A company formed for the purpose of production and commercial activity, whose income over the period of an economic year for agricultural production and services rendered to agriculture, comprises over 50 per cent of all production income, shall be considered an agricultural company. The company must have at least two members. A holder of member share of the company is a natural or a legal person who has acquired a member share in any amount, who has not been accepted into company membership and not having a deciding vote. Natural and legal persons of the Republic of Lithuania and from abroad may be founders of a company. The documents of the founding of a company are: the founding agreement, the list of its members, the minutes of the statutory meeting and the bylaws.
The bylaws of the company must indicate:
- the name of the company and the address of the principal office. The principal office must be located on the territory of the Republic of Lithuania, at the place of the permanent location of the board (administration);
- the company’s purpose, type and duration of activities;
- the procedure for increasing and reducing the company’s fixed capital, and acceptance and assessment of non-monetary member shares contributions;
- the minimum amount of a member share contribution and the procedure of changing the amount of member shares, and sale or transfer of member shares to company members, holders of member shares as well as other persons and the procedure for organising closed auctions for the purchase and sale of member shares;
- the procedure of electing management and supervisory personnel and the rights and obligations thereof;
- matters within the competence of the member’s meeting, the procedure for convening the meeting and the voting procedure and the procedure for transferring the right to vote;
- the procedure for fixing the work pay and the rules for distributing the profit;
- the procedure for forming the capital emergency (reserve) fund and other funds and the use thereof;
- the procedure for reorganizing, restructuring and liquidating of the company and distributing the assets among the creditors and holders of member shares;
- the rights, liability and duties of company members, company holders of member shares and employees;
- the property as well as work relations, of the company, its members and its member share holders;
- the conditions, procedure and terms of the company’s accounting with members and member share holders.
Formation of a Partnership in Lithuania
Foundation of General Partnership and Limited Partnership in Lithuania
The general partnership in Lithuania shall be an enterprise all of whose members are general partners. The limited partnership shall be an enterprise whose members are general partners and limited partners. The general partnership shall have not less than two and not more than twenty general partners. The limited partnership shall have not less than three members (two general partners and one limited partner) and not more than twenty members. The founders of the partnership shall be the persons who have concluded the partnership agreement. The partnership agreement shall also constitute both the contract for the founding of the partnership and the partnership founding document. The partnership agreement must be notarised.
The partnership agreement shall state:
- the name of the partnership;
- the legal form taken by the partnership (general partnership or limited partnership);
- the head office of the partnership;
- the object of the partnership activities;
- data of the general partners (natural person’s name, surname, personal number, place of residence; legal person’s name, legal form; code number, head office);
- procedure for compensating the costs of partnership founding;
- partnership founders’ contributions, the procedure and time limits for making the contributions. Where the contribution is made otherwise than in cash the value thereof must be stated;
- liability of the general partners for failure to discharge the obligations;
- the procedure for transferring the rights of the general partner to another person;
- the procedure for admitting new general partners;
- the procedure for effecting settlement with the general partners who retire from the partnership;
- the procedure for drawing on the partnership cash at hand as profit paid in advance for the personal needs of the general partners;
- the procedure for establishing branches and representations of the partnership and for the dissolution thereof;
- whether or not the partnership draws up financial statements;
- the daily of the Republic of Lithuania in which public notices shall be published when required under the Civil Code and this Law;
- the procedure for amending the partnership agreement;
- duration of the partnership where it is limited;
- the date of drawing up the partnership agreement.