Annual General Meeting in Lithuania: What Multinational Companies Need to Know

If your organisation manages a subsidiary in Lithuania, understanding the Annual General Meeting (AGM) in Lithuania is essential to staying compliant. From statutory deadlines to financial statement filings, this guide walks legal, tax, and compliance professionals through the key requirements, so nothing falls through the cracks.

What is the legal deadline to hold the AGM?

Lithuanian law sets a clear timeline. Every company must hold its AGM no later than four months after the end of the financial year. This applies equally to both public limited liability companies (AB) and private limited liability companies (UAB), with no distinction based on legal form.

If the AGM does not take place within this window, any shareholder holding at least one share may petition a court to convene the meeting. In other words, missing the deadline doesn’t just create internal friction. It opens the door to judicial intervention.

Can the AGM be rescheduled or postponed?

In short, no. Lithuanian law does not provide a formal mechanism for rescheduling the AGM, nor does it recognise a revised deadline following postponement.

If a company cannot hold the meeting in time, there is no way to formally push the date back with regulatory approval. The only remedy is the court-ordered convening mechanism mentioned above. That said, companies sometimes hold the AGM after the statutory deadline without automatic invalidity of resolutions. However, doing so carries the risk of shareholder challenges or administrative penalties, and it is not something to rely on as a strategy.

What happens if the AGM is not held on time, or not at all?

Failing to meet the AGM deadline triggers several potential consequences:

• Court-ordered convening: A court may order the meeting if at least one shareholder files an application. This also applies when the company’s equity drops below half of its authorised capital and a creditor petitions the court.
• Administrative fines for the company manager: Without the AGM, the company cannot approve or file annual financial statements. Failure to submit them within the statutory deadline results in a personal fine on the company manager, ranging from EUR 600 to EUR 1,450.
• Possible liquidation proceedings: If financial statements remain unfiled for more than twelve months past the deadline, the Register of Legal Entities may initiate liquidation proceedings against the company.

These are not hypothetical risks. They carry real financial and operational consequences.

Who has the authority to call the AGM?

The board of directors convenes the AGM. If the company has not formed a board, or the board fails to act, the company manager steps in. Shareholders holding at least 1/10 of all votes can also initiate the convening process. If the board does not respond within 10 days of such a request, shareholders holding more than half of all votes may convene the meeting themselves.

The company must publish or deliver notice of the AGM at least 21 days before the meeting. Companies can choose between publishing in the daily newspaper specified in the articles of association, delivering notice to each shareholder against acknowledgement, or sending it by registered mail. The notice must include the agenda, the date, time and venue, the record date, and information on where to access draft decisions.

If the AGM does not take place as scheduled, the company must convene a repeat meeting within at least 5 but no later than 21 days, and notify shareholders at least 5 days in advance.

How can the AGM be conducted?

Lithuanian law offers several formats for holding the general meeting:

• Physical meeting: The traditional in-person format, held at the location stated in the notice. Attendees elect a chairperson and secretary, unless fewer than three shareholders attend.
• Electronic or virtual participation: Shareholders holding at least 1/10 of all votes can demand that the company enable electronic participation and voting. If all shareholders unanimously agree, the articles of association may provide for exclusively virtual meetings.
• Advance written voting: Shareholders may submit a completed general ballot paper before the meeting. Their votes count toward both quorum and results.
• Written resolution without a meeting: If all shareholders sign the adopted decisions, no formal meeting or minutes are required. A sole shareholder’s written decisions are automatically equivalent to AGM resolutions.

What determines quorum and voting rights?

A valid AGM requires the presence of shareholders holding shares that carry at least half of all votes. Once the chairperson confirms quorum at the start of the meeting, it remains valid throughout. The company excludes shares it holds itself and certain non-voting preference shares from the calculation.

If quorum is not met, the company must convene a repeat meeting. For private and non-listed public companies, this repeat meeting must occur within 5 to 21 days, with at least 5 days’ notice. Importantly, the repeat meeting may adopt decisions on the same agenda without a quorum requirement.

Regarding voting, each share of equal nominal value grants one vote. Only fully paid-up shares carry voting rights. The company generally adopts decisions by simple majority, though certain matters, such as amending the articles of association, capital changes, or liquidation, require a two-thirds qualified majority. Withdrawal of pre-emption rights demands at least three-quarters of votes.

Can shareholders appoint proxies?

