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Article 225. Bribery

1. A civil servant or a person equivalent thereto who, for own benefit or for the benefit of other persons, directly or indirectly on his own or through an intermediary, promises or agrees to accept a bribe, demands or provokes giving it or accepts it for a lawful act or omission in exercising his powers

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to five years.

2. A civil servant or a person equivalent thereto who, for own benefit or for the benefit of other persons, directly or indirectly on his own or through an intermediary, promises or agrees to accept a bribe, demands or provokes giving it or accepts it for an unlawful act or omission in exercising his powers

shall be punished by a fine or a custodial sentence for a term of up to seven years.

3. A civil servant or a person equivalent thereto who, for own benefit or for the benefit of other persons, directly or indirectly on his own or through an intermediary, promises or agrees to accept a bribe, demands or provokes giving it or accepts a bribe of the value exceeding 250 MSLs for a lawful or unlawful act or omission in exercising his powers

shall be punished by a custodial sentence for a term of two up to eight years.


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shall be punished by a custodial sentence for a term of two up to eight years.

4. A civil servant or a person equivalent thereto who, for own benefit or for the benefit of other persons, directly or indirectly on his own or through an intermediary, promises or agrees to accept a bribe, demands or provokes giving it or accepts a bribe of the value lower than 1 MSL for a lawful or unlawful act or omission in exercising his powers

shall be punished by a fine or by arrest.

5. A civil servant or a person equivalent thereto shall be held liable in accordance with this Code for a promise or agreement to accept a bribe or for a demand or provocation to give a bribe or for the acceptance of a bribe both for a specific act or omission in exercising his powers and for exceptional position or favour.

6. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 226. Trading in Influence

1. A person who, by seeking that a person, in taking advantage of his social status, office, powers, family relationship, contacts or other likely influence on a state or municipal institution or agency, international public organisation, a civil servant thereof or a person equivalent thereto, would exert an influence on the respective institution, agency or organisation, civil servant or person equivalent thereto to ensure their lawful or unlawful act or omission in exercising their powers, directly or indirectly on his own or through an intermediary offers, promises to him or to a third party or agrees to give or gives a bribe

shall be punished by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to four years.

2. A person who, by taking advantage of his social status, service, powers, family relationship, contacts or other likely or alleged influence on a state or municipal institution or agency, international public organisation, a civil servant thereof or a person equivalent thereto and for own benefit or for the benefit of other persons, directly or indirectly on his own or through an intermediary promises or agrees to accept a bribe or demands or provokes to give a bribe or accepts a bribe in exchange for a promise to exert an influence on the respective institution, agency or organisation, civil servant or person equivalent thereto to secure their lawful or unlawful act or omission in exercising their powers

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to five years.


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shall be punished by a fine or by arrest or by a custodial sentence for a term of up to five years.

3. A person who carries out the actions provided for in paragraph 1 of this Article by offering, promising or agreeing to give or giving, directly or indirectly on his own or through an intermediary, a bribe of the value exceeding 250 MSLs

shall be punished by a fine or a custodial sentence for a term of up to seven years.

4. A person who carries out the actions provided for in paragraph 2 of this Article by promising or agreeing or demanding or provoking to give or accepting, directly or indirectly on his own or through an intermediary, a bribe of the value exceeding 250 MSLs

shall be punished by a custodial sentence for a term of two up to eight years.

5. A person who carries out the actions provided for in paragraph 1 or 2 of this Article by offering, promising or agreeing to give or giving or by promising or agreeing to accept or demanding or provoking to give or by accepting, directly or indirectly on his own or through an intermediary, a bribe of the value lower than 1 MSL shall be considered to have committed a misdemeanour and

shall be punished by a fine or by restriction of liberty or by arrest.


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shall be punished by a fine or by restriction of liberty or by arrest.

6. A person who commits an act provided for in paragraph 1, 3 or 5 of this Article shall be released from criminal liability where he was demanded or provoked to give a bribe and he, upon offering or promising to give or giving the bribe directly or indirectly on his own or through an intermediary, voluntarily notifies a law enforcement institution thereof within the shortest possible time, but in any case before the delivery of a notice of suspicion raised again him, shall also be released from criminal liability where he promises to give or gives the bribe with the law enforcement institution being aware thereof.

7. Paragraph 6 of this Article shall not apply to a person who offers or promises to give or gives, directly or indirectly on his own or through an intermediary, a bribe to a person referred to in Article 230(2) of this Code.

8. A legal entity shall also be held liable for the acts provided for in paragraphs 1, 2, 3, 4 and 5 of this Article.


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Article 227. Graft

1. A person who, directly or indirectly on his own or through an intermediary, offers, promises or agrees to give or gives a bribe to a civil servant or a person equivalent thereto or a third party in exchange for a desired lawful act or omission of the civil servant or person equivalent thereto in exercising his powers

shall be punished by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to four years.

2. A person who, directly or indirectly on his own or through an intermediary, offers, promises or agrees to give or gives a bribe to a civil servant or a person equivalent thereto or a third party in exchange for a desired unlawful act or omission of the civil servant or person equivalent thereto in exercising his powers

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to five years.

3. A person who carries out the actions provided for in paragraph 1 or 2 of this Article by offering, promising or agreeing to give or giving, directly or indirectly on his own or through an intermediary, a bribe of the value exceeding 250 MSLs

shall be punished by a fine or a custodial sentence for a term of up to seven years.

4. A person who carries out the actions provided for in paragraph 1 or 2 of this Article by offering, promising or agreeing to give or giving, directly or indirectly on his own or through an intermediary, a bribe of the value lower than 1 MSL shall be considered to have committed a misdemeanour and

shall be punished by a fine or by restriction of liberty or by arrest.


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shall be punished by a fine or by restriction of liberty or by arrest.

5. A person who carries out the actions provided for in paragraphs 1, 2, 3, or 4 of this Article shall be held liable in accordance with this Code for seeking, by bribing, both a specific act or omission of a civil servant or a person equivalent to him in exercising his powers, as well as exceptional position or the favour of this person, regardless of how his actions are understood by the civil servant or the person equivalent to him.

6. A person shall be released from criminal liability for grafting where he was demanded or provoked to give a bribe and he, upon offering or promising to give or giving the bribe directly or indirectly on his own or through an intermediary, voluntarily notifies a law enforcement institution thereof within the shortest possible time, but in any case before the delivery of a notice of suspicion raised again him, also where he promises to give or gives the bribe with the law enforcement institution being aware thereof.

7. Paragraph 6 of this Article shall not apply to a person who offers or promises to give or gives, directly or indirectly on his own or through an intermediary, a bribe to a person referred to in Article 230(2) of this Code.

8. A legal entity shall also be held liable for the acts provided for in paragraphs 1, 2, 3 and 4 of this Article.


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Article 228. Abuse of Office

1. A civil servant or a person equivalent thereto who abuses his official position or exceeds his powers, where this incurs major damage to the State, the European Union, an international public organisation, a legal or natural person,

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to five years.

2. A person who commits the act provided for in paragraph 1 of this Article seeking material or another personal gain, in the absence of characteristics of bribery,

shall be punished by a fine or a custodial sentence for a term of up to seven years.

3. A legal entity shall also be held liable for the acts provided for in this Article.

 

Article 2281. Unlawful Registration of Rights to an Item

A civil servant or a person equivalent thereto who, while performing the functions of a registrar in a public register, registers rights to an item

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to five years.

 

Article 229. Failure to Perform Official Duties

A civil servant or a person equivalent thereto who fails to perform his duties through negligence or performs them inappropriately, where this incurs major damage to the State, the European Union, an international public organisation or a legal or natural person,

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to two years.


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Article 230. Interpretation of Concepts

1. The civil servants referred to in this Chapter shall be state politicians, state officials, judges and civil servants under the Law on the Civil Service and other persons who, by way of employment or by holding office on other statutory grounds at state or municipal institutions or agencies, perform the functions of a government representative or have administrative powers, as well as official candidates for such office.

2. A person who, regardless of his status according to legal acts of a foreign state or a international public organisation, performs the functions of a government representative, including judicial functions, has administrative powers or otherwise ensures the implementation of public interest through employment or by holding office on other grounds at an institution or body of a foreign state or of the European Union, an international public organisation or an international judicial institution or a judicial institution of the European Union or a legal person or another organisation controlled by the foreign state, also official candidates for such office shall be held equivalent to a civil servant. Any foreign territory, regardless of its legal status, which covers all levels and areas of governance shall be considered a foreign state.

3. Moreover, a person who is employed or holds office on other statutory grounds in a public or private legal person or another organisation or is engaged in professional activities and has appropriate administrative powers or is entitled to act on behalf of the legal person or another organisation or provides public services, also an arbitrator or jury shall also be held equivalent to a civil servant.


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4. A bribe referred to in this Chapter shall mean an unlawful or unjustified reward expressed in the form of any material or another personal benefit for oneself or for another person (whether tangible or intangible, which have an economic value or market value without such) in exchange for a desired lawful or unlawful act or inaction of a civil servant or a person equivalent thereto in exercising his powers.

5. The exercise of the powers specified in this Chapter shall include any use of the position of a civil servant or a person equivalent to him, regardless of whether this falls within the scope of statutory powers of the civil servant or the person equivalent to him.

6. For the purposes of the application of provisions of Article 72 of this Code, the result of the acts prohibited under Article 226(1), (3) and (5) and Article 227 of this Chapter shall be the property of any type obtained directly or indirectly from such acts, including property benefit arising from a desired act or omission of a civil servant or a person equivalent to him in exercising his powers, regardless of whether it is obtained in the course of an activity which can be carried out lawfully in accordance with the procedure prescribed by legal acts.


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CHAPTER XXXIV

CRIMES AND MISDEMEANOURS AGAINST JUSTICE

 

Article 231. Hindering the Activities of a Judge, Prosecutor, Pre-trial Investigation Officer, Lawyer or Bailiff

1. A person who, in any manner, hinders a judge, a prosecutor, a pre-trial investigation officer, a lawyer or an officer of the International Criminal Court or of another international judicial institution in performing the duties relating to investigation or hearing of a criminal, civil, administrative case or a case of the international judicial institution or hinders a bailiff in executing a court judgment

shall be punished by community service or by a fine or by restriction of liberty or by a custodial sentence for a term of up to two years.

2. A person who commits the act indicated in paragraph 1 of this Article by using violence or another coercion

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to four years.

3. A legal entity shall also be held liable for the acts provided for in this Article.

 

Article 232. Contempt of Court

A person who publicly, in an abusive manner by an action, word of mouth or in writing, humiliates a court or a judge executing justice by reason of their activities

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to two years.


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Article 233. Influence on a Witness, Victim, Expert, Professional or Translator/Interpreter

1. A person who, in any manner, seeks to influence a witness, victim, expert, professional or translator/interpreter so that they would give false testimony, present false conclusions, clarifications or incorrect translations during a pre-trial investigation or in court or before the International Criminal Court or at another international judicial institution or hinders their arrival when summoned to a pre-trial investigation officer, a prosecutor, the court or the International Criminal Court or another international judicial institution

shall be punished by community service or by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to two years.

2. A person who, in any manner, seeks to influence a witness, an expert, a professional or a translator/interpreter so that they would give false testimony, present false conclusions, clarifications or incorrect translation/interpretation during impeachment proceedings to a special investigation commission formed by the Seimas or to the Seimas or hinders their arrival when summoned to the special investigation commission formed by the Seimas or to the Seimas

shall be punished by community service or by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to two years.

3. A person who commits the acts indicated in paragraphs 1 and 2 of this Article by using violence or another coercion

shall be punished by arrest or by a custodial sentence for a term of up to four years.


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shall be punished by arrest or by a custodial sentence for a term of up to four years.

4. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 234. Influence on the Victim to Reconcile with the Offender

A person who seeks to influence the victim, a representative of the State or a legal entity to reconcile with the offender, where this involves the use of violence or another coercion,

shall be punished by arrest or by a custodial sentence for a term of up to four years.


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Article 235. False Complaint, Statement, Report, Testimony, Conclusions and Translation

1. A person who lodges a false complaint, submits a false statement or report about a criminal act or gives false testimony as a witness or a victim, or presents false conclusions or a clarification as an expert or a professional, or as a translator/interpreter provides a false translation/interpretation or a translation/interpretation known to be incorrect during a pre-trial investigation and/or with a court or the International Criminal Court or another international judicial body

shall be punished by community service or by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to two years.

