, approve the set of annual financial statements. These statements shall be submitted to the Register of Legal Entities (JAR) by public, private limited, cooperative, agricultural companies, state and municipal enterprises, small partnerships, charities and foundations, associations, public bodies and other legal entities. Individual companies, limited partnerships and genuine partnerships are required to submit financial statements only if it is specified in their incorporation documents.

The set of company’s financial statements shall be submitted to the Center of Registers no later than 30 days after the convocation of the General Meeting of Shareholders. The preparation and submission of the set of financial statements together with the auditor's report (where audited) is the direct responsibility of the company’s General Manager. For the submission of incorrect financial statements or failure to submit the mentioned set, General Managers are subjects to administrative liability, ranging from 200 EUR to 3.000 EUR. The Center for Registers is reluctant to overlook the failure to submit financial statements – last year 234 administrative misconduct records were issued for this breach. Charities and foundations, associations and public bodies that fail to submit their annual financial statements for 2019 year may lose their status of the beneficiary.

In addition to the approval of the set of annual financial statements, the annual ordinary General Meeting of Shareholders also makes decisions on:

  • company’s profit (loss) distribution;
  • dividend distribution;
  • payment of annual bonuses to members of the Management Board and the Supervisory Board;
  • the selection and cancellation of the auditor or audit firm for audit of the set of annual financial statements purposes, and the terms of payment for such audit services;
  • the formation, use, reduction and liquidation of company’s reserves;
  • collegial management bodies, i. e. Supervisory Board and Management Board, whose term of office expires in the year of this regular General Meeting of Shareholders, re-election;
  • reduction of the authorized capital in order to pay the company's funds to the Shareholders.

It shall be reminded that every General Meeting of Shareholders must be recorded in minutes unless the decisions are signed by all the company's Shareholders or there is only one shareholder in the company.

It is worth noting that with the intention of convening the General Meeting of Shareholders it is recommended to comply with the government-approved restrictions and recommendations in the context of the spreading coronavirus. If the planned Meeting has not been announced yet, it is best to convene it after the quarantine period. However, if the General Meeting of Shareholders is already scheduled, there are several ways to proceed: postpone the date of the Meeting, cancel the Meeting, or invite Shareholders to attend the General Meeting and vote in writing on the general ballot paper by electronic means.


Corporate law team

For more detailed information please refer to atty. Džiuginta Balčiūnė,, +37061728057