Yes. Shareholders may authorise a proxy to attend and vote on their behalf. A single proxy may represent multiple shareholders at the same meeting, and must vote according to each shareholder’s individual instructions. Lithuanian law does not mandate a specific standardised proxy form.

Listed public companies may also issue proxies electronically without notarisation.

What are the typical agenda items, and who can propose them?

The board, or the company manager where no board exists, prepares the AGM agenda. Typical items include approval of annual financial statements, profit distribution, election or removal of board and supervisory board members, amendments to the articles of association, and capital-related decisions.

Shareholders holding at least 1/20 of all votes may propose additional agenda items, as can the supervisory board or the board itself. Proposers must submit their proposals in writing no later than 14 days before the AGM, accompanied by draft decisions or explanatory notes. If the agenda changes, the company must notify shareholders of the updates at least 10 days before the meeting.

What are the requirements around financial statements?

The company manager is responsible for preparing the annual financial statements after the end of the financial year. The composition of the financial statements depends on the company’s size category (very small, small, medium, or large).

The AGM must approve the annual financial statements. If audit is mandatory, the AGM may only approve audited statements. Following approval, the company must submit the financial statements, management report, and auditor’s report (where applicable) to the Register of Legal Entities within 30 days of the AGM.

Mandatory audit applies to all public limited liability companies (AB), state and municipal enterprises, and private companies (UAB) where the state or municipality is a shareholder. For other UABs, audit becomes mandatory when the company exceeds at least two of the following thresholds: net sales revenue above EUR 4,500,000, balance sheet assets above EUR 2,500,000, or an average of more than 50 employees.

When do corporate changes decided at the AGM take effect?

Corporate changes become legally effective upon registration with the Register of Legal Entities. Until that point, the company cannot rely on the new data in dealings with third parties. However, third parties may rely on decisions that have been adopted even before registration is completed, except for amended articles of association, which strictly require registration.

For changes to the head of the company or sole shareholder, the company must submit the relevant notification to the Register within 5 days.

How are dividend decisions handled?

The AGM allocates the company’s distributable profit after approving the annual financial statements. The company pays dividends in proportion to the nominal value of shares held, and must pay them in cash within one month of the profit distribution decision. The law prohibits advance dividend payments.

The AGM cannot approve dividends if the company has overdue obligations, if total distributable profit is negative, or if equity would fall below the aggregate of share capital, legal reserve, revaluation reserve, and the reserve for acquiring own shares.

There is no separate obligation to notify other government authorities about dividend decisions, though tax withholding and reporting duties to the State Tax Inspectorate apply under tax legislation.

What are the signing and archiving requirements for AGM documents?

The chairperson and the secretary of the meeting must sign the AGM minutes. If the meeting did not elect a secretary, the chairperson signs alone. The chairperson must draw up and sign the minutes no later than 7 days after the AGM. Qualified electronic signatures carry the same legal weight as handwritten ones.

The company does not need to file the minutes with the Register of Legal Entities. They are classified as official internal documents, and the company must store them according to the Law on Documents and Archives. The company must attach several documents to the minutes and keep them together, including the shareholder registration list, proxies, general ballot papers, proof of shareholder notification, and any written comments.

What are the consequences of failing to file on time?

Non-compliance with filing requirements carries tangible repercussions. The company manager personally faces administrative fines ranging from EUR 200 to EUR 1,450 for failing to submit or submitting incorrect financial statements. Beyond fines, if financial statements remain unfiled for more than twelve months, the Register may initiate liquidation proceedings. Additionally, public procurement bodies may exclude companies in breach from procurement procedures for up to one year.

Where can you check filing status and find official sources?

To verify whether financial statements have been submitted, use the official portal at registrucentras.lt. For corporate changes and general registry filings, the public search function is available at registrucentras.lt.

The principal legal sources include the Law on Companies (No. VIII-1835), accessible via the Register of Legal Acts, and the Civil Code (No. VIII-1864), available at the Register of Legal Acts.

What’s next?

Managing an AGM in Lithuania requires detailed planning and full legal awareness. For more insights into AGM processes in other jurisdictions, explore our article How to Organise your AGM in Hungary.

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• Request a Demo – See Klea in action for your organisation.
• Start a Trial – Experience firsthand how automation reduces workload and improves efficiency.
• Talk to Our Experts – Get tailored recommendations based on your entity management needs.

Company secretarial software solutions play a crucial role in modern businesses that require structured governance, consistent compliance, and accurate legal entity management. With Klea, organisations can ensure corporate governance remains efficient, transparent, and risk-free.

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