2. A person who, during impeachment proceedings, gives false testimony as a witness, or presents false conclusions or a clarification as an expert or a professional, or as a translator/interpreter makes a false translation or a translation known to be incorrect to a special investigation commission formed by the Seimas or to the Seimas or who submits a false report, clarification, information or data to an ad hoc investigation commission of the Seimas or to a Seimas committee whereto the Seimas has granted the powers of an ad hoc investigation commission

shall be punished by community service or by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to two years.

3. A person who commits the act indicated in paragraph 1 of this Article accusing a person of commission of a serious or grave crime


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3. A person who commits the act indicated in paragraph 1 of this Article accusing a person of commission of a serious or grave crime

shall be punished by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to five years.

4. The victim or a witness shall not be held liable for giving false testimony where, under laws, he has the right to refuse to give testimony, however was not made familiar with this right before questioning.


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Article 236. False Denunciation or Report about a Non-Existent Crime

1. A person who falsely denounces before an authority or officer empowered to initiate prosecution an innocent person to have committed a criminal act, where this results in initiation of prosecution against the person, or who reports a crime known to be non-existent

shall be punished by community service or by a fine or by a custodial sentence for a term of up to two years.

2. A person who carries out the actions provided for in paragraph 1 of this Article and forges evidence for the initiation of prosecution against a person

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to five years.

 

Article 237. Concealment of a Crime or the Perpetrator

1. A person who, without prior arrangement, conceals, destroys or obliterates the evidence, tools or means of a serious or grave crime committed by another person, the items obtained by criminal means, other articles which are connected with the concealed crime and which have evidential value or conceals the perpetrator

shall be punished by community service or by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to two years.

2. The close relatives and family members of the perpetrator shall not be held liable for the acts provided for in this Article.


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Article 238. Failure to Report a Crime

1. A person who, without a valid reason, fails to report to a law enforcement agency or to a court a grave crime known to him, either in progress or already committed,

shall be punished by community service or by a fine or by arrest or by a custodial sentence for a term of up to one year.

2. The close relatives and family members of the perpetrator shall not be held liable for a failure to report a crime.

 

Article 239. Disrupting the Work of a Place of Detention

1. A person who, while held in detention, in custody or serving the sentence of arrest, a custodial sentence or a life custodial sentence, terrorises another person or persons confined in a place of detention

shall be punished by a custodial sentence for a term of up to six years.

2. A person who, while held in detention, in custody or serving the sentence of arrest, a custodial sentence or life custodial sentence, organises riots among other persons confined in a place of detention, where they result in a serious bodily harm or loss of life or incur major property damage or cause other serious consequences, also a person who takes an active part in such riots

shall be punished by a custodial sentence for a term of three up to fifteen years.


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Article 240. Freeing a Prisoner

A person who, through the use of violence against guards or abuse of trust or by deceit, frees a person held in detention, in custody or serving the sentence of arrest or a custodial sentence or a custodial life sentence

shall be punished by arrest or by a custodial sentence for a term of up to six years.

 

Article 241. Escape of a Prisoner

1. A person who, while held in detention, in custody or serving the sentence of arrest, a custodial sentence or a life custodial sentence, escapes from his place of detention

shall be punished by arrest or by a custodial sentence for a term of up to three years.

2. A person who carries out the actions provided for in paragraph 1 of this Article by using violence against guards or other persons or incurring major property damage to his place of detention

shall be punished by a custodial sentence for a term of up to five years.

 

Article 242. Evasion of Serving the Sentence of Arrest or a Custodial Sentence or of Return to the Place of Pre-Trial Detention

A person who, having been sentenced to arrest or custodial sentence, but not yet arrested, evades serving of the imposed penalty or, having been temporarily released from a short-term detention facility or a place of detention or a place of pre-trial detention, fails to timely return without a valid reason

shall be punished by a fine or by a custodial sentence for a term of up to two years.


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Article 243. Evasion of Serving a Non-Custodial Sentence or of Complying with Penal Sanctions

A person who evades serving of a non-custodial sentence or complying with a penal sanction (with the exception of confiscation of property) shall be considered to have committed a misdemeanour and

shall be punished by a fine or by arrest.

 

Article 244. Failure to Comply with a Penalty Imposed upon a Legal Entity

The employee of a legal entity who is responsible for compliance with a penalty imposed upon this legal entity and who fails to comply therewith shall be considered to have committed a misdemeanour and

shall be punished by community service or by a fine or by arrest.

 

Article 245. Failure to Comply with a Court’s Decision Not Associated with a Penalty

A person who fails to comply with a court’s decision not associated with a penalty shall be considered to have committed a misdemeanour and

shall be punished by community service or by a fine or by restriction of liberty or by arrest.


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Article 246. Conveyance, Concealment, Destruction of or Damage to a Distrained or Seized Property or a Property Subject to a Temporary Restriction of the Right of Ownership

1. A person who conceals, destroys or damages a distrained or seized property which has been entrusted to him or a property which is subject to a temporary restriction of the right of ownership or who unlawfully conveys this property to another person

shall be punished by community service or by a fine or by arrest or by a custodial sentence for a term of up to three years.

2. A person who conceals, destroys or damages a distrained or seized property of a high value which has been entrusted to him or a property of a high value which is subject to a temporary restriction of the right of ownership or who unlawfully conveys this property to another person

shall be punished by a custodial sentence for a term of up to seven years.

 

Article 247. Unauthorised Disclosure of Pre-Trial Investigation Data

A person who discloses pre-trial investigation data prior to the hearing of a case at a court sitting without the authorisation of a judge, a prosecutor or a pre-trial investigation officer investigating this case shall be considered to have committed a misdemeanour and

shall be punished by community service or by a fine or by restriction of liberty or by arrest.


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Article 248. Interpretation of Concepts

1. Close relatives shall be parents/adoptive parents, children/adopted children, brothers, sisters, grand parents and grand children.

2. Family members of the perpetrator shall be the parents/adoptive parents, children/adopted children, brothers, sisters and their spouses living together with him, also the spouse of the perpetrator or the person living with him in common law/partnership and parents of the spouse.

3. Law enforcement institutions shall be the police, other bodies of pre-trial investigation and the prosecutor’s office, also entities of criminal intelligence.

4. The property as provided for in this Chapter shall be considered to be of a high value where its value exceeds the amount of 250 MSLs.

 

CHAPTER XXXV

CRIMES AGAINST PUBLIC SECURITY


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CHAPTER XXXV

CRIMES AGAINST PUBLIC SECURITY

 

Article 249. Criminal Association

1. A person who participates in the activities of a criminal association

shall be punished by a custodial sentence for a term of three up to fifteen years.

2. A person who participates in the activities of a criminal association armed with firearms, explosives or explosive materials

shall be punished by a custodial sentence for a term of six up to twenty years or by a life custodial sentence.

3. A person who organises the criminal associations provided for in paragraph 1 or 2 of this Article or is the leader thereof

shall be punished by a custodial sentence for a period of ten up to twenty years or by a life custodial sentence.

4. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 2491. Establishment and Activities of Groups Having the Aim of Committing Terrorist Crimes

1. A person who establishes an organised group having the aim of committing terrorist crimes or is the leader thereof or participates in the activities of this group

shall be punished by a custodial sentence for a term of up to eight years.

2. A person who participates in the activities of a terrorist group having the aim of committing terrorist crimes

shall be punished by a custodial sentence for a term of five up to fifteen years.

3. A person who participates in the activities of a terrorist group armed with firearms, explosives, explosive, radioactive, biological or chemical harmful substances, preparations or micro-organisms

shall be punished by a custodial sentence for a period of ten up to twenty years or by a life custodial sentence.

4. A person who organises a terrorist group provided for in paragraph 2 or 3 of this Article or is the leader thereof

shall be punished by a custodial sentence for a term of twelve up to twenty years or by a life custodial sentence.

5. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 250. Act of Terrorism

1. A person who, for terrorist purposes, produces, acquires, keeps, transports, transfers or otherwise has at his disposal a firearm, ammunition, explosives, explosive, nuclear or radioactive materials and other sources of ionizing radiation, also a person who, for terrorist purposes, develops, produces, acquires, keeps, transports, transfers or otherwise has at his disposal chemical or biological weapons or chemical substances or their precursors, micro-organisms and other biological substances or toxins used for the production of chemical or biological weapons

shall be punished by a custodial sentence for a term of up to eight years.

2. A person who, for terrorist purposes, causes a flood or disruption of supply of water, energy or other resources, or causes an explosion of, sets on fire or otherwise destroys or causes damage to property on a large scale, or breach security of an information system or electronic data of considerable importance for state governance, the economy or the financial system, or spreads radioactive, biological or chemical hazardous substances, preparations or micro-organisms, where this causes or could have caused serious consequences, as well as a person who, for terrorist purposes, causes a minor impairment to the health of one or more persons or poses a threat to the life or health of a large number of people

shall be punished by a custodial sentence for a term of up to ten years.

3. A person who, for terrorist purposes, causes a serious impairment to the health of one or more persons

shall be punished by a custodial sentence for a term of three up to fifteen years.


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shall be punished by a custodial sentence for a term of three up to fifteen years.

4. A person who kills one or more persons for terrorist purposes

shall be punished by a custodial sentence for a term of eight up to twenty years or by a life custodial sentence.

5. A person who commits an act provided for in paragraph 2, 3 or 4 of this Article, where it is directed against an object of strategic importance for national security or causes grave consequences,

shall be punished by a custodial sentence for a period of ten up to twenty years or by a life custodial sentence.

6. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 2501. Incitement to Terrorism

1. A person who publicly solicits or instigates to commit terrorist crimes or expresses contempt for victims of such crimes

shall be punished by arrest or by a custodial sentence for a term of up to four years.

2. A legal entity shall also be held liable for the acts provided for in this Article.

 

Article 2502. Recruitment for Terrorism

1. A person who recruits another person to commit a terrorist crime or participate in the commission of the terrorist crime or participate in the activities of a group seeking to commit terrorist crimes

shall be punished by a custodial sentence for a term of up to seven years.

2. A legal entity shall also be held liable for the acts provided for in this Article.

 

Article 2503. Threatening to Commit a Terrorist Crime

1. A person who threatens to commit a terrorist crime, where there is a sufficient basis for believing that the threat may be fulfilled,

shall be punished by a custodial sentence for a term of up to five years.

2. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 2504. Financing and Support of Terrorist Activities

1. A person who directly or indirectly raises, accumulates or provides funds or other assets or provides other material support to another person, with knowledge or with intent that the assets, support or part thereof would be used to prepare or commit a terrorist crime or a terrorist-related crime or to support one or more terrorists or a group seeking to commit terrorist crimes or the persons or groups recruiting, preparing terrorists or otherwise participating in terrorist activities

shall be punished by a custodial sentence for a term of up to ten years.

2. A legal entity shall also be held liable for the acts provided for in this Article.

 

Article 2505. Terrorist Training and Learning for Terrorist Purposes

1. A person who provides another person with the special knowledge or skills necessary to prepare, commit a terrorist crime or participate in the commission of a terrorist crime, while being aware that the person intends to use the knowledge or skills thus provided for terrorist purposes, as well as a person who, with the aim of using the acquired knowledge or skills for terrorist purposes, systematically collects special knowledge or acquires special skills necessary to prepare, commit the terrorist crime or to participate in the commission of the terrorist crime

shall be punished by a custodial sentence for a term of up to seven years.

2. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 2506. Travel for terrorist purposes

1. A person who enters the Republic of Lithuania or travels to another state for the purpose of preparing or committing a terrorist crime or participating in the commission of a terrorist crime or participating in the activities of a group having the aim of committing terrorist crimes or training terrorists or studying for terrorist purposes

shall be punished by a custodial sentence for a term of up to five years.

2. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 251. Hijacking an Aircraft, Vessel or Another Public or Freight  Vehicle or Fixed Platform on the Continental Shelf

1. A person who hijacks an aircraft, vessel or fixed platform on the continental shelf

shall be punished by arrest or by a custodial sentence for a term of up to five years.

2. A person who hijacks an aircraft, ship or fixed platform on the continental shelf by using physical violence or threatening the use of violence

shall be punished by a custodial sentence for a term of three up to eight years.

