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Corporate governance refers to the framework of rules, practices, and processes by which a company is directed and controlled. In Vilnius, the capital of the Republic of Lithuania, corporate governance is primarily regulated by Lithuanian national law in line with European Union directives and recommendations. Companies operating in Vilnius must adhere to statutory requirements covering the rights and obligations of shareholders, boards, management, and other stakeholders.
Corporate governance law in Lithuania emphasizes transparency, accountability, and equitable treatment of shareholders. Both publicly listed and private companies are subject to governance standards that dictate how decisions are made and how interests are balanced within an organization. The legislation sets criteria for forming managing bodies, holding general meetings, disclosure obligations, and protection of minority shareholders.
Engaging a lawyer experienced in corporate governance can be crucial for individuals and businesses in various situations, including:
Corporate governance in Vilnius is principally regulated by the Civil Code of the Republic of Lithuania and the Law on Companies of the Republic of Lithuania. Companies with securities admitted to trading on regulated markets must also comply with the Corporate Governance Code for Companies Listed on NASDAQ Vilnius. Key legal aspects include:
These legal principles are designed to ensure that Lithuanian companies operate with transparency and accountability, safeguarding the interests of shareholders and other stakeholders.
Every Lithuanian company must have a general meeting of shareholders and a manager (CEO). Certain companies, especially larger and listed companies, must also have a board or a supervisory board as defined in their statutes.
No, a Supervisory Board is not mandatory for all companies. However, some companies, such as those with specific requirements set by their articles of association or by law (especially listed companies), must establish a Supervisory Board.
The main laws are the Civil Code, the Law on Companies, Regulations of the Bank of Lithuania, and for listed companies, the Corporate Governance Code for Companies Listed on NASDAQ Vilnius.
Directors must act in the best interests of the company, avoid conflicts of interest, keep company information confidential, and fulfill their responsibilities with due care and diligence.
Yes, Lithuanian law provides various protections for minority shareholders, including rights to information, challenge decisions in court, and invoke buy-out or squeeze out rights in certain mergers and takeovers.
Companies must disclose important information including annual financial statements, details of management and ownership, significant transactions, and for listed companies, any information that could impact share prices.
Shareholder disputes can be settled through negotiation, mediation, or court proceedings. Lithuanian courts have jurisdiction to hear corporate disputes, while some articles of association provide for arbitration.
A general meeting requires proper notice to shareholders, a quorum as defined by law or the company’s statutes, and adherence to rules on voting and minute-taking. Results must be registered with the State Enterprise Centre of Registers.
Yes, foreign nationals can serve as directors of Lithuanian companies, provided they meet the legal requirements for residency or work permits, depending on the circumstances.
Yes, for listed companies, there is a Corporate Governance Code that lays out standards for transparency, board structure, stakeholder engagement, and reporting. While not mandatory for private companies, it serves as guidance for good governance.
For those seeking further information or support on corporate governance in Vilnius, the following resources can be helpful:
These organizations can provide guidance, forms, legislation, and in some cases, referrals to legal specialists.
If you require legal assistance with corporate governance in Vilnius, it is advisable to:
Acting early and relying on professional advice can help ensure that your company operates in full compliance with Lithuanian law and international good governance standards.
