Law No X-1367 of 13 December 2007 On Cross-Border Mergers of Limited Liability Companies of the Republic of Lithuania (Official Gazette (Valstybės Žinios), No 140-5747).
The Law was passed in order to implement the Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies. The Law came into force on 1 January 2008.
The Law regulates cross-border ,mergers of companies the legal form of which is a public limited or a private limited company in accordance with the laws of the Republic of Lithuania. In a cross-border merger one or more public limited companies merge with limited liability companies in a legal form that corresponds to a public limited company, or one or several private limited companies merge with limited liability companies in a legal form that corresponds to a private limited company, which are established in accordance with the law of other European Union Member States and the registered office, central administration or the main business location of which is within the European Economic Area.
The Law establishes the requirements for the terms of a cross-border merger and merger report, the assessment of the merger conditions, public announcement of such a merger as well as the procedure to ensure the obligations of limited liability companies merged or participating in a cross-border merger; it regulates the procedure of the merger-related decision making and submission to the Register of Legal Persons, merger consequences, etc. The protection of the rights of the creditors, bond-holders, shareholders and employees of merged companies subject to the law of the Republic of Lithuania upon or after the merger is respectively regulated by the Law on Companies of the republic of Lithuania and labour legislation of the Republic of Lithuania.
Law X-1346 of 4 December 2007 Amending the Law on Small and Medium-Sized Business of the republic of Lithuania (Official Gazette (Valstybės Žinios), No 132-5354).
The new version of the Law expands the range of enterprises attributed to mediumsize, small or micro enterprises and cancels the requirement that such enterprises should be independent (i.e. after the Law comes into force, the enterprises where ¼ or more of the share capital or voting rights are held by one or several enterprises that are not medium-size or small companies with respect to the Law) and establishes the criteria for attributing businessmen who hold/do not hold enterprise shares or otherwise participate/ do not participate in the capital of the enterprises to small and medium-size business person.
The Law also approved of the establishment of a public deliberative body Lithuanian Small and Medium-Size Business Council and provided a regulation of its composition and functions.
The new wording of the Law came into force on 1 January 2008.