3. A person who hijacks an aircraft, vessel or another public or freight vehicle or fixed platform on a continental shelf by using a firearm, explosive or another means posing a threat to the life or health of the crew or passengers of the aircraft, vessel or another public or freight vehicle or the persons present on the fixed platform on the continental shelf

shall be punished by a custodial sentence for a term of five up to ten years.

4. A person who commits an act provided for in paragraph 1, 2 or 3 of this Article for terrorist purposes

shall be punished by a custodial sentence for a term of five up to fifteen years.

5. A person who commits an act provided for paragraph 1, 2, 3 or 4 of this Article, where this results in an accident, breakdown or causes other grave consequences,

shall be punished by a custodial sentence for a period of ten up to twenty years or by a life custodial sentence.

6. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 2511. Piracy

1. A crew member or a passenger of a civilian vessel or aircraft who, seeking material or another personal gain, at sea or in another territory excluded from the jurisdiction of any state unlawfully detains another vessel or aircraft, a person, a group of persons or property other than his own on board the vessel or aircraft or uses against the person or group of persons other physical or mental coercion

shall be punished by a custodial sentence for a term of four up to eight years.

2. A crew member of a vessel of war, a state vessel or aircraft who causes a mutiny resulting in the takeover of control of the vessel or aircraft or participates in the mutiny and commits an act provided for in paragraph 1 of this Article or a person who commits the act provided for in paragraph 1 of this Article using a firearm, explosive or another tool or means posing a threat to human life or health

shall be punished by a custodial sentence for a term of six up to ten years.

3. A person who commits the acts indicated in paragraph 1 or 2 of this Article, where this causes grave consequences,

shall be punished by a custodial sentence for a period of ten up to twenty years or by a life custodial sentence.

4. A person who uses a vessel or aircraft while being aware that it has been used for the commission of the acts referred to in paragraph 1, 2 or 3 of this Article, and the vessel or aircraft is controlled by the persons who have committed these acts

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to five years.


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shall be punished by a fine or by arrest or by a custodial sentence for a term of up to five years.

5. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 252. Hostage Taking

1. A person who kidnaps or holds hostage a person and demands that an international public organisation, the State or an institution thereof perform or abstain from performing an action, also a person who threatens the immediate killing or causing bodily harm to the person held hostage unless he is provided conditions to avoid detention,

shall be punished by a custodial sentence for a term of three up to ten years.

2. A person who commits the act provided for in paragraph 1 of this Article, where he kidnaps or holds hostage two or more persons,

shall be punished by a custodial sentence for a term of five up to fifteen years.

3. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 2521. Interpretation of Concepts

1. A crime referred to in Article 250 of this Code and the crimes referred to in Articles 251 and 252 of this Code, if committed for terrorist purposes, shall be deemed terrorist crimes.

2. Crimes related to terrorist activities shall be the crimes referred to in Articles 2491, 2501, 2502, 2503, 2504 and 2506 of this Code, also the crimes referred to in Articles 178, 180, 181 and 300 of this Code, where they are committed with the aim of obtaining funds, tools or means for the commission of terrorist crimes or supporting the activities of a group whose purpose is to commit the terrorist crimes.

3. Terrorist purposes shall be an intention to intimidate the public or a part thereof or unduly compel an international public organisation, the State or an institution thereof to perform or abstain from performing an action, or destabilise or destroy the fundamental constitutional, political, economic or social structures of the State or the international public organisation.

 

CHAPTER XXXVI

CRIMES AND MISDEMEANOURS RELATING TO POSSESSION OF WEAPONS, AMMUNITION, EXPLOSIVES, EXPLOSIVE OR RADIOACTIVE MATERIALS

OR MILITARY EQUIPMENT


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Article 253. Unlawful Possession of Firearms, Ammunition, Explosives or Explosive Materials

1. A person who, without an authorisation, acquires, stores, carries, transports or handles a firearm, ammunition, explosives or explosive materials

shall be punished by arrest or by a custodial sentence for a term of up to five years.

2. A person who, without an authorisation, produces, acquires, stores, carries, transports or handles at least three firearms, the ammunition, explosives or explosive materials of a large explosive power or in a large quantity

shall be punished by a custodial sentence for a term of four up to eight years.

 

Article 2531. Unlawful Intermediation in the Transfer of Military Equipment

1. A person who, without an authorisation, acts as an intermediary in transferring military equipment to a state non-Member State of the European Union

shall be punished by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to three years.

2. A legal entity shall also be held liable for an act provided for in this Article.


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Article 254. Seizure of a Firearm, Ammunition, Explosives or Explosive Materials

1. A person who seizes a firearm, ammunition, explosives or explosive materials

shall be punished by arrest or by a custodial sentence for a term of up to seven years.

2. A person who, by using physical or mental violence, seizes a firearm, ammunition, explosives or explosive materials or, in any manner, seizes more than two firearms, the ammunition, explosives or explosive materials of a large explosive power or in a large quantity

shall be punished by a custodial sentence for a term of six up to ten years.

 

Article 255. Infringement of Regulations Governing the Storage of a Firearm, Ammunition, Explosives or Explosive Materials

1. A person who infringes regulations governing the storage of a lawfully held firearm, ammunition, explosives or explosive materials and thereby provides conditions for another person to make unlawful use thereof shall be considered to have committed a misdemeanour and

shall be punished by a fine or by restriction of liberty or by arrest.

2. A person shall be held liable under this Article only where the acts provided for are committed through negligence.

3. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 256. Unlawful Possession of Nuclear or Radioactive Materials or Other Sources of Ionising Radiation

1. A person who seizes or otherwise unlawfully acquires, produces, imports, exports, transports, stores, keeps, processes, uses, disarranges, disposes or otherwise unlawfully manages the nuclear or radioactive materials or other sources of ionising radiation of any form and in any physical condition

shall be punished by arrest or by a custodial sentence for a term of up to four years.

2. A person who commits the acts indicated in paragraph 1 of this Article, where this causes serious consequences,

shall be punished by a custodial sentence for a term of two up to ten years.

3. The acts provided for in paragraphs 1 and 2 of this Article shall be criminal also where they are committed through negligence.

4. A legal entity shall also be held liable for the acts provided for in this Article.

 

Article 2561. Threat to Use or Otherwise Influence or Unlawfully Acquire Nuclear or Radioactive Materials or Other Sources of Ionising Radiation

1. A person who threatens to use or otherwise influence the nuclear or radioactive materials or other sources of ionising radiation of any form and in any physical condition so that they pose a threat to human life, health or the environment or threatens to seize or otherwise unlawfully acquire these sources

shall be punished by arrest or by a custodial sentence for a term of up to four years.

2. A legal entity shall also be held liable for an act provided for in this Article.


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Article 257. Infringement of Regulations Governing Lawful Possession of Nuclear or Radioactive Materials or Other Sources of Ionising Radiation

1. A person who infringes regulations governing the storage, use and transportation of the nuclear or radioactive materials or other sources of ionising radiation of any form and in any physical condition, where this could have caused serious consequences,

shall be punished by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to three years.

2. A legal entity shall also be held liable for an act provided for in this Article.

3. The act provided for in this Article shall be considered as criminal also where it has been committed through negligence.

 

Article 2571. Production of Installations for the Production of Explosive Materials, Explosives or Radioactive Materials or Development or Distribution of Production Technologies or Specifications Thereof

1. A person who unlawfully produces, stores, transports, transfers or handles machinery or other installations directly intended or adapted for the production of explosive materials, explosives or radioactive materials or unlawfully develops or distributes technologies or specifications of the production of explosive materials, explosives or radioactive materials

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to four years.

2. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 258. Unlawful Possession of a Non-Firearm

1. A person who unlawfully produces for the purpose of handling or handles a non-firearm or another device adapted for causing bodily harm to people

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to one year.

2. A person who unlawfully acquires or carries a non-firearm or another device adapted for causing bodily harm to people shall be considered to have committed a misdemeanour and

shall be punished by a fine or by arrest.

 

CHAPTER XXXVII

CRIMES AND MISDEMEANOURS RELATING TO POSSESSION OF NARCOTIC OR PSYCHOTROPIC, TOXIC OR HIGHLY ACTIVE SUBSTANCES


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Article 259. Unlawful Possession of Narcotic or Psychotropic Substances for the Purpose Other than Distribution

1. A person who unlawfully produces, processes, acquires, stores, transports or forwards narcotic or psychotropic substances for the purpose other than selling or otherwise distributing them

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to two years.

2. A person who unlawfully produces, processes, acquires, stores, transports or forwards a small quantity of narcotic or psychotropic substances for the purpose other than selling or otherwise distributing them shall be considered to have committed a misdemeanour and

shall be punished by community service or by restriction of liberty or by a fine or by arrest.

3. A person who voluntarily applies to a health care establishment for medical aid or addresses a state institution in order to submit the narcotic or psychotropic substances which have been unlawfully produced, acquired, stored for the purpose other than distribution shall be released from criminal liability for the production, acquisition and storage of the consumed or submitted narcotic or psychotropic substances.


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Article 260. Unlawful Possession of Narcotic or Psychotropic Substances for the Purpose of Distribution Thereof or Unlawful Possession of a Large Quantity of Narcotic or Psychotropic Substances

1. A person who unlawfully produces, processes, acquires, stores, transports or forwards narcotic or psychotropic substances for the purpose of selling or otherwise distributing them or sells or otherwise distributes narcotic or psychotropic substances

shall be punished by a custodial sentence for a term of two up to eight years.

2. A person who unlawfully produces, processes, acquires, stores, transports or forwards a large quantity of narcotic or psychotropic substances for the purpose of selling or otherwise distributing them or sells or otherwise distributes a large quantity of narcotic or psychotropic substances

shall be punished by a custodial sentence for a term of eight up to ten years.

3. A person who unlawfully produces, processes, acquires, stores, transports, forwards, sells or otherwise distributes a very large quantity of narcotic or psychotropic substances

shall be punished by a custodial sentence for a term of ten up to fifteen years.

4. A legal entity shall also be held liable for the acts provided for in this Article.

 

Article 261. Distribution of Narcotic or Psychotropic Substances among Minors

A person who distributes narcotic or psychotropic substances among minors

shall be punished by a custodial sentence for a term of three up to twelve years.


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Article 262. Production of Installations for the Production of Narcotic or Psychotropic Substances or Development of Technologies or Specifications for the Production of Narcotic or Psychotropic Substances

A person who unlawfully produces, stores, transports or handles machinery or other installations for the production of narcotic or psychotropic substances or unlawfully develops or distributes technologies or specifications for the production of narcotic or psychotropic substances

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to four years.

 

Article 263. Theft, Extortion of Narcotic or Psychotropic Substances or Other Unlawful Taking Possession

1. A person who steals, takes possession of by deceit (fraud) or misappropriates the narcotic or psychotropic substances entrusted to him or held at his disposal

shall be punished by arrest or by a custodial sentence for a term of up to five years.

2. A person who extorts or seizes narcotic or psychotropic substances through the use of physical or mental violence

shall be punished by a custodial sentence for a term of three up to ten years.

3. A person who, by carrying out the actions indicated in paragraph 1 or 2 of this Article, takes possession of a large quantity of narcotic or psychotropic substances or takes possession of narcotic or psychotropic substances by participating in an organised group

shall be punished by a custodial sentence for a term of five up to fifteen years.


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Article 264. Inducing the Use of Narcotic or Psychotropic Substances

1. A person who assists a person in the acquisition of, forces, induces or otherwise habituates a person to the use of narcotic or psychotropic substances for purposes other than medical treatment

shall be punished by arrest or by a custodial sentence for a term of up to five years.

2. A person who assists a minor in the acquisition of, forces, induces or otherwise habituates him to the use of narcotic or psychotropic substances for purposes other than medical treatment

shall be punished by a custodial sentence for a term of three up to ten years.

 

Article 265. Illegal Cultivation of Poppies or Hemp

1. A person who, in violation of the established procedure, grows a large quantity of poppies, hemp or other plants listed as narcotic or psychotropic substances

shall be punished by community service or by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to five years.

2. A legal entity shall also be held liable for an act provided for in this Article.


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Article 266. Unlawful Possession of Category I Precursors of Narcotic or Psychotropic Substances

1. A person who unlawfully produces, acquires, stores, transports, forwards or sells or otherwise handles Category I precursors of narcotic or psychotropic substances

shall be punished by a fine or by a custodial sentence for a term of up to three years.

2. A person who unlawfully produces, acquires, stores, transports, forwards or sells or otherwise handles a large quantity of Category I precursors of narcotic or psychotropic substances

shall be punished by a custodial sentence for a term of three up to six years.

3. A person who unlawfully produces, acquires, stores, transports, forwards or sells or otherwise handles a very large quantity of Category I precursors of narcotic or psychotropic substances

shall be punished by a custodial sentence for a term of six up to ten years.

4. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 267. Unlawful Possession of Highly Active or Toxic Substances

1. A person who unlawfully produces, acquires, stores, transports, handles highly active or toxic substances

shall be punished by community service or by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to three years.

2. A person who unlawfully produces, acquires, stores, transports or handles toxic chemical substances used as chemical weapons, chemical substances or precursors thereof for the production of chemical weapons or for other purposes prohibited by the Law on the Prohibition of Chemical Weapons

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to five years.

3. A legal entity shall also be held liable for the acts provided for in this Article.

 

Article 2671. Creation or Unlawful Possession of Biological Weapons

1. A person who unlawfully creates, produces, acquires, stores, transports, sells or otherwise conveys biological weapons or the micro organisms or other biological substances or toxins used for production thereof

shall be punished by a fine or a custodial sentence for a term of up to seven years.

2. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 268. Infringement of Regulations Governing Lawful Possession of Psychotropic, Highly Active or Toxic Substances

1. A person who violates the regulations governing the production, storage, accounting, issuance, transportation or forwarding of narcotic, psychotropic, highly active or toxic substances, where this results in the seizure of these substances or their becoming an object of illegal trade otherwise,

shall be punished by community service or by a fine or by arrest or by a custodial sentence for a term of up to two years.

2. A legal entity shall also be held liable for the acts provided for in this Article.

3. A person shall be held liable under this Article only where the acts provided for are committed through negligence.

 

Article 269. Interpretation of Concepts

1. The narcotic and psychotropic substances indicated in this Chapter shall be the substances entered in the lists of narcotic and psychotropic substances approved by the Ministry of Health of the Republic of Lithuania.

2. The quantity of narcotic or psychotropic substances to be considered as small, large and very large shall be determined on the basis of the recommendations approved by the Ministry of Health of the Republic of Lithuania.

3. The quantity of Category I of precursors of narcotic and psychotropic substances to be regarded as large and very large shall be determined in compliance with recommendations approved by a body authorised by the Government of the Republic of Lithuania and responsible for licensing of activities related to Category I precursors of narcotic and psychotropic substances.


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Article 270. Infringement of Regulations Governing the Protection of the Environment or Use of Natural Resources or the Maintenance or Operation of Structures wherein Hazardous Substances are Used or Stored or wherein Potentially Hazardous Installations are Kept or Potentially Dangerous Works are Performed

1. A person who infringes regulations,as stipulated by legal acts, for the protection of the environment or use of natural resources or the maintenance or operation of structures wherein hazardous substances are used or stored or wherein potentially hazardous installations are kept or potentially dangerous works are performed, where this poses a hazard to human life or health or could incur major damage to air, soil, water, fauna or flora or causes other serious consequences for the environment,

shall be punished by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to three years.

2. A person who commits the act referred to in paragraph 1 of this Article or systematically infringes regulations,as stipulated by legal acts, for the protection of the environment or use of natural resources or the maintenance or operation of structures wherein hazardous substances are used or stored or wherein potentially hazardous installations are kept or potentially dangerous works are performed, where this incurs major damage to air, soil, water, fauna or flora or causes other serious consequences for the environment,

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to six years.

3. A legal entity shall also be held liable for the acts provided for in this Article.


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3. A legal entity shall also be held liable for the acts provided for in this Article.

4. The acts provided for in paragraph 1 of this Article shall be criminal also where they are committed through negligence.


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Article 2701. Unlawful Possession of Ozone-Depleting Substances and Mixtures Thereof

1. A person who unlawfully produces, imports, exports, uses or places on the market ozone-depleting substances or mixtures thereof

shall be punished by community service or by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to two year.

2. A legal entity shall also be held liable for the acts provided for in this Article.

 

Article 2702. Unlawful Transportation of Waste across the State Border

1. A person who, without an authorisation or by otherwise violating provisions of legal acts, transports across the state border of the Republic of Lithuania fifty or more tons of non-hazardous waste intended for handling or disposal

shall be punished by community service or by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to one year.

2. A person who, without an authorisation or by otherwise violating provisions of legal acts, transports across the state border of the Republic of Lithuania fifty or more tons of hazardous waste intended for handling or disposal

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to three years.

3. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 2703. Marine Pollution from Ships

1. A person who, in violation of the regulations contained in Annexes I and II of the International Convention for the Prevention of Pollution from Ships (MARPOL 73/78), discharges polluting substances from ships in the high seas or any other area beyond the jurisdiction of any state, the exclusive economic zone of the Republic of Lithuania and other European Union Member States, the territorial sea, the straits used for international navigation, to the extent that these Member States exercise jurisdiction over such straits, and the internal waters, including ports, where it results in deterioration in the quality of water,

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to three years.

2. The act provided for in paragraph 1 of this Article shall be criminal also where it is committed through negligence.

3. A legal entity shall also be held liable for an act provided for in this Article.


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Article 271. Destruction or Devastation of Protected Areas or Objects of Natural Heritage

1. A person who destroys or devastates a state park, strict reserve, reserve or another natural area protected by the State, a protected natural or species habitat located therein or a territorial complex of natural heritage for the protection whereof this area has been established, or an object of natural heritage

shall be punished by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to five years.

2. The acts provided for in paragraph 1 of this Article shall be criminal also where they are committed through negligence.

3. A legal entity shall also be held liable for the acts provided for in this Article.

 

Article 2711. Infringement of Provisions of Legal Acts Regulating Construction

1. A person who engages in unauthorised construction or otherwise infringes the provisions of legal acts regulating construction, where this results in an accident related to a construction works and a person’s death or a severe impairment to the person’s health, or incurs extensive damage to the environment or massive property damage to a person,

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to six years.

2. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 272. Unlawful Hunting or Fishing or Other Use of Wild Fauna Resources

1. A person who undertakes hunting or fishing during a prohibited period, in prohibited places or in a prohibited manner, by prohibited tools, means or otherwise unlawfully uses or destroys wild fauna resources and causes major damage to the fauna, also a person who undertakes fishing using electric or ultrasonic fishing gear

shall be punished by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to two years.

2. A person who unlawfully destroys, injures or takes from the natural environment the wild fauna of strictly protected species, acquires, stores, transports, handles or uses for commercial purposes the wild fauna of strictly protected species, parts thereof or the products made thereof, where this act does not cause major damage to the species conservation status of the wild fauna of strictly protected species and such act is associated with a small amount of the wild fauna of strictly protected species,

shall be punished by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to three years.

3. A person who unlawfully destroys, injures, takes from the natural environment, catches or otherwise acquires, stores, processes, transports, handles or otherwise uses a large amount of the wild fauna of protected species, parts thereof or the products made thereof or causes by this act major damage to the species conservation status of the wild fauna of protected species or commits this act for commercial purposes


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shall be punished by a fine or by arrest or by a custodial sentence for a term of up to four years.

4. A person who unlawfully produces, acquires, stores, transports or handles electric or ultrasonic fishing devices shall be considered to have committed a misdemeanour and

shall be punished by a fine or by restriction of liberty or by arrest.

5. A legal entity shall also be held liable for the acts provided for in this Article.

6. The acts provided for in paragraphs 1, 2 and 3 of this Article shall be considered as criminal also where they have been committed through negligence.


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Article 273. Unauthorised Forest Logging or Destruction of Marshes

1. A person who, without an authorisation, fells, destroys or damages a wooded land area of over 500 solid cubic metres of trees or drains a marsh

shall be punished by community service or by a fine or by arrest or by a custodial sentence for a term of up to two years.

2. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 274. Unlawful Picking, Destruction, Handling or Other Possession of Protected Wild Flora, Fungi or Parts Thereof

1. A person who unlawfully destroys, injures, takes from the natural environment or otherwise picks or acquires, stores, processes, transports, handles or otherwise uses a large amount of the wild flora, fungi of protected species, parts thereof or the products made thereof or causes by this act major damage to the species conservation status of the wild flora or fungi of protected species or commits this act for commercial purposes

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to three years.

2. A person who unlawfully destroys, injures, takes from the natural environment or otherwise picks the wild flora, fungi of strictly protected species, acquires, stores, transports, handles or uses for commercial purposes the wild flora, fungi of strictly protected species, parts thereof or the products made thereof, where this act does not cause major damage to the species conservation status of the wild flora or fungi of strictly protected species and such an act is associated with a small amount of the wild flora or fungi of strictly protected species, shall be considered to have committed a misdemeanour and

shall be punished by community service or by a fine.

3. A legal entity shall also be held liable for the acts provided for in this Article.

4. The acts provided for in paragraphs 1 and 2 of this Article shall be criminal also where they are committed through negligence.


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Article 275. Unauthorised Pharmaceutical Activities

1. A person who, without an authorisation, manufactures medicines or medicinal substances for the purpose of handling them, where the use thereof could have posed a threat to human health or life, also a person who handles these pharmaceutical products

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to two years.

2. A person who, without an authorisation, manufactures medicines or medicinal substances for the purpose of handling them, also a person who handles these pharmaceutical products, where the use thereof results in a person’s death or a serious impairment to a person’s health

shall be punished by a custodial sentence for a term of up to eight years.

3. The acts provided for in paragraph 1 of this Article shall be criminal also where they are committed through negligence.

4. A person shall be held liable under paragraph 2 of this Article only where the acts provided for are committed through negligence.

5. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 276. Production of or Trading in the Products Harmful to Human Health or Life

1. A person who produces, for the purpose of handling, food products of a substance evidently inappropriate for and harmful to human health or life or containing harmful additives, also a person who sells or otherwise handles such products

shall be punished by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to two years.

2. A person who produced, for the purpose of handling, food products of a substance evidently inappropriate for and harmful to human health or life or containing harmful additives, also a person who sells or otherwise handles such products, where consumption thereof results in a person’s death or a serious impairment to a person’s health,

shall be punished by a custodial sentence for a term of up to eight years.

3. The act provided for in paragraph 1 of this Article shall be criminal also where it is committed through negligence.

4. A person shall be held liable under paragraph 2 of this Article only where the acts provided for are committed through negligence.

5. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 2761. Unlawful Possession of the Substances Indicated in the Law of the Republic of Lithuania on Control of Certain Doping Substances for the Purpose of Distribution Thereof

1. A person who unlawfully produces, processes, acquires, stores, transports or forwards the substances indicated in the Law of the Republic of Lithuania on Control of Certain Doping Substances for the purpose of selling or otherwise distributing them or who sells or otherwise distributes them

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to four years.

2. A legal entity shall also be held liable for the acts provided for in this Article.

 

Article 2762. Distribution among Minors of the Substances Indicated in the Law of the Republic of Lithuania on Control of Certain Doping Substances

A person who distributes among minors, for purposes other than medical treatment, the substances indicated in the Law of the Republic of Lithuania on Control of Certain Doping Substances

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to three years.


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Article 2763. Inducing the Use of the Substances Indicated in the Law of the Republic of Lithuania on Control of Certain Doping Substances

A person who assists a person in the acquisition of, forces, induces or otherwise habituates a person to the use, for purposes other than medical treatment, of the substances indicated in the Law of the Republic of Lithuania on Control of Certain Doping Substances

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to two years.

 

Article 277. Violation of the Regulations Governing Control of Epidemics or Contagious Diseases

1. A person who violates requirements of the legal acts regulating health care or the regulations of control of contagious disease prevention, where this results in the spread of a disease or causes an epidemic,

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to three years.

2. A person who, having been informed by a medical establishment about his illness and warned of the protective measures which he must observe while communicating with people, exposes another person to the danger of becoming infected with a dangerous infectious disease shall be considered to have committed a misdemeanour and

shall be punished by community service or by a fine or by restriction of liberty or by arrest.

3. A person shall be held liable under this Article only where the acts provided for are committed through negligence.

4. A legal entity shall also be held liable for an act provided for in paragraph 1 of this Article.


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Article 2771. Interpretation of Concepts

The wild fauna, flora and fungi of strictly protected species shall be as follows:

1) the wild fauna, flora and fungi of protected species listed among the fauna, flora and fungi species protected by the Republic of Lithuania and attributed to the categories of 0(Ex), 1(E) and 2(V);

2) the wild fauna and flora of the species listed in Annexes A and B of Council Regulation (EC) No 338/97 of 9 December 1996 on the protection of species of wild fauna and flora by regulating trade therein;

3) the wild fauna and flora of the protected species listed in Annex IV of Council Directive 92/43/EEC of 21 May 1992 on the conservation of natural habitats and of wild fauna and flora;

4) the wild birds referred to in Annex I of Council Directive 79/409/EEC of 2 April 1979 on the conservation of wild birds and in Article 4(2) of this Directive.

 

CHAPTER XXXIX

CRIMES AND MISDEMEANOURS
AGAINST TRAFFIC SAFETY


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CHAPTER XXXIX

CRIMES AND MISDEMEANOURS
AGAINST TRAFFIC SAFETY

 

Article 278. Improper Maintenance or Repair of Vehicles or Roads and the Facilities Located Thereon

1. A person who inappropriately performs the maintenance or repairs of railway vehicles, water- or air-borne vehicles or roads, the alarm or communications facilities located on the roads, a gas pipeline, oil pipeline, power or communications lines, where this causes serious bodily harm to a person or incurs major property damage,

shall be punished by arrest or by a custodial sentence for a term of up to five years.

2. A person who commits the act provided for in paragraph 1 of this Article, where this results in a person's death or causes serious bodily harm to persons or incurs massive property damage,

shall be punished by a custodial sentence for a term of three up to eight years.

3. A person who commits the act provided for in paragraph 1 of this Article, where this does not result in serious consequences, but there exists a real risk thereof, shall be considered to have committed a misdemeanour and

shall be punished by community service or by a fine or by restriction of liberty or by arrest.

4. A person shall be held liable under paragraphs 1 and 2 of this Article only where the acts provided for are committed through negligence.

5. The act provided for in paragraph 3 of this Article shall be criminal also where it is committed through negligence.


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Article 279. Violation of International Flight Regulations

A member of the crew of an aircraft or another facility designed for flying who violates the international flight regulations by flying into the Republic of Lithuania or flying out of the Republic of Lithuania

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to two years.

 

Article 280. Damage to Vehicles or Roads and the Facilities Located Thereon

1. A person who dismantles or damages a vehicle or a road, a gas pipeline, oil pipeline, power or communications line, a facility, communications or alarm equipment located therein, where this was likely to result in serious consequences,

shall be punished by arrest or by a custodial sentence for a term of up to three years.

2. A person who carries out the actions indicated in paragraph 1 of this Article, where this results in a person’s death or causes a serious bodily harm to a person or incurs major property damage,

shall be punished by a custodial sentence for a term of up to ten years.

3. The acts provided for in paragraph 1 of this Article shall be criminal also where they are committed through negligence.

4. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 281. Violation of Regulations Governing Road Traffic Safety or Operation of Vehicles

1. A person who, while driving a road vehicle, violates regulations governing road traffic safety or operation of vehicles, where this results in an accident causing a non-severe impairment to another person’s health,

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to two years.

2. A person who drives a road vehicle under the influence of alcohol, narcotic, psychotropic or other psychoactive substances and violates regulations governing road traffic safety or operation of vehicles, where this results in an accident causing a non-severe impairment to another person’s health or the victim suffers major property damage,

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to three years.

3. A person who, while driving a road vehicle, violates regulations governing road traffic safety or operation of vehicles, where this results in an accident causing a severe impairment to another person’s health,

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to five years.

4. A person who commits the act indicated in paragraph 3 of this Article under the influence of alcohol, narcotic, psychotropic or other psychoactive substances

shall be punished by a custodial sentence for a term of up to six years.

5. A person who, while driving a road vehicle, violates regulations governing road traffic safety or operation of vehicles, where this results in an accident causing a person’s death,


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shall be punished by a custodial sentence for a term of up to eight years.

6. A person who commits the act indicated in paragraph 5 of this Article under the influence of alcohol, narcotic, psychotropic or other psychoactive substances

shall be punished by a custodial sentence for a term of three up to ten years.

7. A person who drives a road vehicle or teaches practical driving under the influence of alcohol, where the his blood alcohol level exceeds 1.5 promille,

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to one year.

8. A person shall be held liable under paragraphs 1-6 of this Article only where the acts provided for are committed through negligence.

9. It shall be considered that the person who has committed the act referred to in paragraph 2, 4 or 6 of this Article is under the influence of alcohol when his blood alcohol level is equal to or exceeds 0.41 promille or when he seeks to avoid a sobriety test or consumes alcohol after an accident until the establishment of the circumstances thereof.

10. The road vehicles indicated in this Article shall be automobiles of all types, tractors, other self-propelled vehicles, trolleybuses, motorbikes and other mechanical vehicles.


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Article 282. Violation of the Regulations Governing Traffic Order or Safety

1. A person who, while not driving a vehicle, violates the regulations governing traffic order or safety, where this results in a person’s death or a severe impairment to a person’s health,

shall be punished by arrest or by a custodial sentence for a term of up to five years.

2. A person shall be held liable under this Article only where the acts provided for are committed through negligence.

 

CHAPTER XL

CRIMES AND MISDEMEANOURS AGAINST PUBLIC ORDER

 

Article 283. Riots

1. A person who organises or provokes a group of people to engage in public violence, destruction of property or other grave violations of public order, also a person who, during the riots, uses violence, destroys property or otherwise gravely violates public order

shall be punished by arrest or by a custodial sentence for a term of up to five years.

2. A person who, when carrying out the actions provided for in paragraph 1 of this article, uses a firearm or explosives or resists a police officer or another person performing the functions of public administration

shall be punished by a custodial sentence for a term of up to six years.


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Article 284. Violation of Public Order

A person who, by defiant conduct, threats, vicious taunting or acts of vandalism, demonstrates disrespect to the surrounding people or the environment in a public place and thereby disrupts public peace or order

shall be punished by community service or by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to two year.


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Article 285. False Report about a Danger Threatening the Community or Occurred Disaster

1. A person who falsely reports or spreads the news about a danger threatening the community or a facility of national importance conforming to the characteristics specified in the Law on Civil Protection or about a major disaster, where this results in the summoning of emergency services,

shall be punished by community service or by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to one year.

2. A person who falsely reports or spreads the news about a danger threatening the community or a facility of national importance conforming to the characteristics specified in the Law on Civil Protection or about a major disaster, where this causes public confusion or disturbs the functioning of the facility of national importance,

shall be punished by a fine or by restriction of liberty or by a custodial sentence for a term of up to two years.

3. A person who falsely reports or spreads the news about a danger threatening the community or a facility of national importance conforming to the characteristics specified in the Law on Civil Protection or about a major disaster, where this incurs major property damage,

shall be punished by a fine or by a custodial sentence for a term of up to three years.

 

CHAPTER XLI

CRIMES AND MISDEMEANOURS AGAINST THE ACTIVITIES OF A CIVIL SERVANT OR A PERSON PERFORMING THE FUNCTIONS OF PUBLIC ADMINISTRATION


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Article 286. Resistance against a Civil Servant or a Person Performing the Functions of Public Administration

A person who, through the use of physical violence or threatening the immediate use thereof, resists a civil servant or another person performing the functions of public administration

shall be punished by community service or by a fine or by a custodial service for a term of up to three years.

 

Article 287. Threatening a Civil Servant or a Person Performing the Functions of Public Administration

1. A person who, by using mental coercion, demands that a civil servant or a person performing the functions of public administration carry out actions or refrain therefrom for the benefit of the offender or other persons

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to two years.

2. A person who commits the act provided for in paragraph 1 of this Article through the use of physical violence

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to five years.

 

Article 288. Interference with the Activities of a Civil Servant or a Person Performing the Functions of Public Administration

A civil servant, public figure, representative of a political or public organisation who, by taking advantage of his influence, interferes with the activities of a civil servant or a person performing the functions of public administration seeking to force him to refrain from lawful actions or carry out unlawful actions for own benefit or for the benefit of other persons

shall be punished by community service or by a fine or by arrest or by a custodial sentence for a term of up to two years.


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Article 289. Adoption of the Name of a Civil Servant or a Person Performing the Functions of Public Administration

A person who, upon adopting the name of a civil servant or a person performing the functions of public administration, carries out unlawful actions

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to two years.

 

Article 290.

Repealed as of 1 April 2016.

 

CHAPTER XLII

CRIMES AND MISDEMEANOURS AGAINST GOVERNMENT ORDER

 

Article 291. Illegal Crossing of the State Border

1. A person who illegally crosses the state border of the Republic of Lithuania

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to two years.

2. An alien  who unlawfully enters the Republic of Lithuania seeking to exercise the right of asylum shall be released from criminal liability under paragraph 1 of this Article.

3. An alien who commits the act provided for in paragraph 1 of this Article with the intent of illegally crossing into a third state from the Republic of Lithuania shall be released from criminal liability according to paragraph 1 of this Article where he is, in accordance with the established procedure, subject to deportation back to the state from the territory whereof he illegally crosses the state border of the Republic of Lithuania or to the state whose citizen he is.


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Article 292. Unlawful Transportation of Persons across the State Border

1. A person who unlawfully transports across the state border of the Republic of Lithuania an alien not having a permanent place of residence in the Republic of Lithuania or transports or conceals in the territory of the Republic of Lithuania such an alien who has illegally crossed the state border of the Republic of Lithuania

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to six years.

2. A person who commits the acts provided for in paragraph 1 of this Article for mercenary reasons or where this poses a threat to human life,

shall be punished by a custodial sentence for a term of up to eight years.

A person who organises the acts provided for in paragraph 1 of this Article

shall be punished by a custodial sentence for a term of four up to ten years.

4. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 2921. Employment of Third-Country Nationals Illegally Staying in the Republic of Lithuania

1. The employer or a person authorised by him who, for business purposes, employs third-country nationals illegally staying in the Republic of Lithuania or who employs five or more third-country nationals illegally staying in the Republic of Lithuania or who employs a third-country national illegally staying in the Republic of Lithuania in the cases of particularly exploitative employment conditions or who employs a third-country minor illegally staying in the Republic of Lithuania

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to two years.

2. A legal entity shall also be held liable for the acts provided for in this Article.

 

Article 293. Organisation of Travels of Citizens of the Republic of Lithuania Abroad for the Purpose of Staying There Illegally or Abandoning Them without Assistance

1. A person who organises the travels of citizens or permanent residents of the Republic of Lithuania abroad for the purposes of applying for asylum or undertaking illegal employment or staying abroad illegally for other reasons or by making a false promise of a legal status abroad

shall be punished by arrest or by a custodial sentence for a term of up to seven years.

2. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 294. Self-Willed Conduct

1. A person who, by disregarding the procedure established by the law, wilfully exercises an existing or alleged right of his own or another person which is disputed or recognised, though not exercised yet, and incurs major damage to the person’s rights or legitimate interests

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to three years.

2. A person who acts wilfully by using physical or mental coercion against the victim or a person close thereto

shall be punished by arrest or by a custodial sentence for a term of up to five years.

3. A person shall be held liable for an act provided for in paragraph 1 of this Article only under a complaint filed by the victim or a statement by the legal representative thereof or at the prosecutor’s request.

 

Article 295. Unlawful Installation of Special Equipment or Use Thereof for the Collection of Information

A person who unlawfully installs or uses special equipment for the purpose of spying on a person, collecting information about a state or municipal institution, agency or an employee thereof, a political party, public organisation or a member thereof, another legal or natural person

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to four years.


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Article 296. Seizure or Other Unlawful Acquisition of an Official Secret

A person who seizes, purchases or otherwise unlawfully acquires a material item whose content or information thereon constitutes an official secret or transfers the item or information thus acquired to a third party, in the absence of characteristics of espionage or provision of assistance to a foreign state,

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to two years.

 

Article 297. Disclosure of an Official Secret

1. A person who discloses the information constituting an official secret which was entrusted to him or which he accessed through his service or work, in the absence of characteristics of espionage or assistance to a foreign state in carrying out activities hostile to the Republic of Lithuania, shall be considered to have committed a misdemeanour and

shall be punished by a fine or by restriction of liberty or by arrest.

2. The act provided for in this Article shall be considered as criminal also where it is committed through negligence.

 

Article 298. Unlawful Change of a Land Boundary Marking

A person who unlawfully removes, transfers, remakes or erects a land boundary marking or a geodesic, geological or geophysical mark shall be considered to have committed a misdemeanour and

shall be punished by community service or by a fine or by arrest.


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Article 299. Failure to Render Assistance to Ships in the Event of a Collision at Sea

A ship’s captain who fails to render assistance to ships colliding at sea, where assistance could have been rendered without exposing the ship, the crew and passengers to a serious danger,

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to two years.

 

CHAPTER XLIII

CRIMES AND MISDEMEANOURS AGAINST GOVERNMENT ORDER RELATING TO FORGERY OF DOCUMENTS OR MEASURING DEVICES


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Article 300. Forgery of a Document or Possession of a Forged Document

1. A person who produces a false document, forges a genuine document or stores, transports, forwards, uses or handles a document known to be false or a genuine document known to be forged

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to three years.

2. A person who produces a false identity card, passport, driving licence or state social insurance certificate or forges a genuine identity card, passport, driving licence or state social insurance certificate or stores, transports, forwards, uses or handles an identity card, passport, driving licence or state social insurance certificate known to be false or a genuine identity card, passport, driving licence or state social insurance certificate known to be forged

shall be punished by arrest or by a custodial sentence for a term of up to four years.

3. A person who commits the acts provided for in paragraph 1 or 2 of this Article, where this incurs major damage, or produces a large quantity of false identity cards, passports, driving licences or state social insurance certificates or forges a large quantity of genuine identity cards, passports, driving licences or state social insurance certificates or stores, transports, forwards, uses or handles a large quantity of identity cards, passports, driving licences or state social insurance certificates known to be false or genuine identity cards, passports, driving licences or state social insurance certificates known to be forged

shall be punished by a custodial sentence for a term of up to six years.

4. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 301. Forgery of a Seal, Stamp or Form

1. A person who forges a genuine seal, stamp or form or produces a false seal, stamp or special accounting document form of a natural or legal person or uses a seal, stamp or form known to be forged or handles it

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to three years.

2. A person who carries out the actions provided in paragraph 1 of this Article in the form of a business or where these actions interfere with the activities of a natural or legal person or incur major damage to the State or the natural or legal person or who forges or stores a large quantity of counterfeit or forged seals, stamps or special account document forms

shall be punished by arrest or by a custodial sentence for a term of up to five years.

3. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 302. Seizure of a Seal, Stamp or Document or Use of the Seized Seal, Stamp or Document

1. A person who seizes or, without having a legal ground therefor, acquires, stores, transports, forwards, uses or handles a seal, stamp, document or special accounting document form

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to six years.

2. A person who commits the acts provided for in paragraph 1 of this Article in the form of a business or seizes or, without having a legal ground therefor, acquires, stores, transports, forwards, uses or handles a large quantity of seals, stamps or special account document forms of a natural or legal person or where this incurs major damage to the State or the natural or legal person

shall be punished by a custodial sentence for a term of up to six years.

3. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 3021. Production, Storage, Transportation, Forwarding or Handling of Equipment for the Forgery of Seals, Stamps, Documents or Special Accounting Document Forms

1. A person who produces, stores, transports, forwards or handles the equipment, software or other means directly intended or adapted for the production of counterfeit seals, stamps, documents or special accounting document forms or for the forgery of genuine seals, stamps, documents or special accounting document forms

shall be punished by arrest or by a custodial sentence for a term of up to five years.

2. A person who commits the acts provided for in paragraph 1 of this Article in the form of a business or where this incurs major damage to the State or a natural or legal person,

shall be punished by a custodial sentence for a term of up to six years.

3. A legal entity shall also be held liable for the acts provided for in this Article.

 

Article 303. Destruction, Damaging or Concealment of a Seal, Stamp or Document

1. A person who destroys, damages or conceals a seal, stamp, document or special accounting document form of a natural or legal person, where this incurs major damage,

shall be punished by community service or by a fine or by arrest or by a custodial sentence for a term of up to two years.

2. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 304. Provision of False Information for the Purpose of Acquisition of a Document

1. A person who, for the purpose of obtaining a document or an authentication certificate of a forged document, supplies an authority or an employee thereof with false information shall be considered to have committed a misdemeanour and

shall be punished by community service or by a fine or by arrest.

2. A legal entity shall also be held liable for an act provided for in this Article.

 

Article 305. Release and Use of Measuring Devices without Undergoing State Metrological Control or Alteration of Parameters Thereof

1. A person who releases or uses a measuring device subject to state metrological control without an examination, calibration mark or other recording of the results of control or who alters the parameters of the measuring device after it undergoes state metrological control

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to two years.

2. A legal entity shall also be held liable for an act provided for in this Article.


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Article 306. Seizure, Forgery or Handling of the Stamp of a Lithuanian State Control Mark or of a Control Mark Provided for in a Treaty to which the Republic of Lithuania is Party or Belonging to a Foreign State or the Use of a Counterfeit Stamp

1. A person who seizes, unlawfully alters, produces, uses or handles the stamp of a Lithuanian state control mark or of a control mark provided for in a treaty to which the Republic of Lithuania is party or belonging to a foreign state

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to two years.

2. A legal entity shall also be held liable for an act provided for in this Article.

 

Article 3061. Forgery, Unlawful Destruction or Alteration of a Number Plate of a Vehicle

1. A person who forges, unlawfully destroys or replaces the number plate of a vehicle

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to two years.

2. A legal entity shall also be held liable for an act provided for in this Article.

 

Article 3062. Odometer Fraud

1. A person who commits odometer fraud

shall be punished by a fine or by arrest or by a custodial sentence for a term of up to two years.

2. A legal entity shall also be held liable for an act provided for in this Article.

 

CHAPTER XLIV

CRIMES AND MISDEMEANOURS AGAINST MORALITY


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CHAPTER XLIV

CRIMES AND MISDEMEANOURS AGAINST MORALITY

 

Article 307. Gaining Profit from Another Person’s Prostitution

1. A person who gains profit from another person’s prostitution or from procuration for prostitution

shall be punished by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to four years.

2. A person who organises or controls prostitution or transports a person with his consent for prostitution to the Republic of Lithuania or from the Republic of Lithuania

shall be punished by a custodial sentence for a term of up to six years.

3. A person who profits from the prostitution of a minor or organises or controls the prostitution of the minor or otherwise exploits the prostitution of the minor

shall be punished by a custodial sentence for a term of three up to ten years.

4. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 308. Involvement in Prostitution

1. A person who involves a person in prostitution

shall be punished by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to three years.

2. A person who involves in prostitution a person dependent on him financially, subordinate in office or otherwise or involves a person in prostitution by using physical or mental coercion or by deceit

shall be punished by a custodial sentence for a term of two up to seven years.

3. A person who recruits, forces to engage in prostitution or, by any other means, involves in prostitution a minor

shall be punished by a custodial sentence for a term of three up to ten years.

4. A legal entity shall also be held liable for the acts provided for in this Article.

 

Article 3081. Prohibited Biomedical Research Involving a Human Being or Human Embryo

1. A person who conducted prohibited biomedical research involving a human being or human embryo

shall be punished by a fine or by restriction of liberty or by arrest or by a custodial sentence for a term of up to two years.

2. A legal entity shall also be held liable for the acts provided for in this Article.


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Article 309. Possession of Pornographic Material

1. A person who, for the purpose of distribution, produces or acquires pornographic material or distributes such material

shall be punished by community service or by a fine or by restriction of liberty or by a custodial sentence for a term of up to one year.

2. A person who produces, acquires, stores, demonstrates, advertises, offers or distributes pornographic material displaying a child or presenting a person as a child or, by means of information and communications technologies and other means, acquires or provides access to pornographic material displaying a child or presenting a person as a child,

shall be punished by a fine or by a custodial sentence for a term of up to four years.

3. A person who, for the purpose of distribution, produces or acquires or distributes a large quantity of pornographic material displaying a young child

shall be punished by a custodial sentence for a term of up to five years.

4. A person who demonstrates or advertises pornographic material shall be considered to have committed a misdemeanour and

shall be punished by community service or by a fine or by restriction of liberty or by arrest.

5. A legal entity shall also be held liable for the acts provided for in paragraphs 1, 2 and 3 of this Article.


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Article 310. Cruel Treatment of Animals

1. A person who treats an animal with cruelty or tortures him, where this results in the death or mutilation of the animal,

shall be punished by community service or by a fine or by arrest or by a custodial sentence for a term of up to one year.

2. A legal entity shall also be held liable for an act provided for in this Article.

 

CHAPTER XLV

CRIMES AND MISDEMEANOURS AGAINST THE MEMORY OF THE DECEASED

 

Article 311. Desecration of the Remains of the Deceased

1. A person who unlawfully takes the remains of the deceased or a part thereof or ridicules the remains of the deceased or desecrates them

shall be punished by community service or by restriction of liberty or by arrest or by a custodial sentence for a term of up to two years.

2. A person who unlawfully reopens a grave and desecrates the remains of the deceased or ridicules them or takes the articles present there

shall be punished by arrest or by a custodial sentence for a term of up to three years.


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Article 312. Desecration of a Grave or Another Place of Public Respect

1. A person who destroys or otherwise desecrates a grave or destroys a monument or desecrates another place of public respect

shall be punished by community service or by restriction of liberty or by arrest or by a custodial sentence for a term of up to one year.

2. A person who carries out acts of vandalism in a cemetery or another place of public respect or desecrates a grave or another place of public respect for racist, nationalist or religious reasons

shall be punished by community service or by a fine or by a custodial service for a term of up to three years.

 

Article 313. Contempt for the Memory of the Deceased

1. A person who, with the intent of expressing contempt for the deceased or the persons close to him, disturbs the peace of a funeral shall be considered to have committed a misdemeanour and

shall be punished by community service or by a fine or by restriction of liberty or by arrest.

2. A person who publicly makes false statements about the deceased, which could arouse contempt for or undermine respect to the memory of the deceased, shall be considered to have committed a misdemeanour and

shall be punished by community service or by a fine or by restriction of liberty or by arrest.

3. A person shall be held liable for the acts provided for in paragraphs 1 and 2 of this Article only under a complaint filed by the victim or a statement by the legal representative thereof or at the prosecutor’s request.


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CHAPTER XLVI

CRIMES AND MISDEMEANOURS AGAINST NATIONAL DEFENCE SERVICE

 

Article 314. Evasion of a Draft into Mandatory Military Service

1. A military conscript who evades a draft into mandatory military service by impairing his health, simulating an illness or a health disorder, forging documents or using other means of deception

shall be punished by arrest or by a custodial sentence for a term of up to three years.

2. A military conscript who evades a draft into mandatory military service, in the absence of the characteristics indicated in paragraph 1 of this Article, shall be considered to have committed a misdemeanour and

shall be punished by a fine or by arrest.

 

Article 315. Evasion of a Draft into Military Service During Martial Law

A military conscript who evades a draft into military service during martial law shall be punished by a custodial sentence for a term of up to five years.

 

Article 316. Evasion of Military Service

1. A serviceman who evades fulfilling of active military service by impairing his health or by simulating an illness, forging documents or using other means of deception

shall be punished by a custodial sentence for a term of up to three years.

2. A person who commits the act provided for in paragraph 1 of this Article during martial law or while performing a military assignment or where this act causes serious consequences

shall be punished by a custodial sentence for a term of four up to eight years.


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Article 317. Failure to Execute an Order

1. A serviceman who fails to execute a commander’s order or who refuses to execute it or who otherwise fails to comply with the commander’s order

shall be punished by arrest or by a custodial sentence for a term of up to two years.

2. A person who commits the act provided for in paragraph 1 of this Article during martial law or while performing a military assignment or where this act causes serious consequences

shall be punished by a custodial sentence for a term of two up to six years.

3. A serviceman who fails to execute a clearly unlawful order of a commander shall not be held criminally liable.

 

Article 318. Threats or Violence Against a Commander

1. A serviceman who threatens a commander with violence by reason of his military duties

shall be punished by arrest or by a custodial sentence for a term of up to two years.

2. A serviceman who uses physical violence against a commander by reason of his military duties

shall be punished by a custodial sentence for a term of up to three years.

3. A serviceman who commits the act provided for in paragraphs 1 and 2 of this Article during martial law or while performing a military assignment or where this act causes serious consequences

shall be punished by a custodial sentence for a term of three up to eight years.


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Article 319. Violent Actions against a Subordinate

1. A commander who, in performing military duties, uses physical violence against a subordinate serviceman

shall be punished by arrest or by a custodial sentence for a term of up to two years.

2. A commander who commits the act indicated in paragraph 1 of this Article, where this causes serious consequences,

shall be punished by a custodial sentence for a term of three up to eight years.

 

Article 320. Terrorisation of a Serviceman

1. A serviceman who unlawfully demands that another serviceman behave according to his instruction or who humiliates another serviceman by using mental coercion

shall be punished by arrest or by a custodial sentence for a term of up to two years.

2. A serviceman who humiliates or terrorises another serviceman by using physical violence or a weapon

shall be punished by a custodial sentence for a term of up to five years.

3. A serviceman who commits the act indicated in paragraphs 1 and 2 of this Article, where this causes serious consequences,

shall be punished by a custodial sentence for a term of four up to eight years.

 

Article 321. Unlawful Order and Execution Thereof

A serviceman who issues a clearly unlawful order or forces another serviceman to execute such an order, also a serviceman who executes a clearly unlawful order, where this causes serious consequences,

shall be punished by a custodial sentence for a term of two up to eight years.


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Article 322. Absence without Leave

1. A serviceman who wilfully leaves his unit or place of service or fails to timely arrive at his unit or place of service without valid reasons, where the absence lasts for a period exceeding three days, but not exceeding ten days,

shall be punished by arrest or by a custodial sentence for a term of up to two years.

2. A serviceman who commits the act indicated in paragraph 1 of this Article during martial law or while performing a military assignment

shall be punished by a custodial sentence for a term of two up to eight years.

 

Article 323. Desertion

1. A serviceman who leaves his unit or place of service for a period exceeding ten days or who fails to arrive at his unit or place of service for this period or, irrespective of the duration of the absence, acts in such a manner with the intent of avoiding military service,

shall be punished by a custodial sentence for a term of up to five years.

2. A serviceman who commits the act indicated in paragraph 1 of this Article during martial law or while performing a military assignment

shall be punished by a custodial sentence for a term of four up to eight years.

 

Article 324. Loss of National Defence Property

A serviceman who, through negligence, loses a weapon, ammunition, explosives, explosive materials, a vehicle or another military equipment entrusted to him for the purposes of service

shall be punished by arrest or by a custodial sentence for a term of up to three years.


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Article 325. Violation of Guard Duty Rules

A person who violates requirements of the legal acts regulating guard duty during martial law or while performing a military assignment, where this act causes serious consequences,

shall be punished by a custodial sentence for a term of up to five years.

 

Article 326. Violation of State Border Guard Duty Rules

1. A serviceman who violates rules of the guard duty of the Republic of Lithuania state border while performing this duty during martial law, where this causes serious consequences,

shall be punished by a custodial sentence for a term of up to five years.

2. A person shall be held liable under this Article only where the acts provided for are committed through negligence.

 

Article 327. Violation of Duty Rules

1. A serviceman who violated requirements of the legal acts regulating duty at a unit (with the exception of guard duty), where this causes serious consequences,

shall be punished by a custodial sentence for a term of up to three years.

2. A person shall be held liable under this Article only where the acts provided for are committed through negligence.

 

Article 328. Abandoning a Sinking Warship

The captain of a warship who abandons it when it is sinking and fails to perform all of his duties

shall be punished by a custodial sentence for a term of up to five years.


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Article 329. Loss or Dishonouring the Flag of a Military Unit

A serviceman who loses or dishonours the flag of a unit

shall be punished by arrest or by a custodial sentence for a term of up to two years.

 

Article 330. Interpretation of Concepts

1. Serviceman shall mean a citizen of the Republic of Lithuania fulfilling active military service.

2. Military conscript shall mean a citizen of the Republic of Lithuania over 18 years of age who is subject to military conscription.

 

Annex to

the Criminal Code

of the Republic of Lithuania

 

LEGAL ACTS OF THE EUROPEAN UNION IMPLEMENTED BY THIS LAW


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1. Council Regulation (EC) No 338/97 of 9 December 1996 on the protection of species of wild fauna and flora by regulating trade therein (OJ 2004 Special edition, Chapter 15, Volume 03, p. 136).

2. Council Framework Decision 2000/383/JHA of 29 May 2000 on increasing protection by criminal penalties and other sanctions against counterfeiting in connection with the introduction of the euro (OJ 2004 Special edition, Chapter 19, Volume 01, p. 187).

3. Council Framework Decision 2001/888/JHA of 6 December 2001 amending Framework Decision 2000/383/JHA on increasing protection by criminal penalties and other sanctions against counterfeiting in connection with the introduction of the euro (OJ 2004 Special edition, Chapter 19, Volume 04, p. 182).

4. Council Framework Decision 2001/413/JHA of 28 May 2001 combating fraud and counterfeiting of non-cash means of payment (OJ 2004 Special edition, Chapter 15, Volume 06, p. 123).

5. Council Framework Decision 2001/500/JHA of 26 June 2001 on money laundering, the identification, tracing, freezing, seizing and confiscation of instrumentalities and the proceeds of crime (OJ 2004 Special edition, Chapter 19, Volume 04, p. 158).

6. Council Framework Decision 2002/475/JHA of 13 June 2002 on combating terrorism (OJ 2004 Special edition, Chapter 19, Volume 06, p. 18).


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7. Council Framework Decision 2002/584/JHA of 13 June 2002 on the European arrest warrant and the surrender procedures between Member States (OJ 2004 Special edition, Chapter 19, Volume 06, p. 34).

8. Council Framework Decision 2002/629/JHA of 19 July 2002 on combating trafficking in human beings (OJ 2004 Special edition, Chapter 19, Volume 06, p. 52).

9. Council Directive 2002/90/EC of 28 November 2002 defining the facilitation of unauthorised entry, transit and residence (OJ 2004 Special edition, Chapter 19, Volume 06, p. 64).

10. Council Framework Decision 2002/946/JHA of 28 November 2002 on the strengthening of the penal framework to prevent the facilitation of unauthorised entry, transit and residence (OJ 2004 Special edition, Chapter 19, Volume 06, p. 61).

11. Council Framework Decision 2003/568/JHA of 22 July 2003 on combating corruption in the private sector(OJ 2004 Special edition, Chapter 19, Volume 06, p. 182).

12. Council framework Decision 2004/68/JHA of 22 December 2003 on combating the sexual exploitation of children and child pornography (OJ 2004 Special edition, Chapter 19, Volume 07, p. 10).

13. Directive 2004/23/EC of the European Parliament and of the Council of 31 March 2004 on setting standards of quality and safety for the donation, procurement, testing, processing, preservation, storage and distribution of human tissues and cells (OJ 2004 Special edition, Chapter 15, Volume 08, p. 291).


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14. Council Framework Decision 2004/757/JHA of 25 October 2004 laying down minimum provisions on the constituent elements of criminal acts and penalties in the field of illicit drug trafficking (OJ 2004 L 335, p. 8).

15. Council Framework Decision 2005/212/JHA of 24 February 2005 on Confiscation of Crime-Related Proceeds, Instrumentalities and Property (OJ 2005 L 68, p. 49).

16. Council Framework Decision 2005/667/JHA of 12 July 2005 to strengthen the criminal-law framework for the enforcement of the law against ship-source pollution (OJ 2005 L 255, p. 164).

17. Directive 2005/35/EC of the European Parliament and of the Council of 7 September 2005 on ship-source pollution and on the introduction of penalties for infringements (OJ 2005 L 255, p. 11).

18. Council Framework Decision 2008/675/JHA of 24 July 2008 on taking account of convictions in the Member States of the European Union in the course of new criminal proceedings (OJ 2008 L 220, p. 32).

19. Council Framework Decision 2008/841/JHA of 24 October 2008 on the fight against organised crime (OJ 2008 L 300, p. 42).

20. Directive 2008/99/EC of the European Parliament and of the Council of 19 November 2008 on the protection of the environment through criminal law (OJ 2008 L 238, p. 28).


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21. Council Framework Decision 2008/909/JHA of 27 November 2008 on the application of the principle of mutual recognition to judgments in criminal matters imposing custodial sentences or measures involving deprivation of liberty for the purpose of their enforcement in the European Union (OJ 2008 L 327, p. 27), as amended by Council Framework Decision 2009/299/JHA of 26 February 2009 (OJ 2009 L 81, p.24).

22. Council Framework Decision 2008/913/JHA of 28 November 2008 on combating certain forms and expressions of racism and xenophobia by means of criminal law (OJ 2008, L 328, p. 55-58).

23. Council Framework Decision 2008/919/JHA of 28 November 2008 amending Framework Decision 2002/475/JHA on combating terrorism (OJ 2008 L 330, p. 21).

24. Council Framework Decision 2009/299/JHA of 26 February 2009 amending Framework Decisions 2002/584/JHA, 2005/214/JHA, 2006/783/JHA, 2008/909/JHA and 2008/947/JHA, thereby enhancing the procedural rights of persons and fostering the application of the principle of mutual recognition to decisions rendered in the absence of the person concerned at the trial (OJ 2009 L 81, p. 24).

25. Directive 2009/123/EC of the European Parliament and of the Council of 21 October 2009 amending Directive 2005/35/EC on ship-source pollution and on the introduction of penalties for infringements (OJ 2009 L 280, p. 52).


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26. Directive 2009/52/EC of the European Parliament and of the Council of 18 June 2009 providing for minimum standards on sanctions and measures against employers of illegally staying third-country nationals (OJ 2009 L 168, p. 24).

27. Directive 2011/36/EU of the European Parliament and of the Council of 5 April 2011 on preventing and combating trafficking in human beings and protecting its victims, and replacing Council Framework Decision 2002/629/JHA (OJ 2011 L 101, p. 1).

28. Directive 2011/92/EU of the European Parliament and of the Council of 13 December 2011 on combating the sexual abuse and sexual exploitation of children and child pornography, and replacing Council Framework Decision 2004/68/JHA  (OJ 2011 L 335, p. 1).

29. Directive 2011/99/EU of the European Parliament and of the Council of 13 December 2011 on the European protection order (OJ 2011 L 338, p. 2).

30. Directive 2013/40/EU of the European Parliament and of the Council of 12 August 2013 on attacks against information systems and replacing Council Framework Decision 2005/222/JHA (OJ 2013 L 218, p. 8).

31. Directive 2014/42/EU of the European Parliament and of the Council of 3 April 2014 on the freezing and confiscation of instrumentalities and proceeds of crime in the European Union (OJ 2014 L 127, p. 39).

32. Directive 2014/57/EU of the European Parliament and of the Council of 16 April 2014 on criminal sanctions for market abuse (market abuse directive) (OJ 2014 L 173, p. 179)


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33. Directive 2014/62/EU of the European Parliament and of the Council of 15 May 2014 on the protection of the euro and other currencies against counterfeiting by criminal law, and replacing Council Framework Decision 2000/383/JHA (OJ 2014 L 151, p. 1).


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APPROVED


by Law No VIII-1864 of 18 July 2000

(As last amended on 30 June 2022 – No XIV-1357)

 

 


REPUBLIC OF LITHUANIA

CIVIL CODE

 


BOOK ONE

GENERAL PROVISIONS

 


PART I

CIVIL LAWS AND THEIR APPLICATION

 


CHAPTER I

CIVIL LAWS AND THE RELATIONSHIPS THEY REGULATE


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CHAPTER I

CIVIL LAWS AND THE RELATIONSHIPS THEY REGULATE

 


Article 1.1. Relationships governed by the Civil Code of the Republic of Lithuania


1. The Civil Code of the Republic of Lithuania shall govern property relationships and personal non-property relationships related to those relationships, as well as family relationships. In the cases provided for by law, other personal non-property relationships shall likewise be governed by this Code.


2. The provisions established by this Code shall apply to property relationships based on the legal subordination of persons to state institutions and directly resultant from their exercise of functions of public authority (realisation of subordination), or from the performance of persons’ obligations established by laws towards the State, or from the imposition of administrative or criminal sanctions established by laws, including relationships in the field of taxation and other obligatory payments or dues to the State or to its institutions, also in the field of the state budget, as well as to any other relationships governed by the provisions of public law to the extent that these relationships are not regulated by the relevant laws, also in the cases when it is expressly prescribed by this Code.


3. Employment relationships shall be regulated by special laws. The provisions of this Code shall apply to employment relationships to the extent that they are not regulated by special laws.


4. The provisions of this Code have been harmonised with the provisions of the legal acts of the European Union specified in Annex to this Code.


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Article 1.2. Principles of legal regulation of civil relationships


1. Civil relationships shall be regulated in accordance with the principles of equality of their subjects’ rights, inviolability of property, freedom of contract, non-interference in private relations, legal certainty, proportionality and legitimate expectations, prohibition of abuse of rights, as well as the principles of comprehensive judicial protection of civil rights.


2. No civil rights may be limited, except in the cases established by law, or on the basis of a court judgment made in accordance with laws, where such limitation is necessary for the protection of public order, the principles of good morals, human health and life, property of persons, their rights and legitimate interests..


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Article 1.3. Sources of civil law


1. The sources of civil law shall be the Constitution of the Republic of Lithuania, this Code, other laws and international treaties of the Republic of Lithuania.


2. Where there are contradictions between this Code and other laws, the provisions of this Code shall apply, except in cases where this Code gives priority to the provisions of other laws.


3. When implementing legal acts of the European Union, other laws may lay down rules regulating civil legal relationships other than those laid down by this Code. In this case, the Civil Code shall apply to the extent that other laws do not specify otherwise.


4. Civil relationships may be regulated by Government resolutions and legal acts of other state institutions only to the extent indicated by laws. Where legal acts of the Government or those of other state institutions contradict the provisions of this Code or the provisions of other laws, the provisions of this Code or those of other laws shall prevail.


5. The court shall have the right to declare a legal act or a part thereof null and void if it contradicts the Civil Code or another law in those cases where the supervision of conformity of this act to the Constitution or to other laws does not fall within the remit of the Constitutional Court. Having declared such a legal act to be null and void, the court must, within three days, send a copy of its judgment to the institution or the official that has adopted the legal act concerned. The final court judgment shall be published in accordance with the procedure for officially announcing legal acts.


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Article 1.4. Customs


1. In the cases established by law or agreed on in contracts, civil relationships shall be regulated by customs.


2. Customs shall not apply where they are contrary to the mandatory legal rules or the principles of good faith, reasonableness and justice.

 


Article 1.5. Application of the principles of justice, reasonableness and good faith


1. In exercising their rights and performing their duties, the subjects of civil legal relationships must act according to the principles of justice, reasonableness and good faith.


2. In the cases where laws do not prevent subjects of civil legal relationships from determining their mutual rights and duties upon agreement between themselves, these subjects must act in accordance with the principles of justice, reasonableness and good faith.


3. If laws or an agreement between the parties provide for certain matters to be decided by a court according to its discretion, in doing so, the court must act in accordance with the principles of justice, reasonableness and good faith.


4. In interpreting and applying laws, the court must be guided by the principles of justice, reasonableness and good faith.

 


Article 1.6. Ignorance of laws or improper understanding thereof

Ignorance of laws or improper understanding thereof shall not exempt from the application of the sanctions established therein, and shall not justify the failure to comply with the requirements of laws or improper compliance therewith.


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Article 1.7. Effect of civil laws


1. Civil laws and other legal acts regulating civil relationships shall enter into force only upon their publication according to the procedure established by law.


2. Civil laws and other legal acts regulating civil relationships shall have no retroactive effect.

 


Article 1.8. Analogy of statute and law


1. Civil relationships not governed by the rules of the civil law shall be governed by civil laws that govern similar relationships (analogy of statute).


2. In the absence of relevant civil laws governing similar relationships, general principles of law shall apply (analogy of law).


3. Special rules of law, i.e. those establishing exceptions to general rules, may not be applied by analogy.

 


Article 1.9. Principles of interpretation of the provisions of the Civil Code


1. In order to ensure the integrity of this Code and the conformity of its separate structural parts, the provisions of this Code in the process of their application shall be interpreted by taking into account the system and the structure of this Code.


2. The words and word combinations used in this Code shall be interpreted in their general meaning, except in those cases where it is clear from the context that a word or word combination is used in a special – legal, technical or any other – meaning. Where the general meaning of a word does not coincide with its special meaning, priority shall be given to the special meaning.


3. In determining the right meaning of an applicable norm, the purposes and objectives of this Civil Code and the norm concerned shall be taken into consideration.


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SECTION ONE

GENERAL PROVISIONS

 


Article 1.10. Application of foreign law


1. Foreign law shall apply to civil relationships where it is so provided for by the international treaties of the Republic of Lithuania, agreements between the parties or laws of the Republic of Lithuania.


2. A reference to foreign law shall include all the provisions applicable to the facts of a case under that law. It shall be prohibited to refuse to apply foreign law solely relying on the fact that the applicable legal rule is attributed to public law.


3. A reference to the applicable foreign law shall mean a reference to the national substantive law of the state concerned, but not a reference to the private international law of that state, except in cases provided for by this Code.


4. Where the legal system of the state to which the renvoi is made by the provisions of this Code comprises different legal systems based on the criteria of division into several territorial units, a reference to an applicable foreign law shall mean a reference to the legal system of the relevant territory determined in accordance with the criteria established in the law of that foreign state.


5. Where the legal system of the state to which renvoi is made by the provisions of this Code comprises several legal systems applied to different categories of persons, the applicable legal systems shall be determined in accordance with the criteria established in the law of that foreign state.


6. Where the criteria established in paragraphs 4 and 5 of this Article may not be identified within the scope of the applicable foreign law, the law of the legal system to which the relevant case is most closely connected shall apply.


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Article 1.11. Limitation of the application of foreign law


1. The provisions of foreign law shall not apply where the application thereof might be inconsistent with the public order established by the Constitution of the Republic of Lithuania and other laws. In such cases, the civil laws of the Republic of Lithuania shall apply.


2. Mandatory provisions of laws of the Republic of Lithuania or those of any other state most closely related with a dispute shall apply regardless of the fact that other foreign law has been agreed upon by the parties. In deciding on these matters, the court must take into consideration the nature of these provisions, their purpose and the consequences of application or non-application thereof.


3. In accordance with this Code, the applicable foreign law may not be given effect where, in the light of all attendant circumstances of the case, it becomes evident that the foreign law concerned is clearly not pertinent to the case or its part, with the case in question being more closely connected with the law of another state. This rule shall not apply where the applicable law is determined by the agreement of the parties.


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Article 1.12. Determination of the content of foreign law


1. In the cases established by the international treaties of the Republic of Lithuania or by laws of the Republic of Lithuania, the application, interpretation and determination of the content of foreign law shall be performed by the court ex officio (on its own initiative).


2. Where the application of foreign law is established upon agreement between the parties, the burden of proof in relation to the content of the applicable foreign law in accordance with its official interpretation, practice of application and the law doctrine in the relevant foreign state shall lay on the disputing party that refers to the foreign law. At the request of the disputing party, the court may provide assistance in collecting information on the applicable foreign law.


3. Where the court or the disputing party that refers to foreign law fails to perform the obligation indicated in paragraphs 1 and 2 of this Article, the law of the Republic of Lithuania shall apply.


4. In the exceptional cases where it is necessary to take immediate interim measures to protect the rights or the property of a person, the court may decide on the urgent issues by applying the law of the Republic of Lithuania pending the determination of the law applicable to the dispute and the content thereof.


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Article 1.13. International treaties


1. Where the provisions established in the international treaties of the Republic of Lithuania differ from those determined by this Code and other laws of the Republic of Lithuania, the provisions of the international treaties of the Republic of Lithuania shall apply.


2. The international treaties of the Republic of Lithuania shall apply to civil relationships directly, except in cases where an international treaty establishes that an internal legal act of the Republic of Lithuania is required for its application.


3. The provisions of international treaties must be applied and interpreted in accordance with their international character and the necessity to guarantee a unified interpretation and application thereof.


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Article 1.14. Referring back and referring to the law of a third state (renvoi)


1. If the applicable foreign law refers back to the law of the Republic of Lithuania, that reference shall be observed only in the cases provided for in this Code or the foreign law.


2. If the applicable foreign law refers to the law of a third state, that reference shall be observed only in the cases provided for in this Code or the law of the third state.


3. Where, in determining the civil legal status of a person, the applicable foreign law refers back to the law of the Republic of Lithuania, such reference shall be observed.


4. Paragraphs 1, 2 and 3 of this Article shall not apply in the cases where the applicable law has been chosen by the parties to a transaction, likewise in determining the applicable law to the form of a transaction and to non-contractual obligations.


5. Where the provisions of this Chapter provide for the application of an international treaty (convention), the matters of renvoi, i.e. referring back and referring to the law of a third state, shall be decided in accordance with the provisions of the applicable international treaty (convention).

 


SECTION TWO

LAW APPLICABLE TO THE CIVIL LEGAL STATUS OF NATURAL PERSONS


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SECTION TWO

LAW APPLICABLE TO THE CIVIL LEGAL STATUS OF NATURAL PERSONS

 


Article 1.15. Civil capacity of foreign citizens and stateless persons


1. Foreign citizens in the Republic of Lithuania shall possess the same civil capacity as the citizens of the Republic of Lithuania. Exceptions to this rule may be established by laws of the Republic of Lithuania.


2. The time of birth and death of foreign citizens shall be determined in accordance with the law of the state where the domicile of the foreign citizens (Article 2.12 of this Code) was at the moment of their birth or death.


3. Stateless persons in the Republic of Lithuania shall possess the same civil capacity as the citizens of the Republic of Lithuania. Special exceptions to this rule may be established by laws of the Republic of Lithuania.


4. The time of birth and death of stateless persons shall be determined in accordance with the law of the state where the domicile of the stateless persons was at the moment of their birth or death.


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Article 1.16. Civil active capacity of foreign citizens and stateless persons


1. Civil active capacity of foreign citizens or stateless persons shall be governed by the law of their state of domicile.


2. Where such persons have no domicile or it cannot be determined with certainty, their civil active capacity shall be determined in accordance with the law of the state in the territory of which these persons concluded a relevant transaction.


3. If a person has residence in more than one state, the law of the state with which he is most closely connected shall apply.


4. Foreign citizens and stateless persons with permanent residence in the Republic of Lithuania shall be declared legally incapable in certain areas or of limited legal capacity in certain areas and assistance to them in making decisions shall be provided in accordance with the procedure established by law of the Republic of Lithuania.


5. A change of domicile shall not affect civil active capacity if that capacity was acquired prior to the change of domicile.

 


Article 1.17. Prohibition to invoke incapacity


1. A party to a transaction, who is legally incapable under the law of the state of his domicile, may not invoke his incapacity if he was legally capable under the law of the state in which the transaction was concluded unless the other party was aware or ought to have been aware of the first party’s incapacity under the law of the state of the latter’s domicile.


2. Provisions of paragraph 1 of this Article shall not apply to family law and the law of succession, as well as to real rights.


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Article 1.18. Declaration of foreign citizens and stateless persons to be missing or dead

Foreign citizens and stateless persons shall be acknowledged missing or declared dead in accordance with the law of the state of their last known domicile.

 


SECTION THREE

LAW APPLICABLE

TO LEGAL PERSONS OR OTHER ORGANISATIONS

 


Article 1.19. Civil capacity of foreign legal persons or any other organisations


1. Civil capacity of foreign legal persons or any other organisations shall be governed by the law of the state where these persons or organisations are founded.


2. If the procedure of founding a foreign legal person or any other organisation has been violated, its civil capacity shall be determined by the law of the state of its actual functioning.


3. Irrespective of the state of foundation of a legal person or any other organisation, the civil capacity of its subdivisions shall be determined in accordance with the law of the Republic of Lithuania if the head office, principal place of business or other activity of the subdivision is located in the Republic of Lithuania.


4. Merger, association or transfer of the head office of legal persons or any other organisations, one of which is located in the Republic of Lithuania and the other in a foreign state, shall have effect on their civil capacity in the Republic of Lithuania only if implemented in conformity with the laws of both states concerned.


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Article 1.20. Matters regulated in accordance with the applicable law


1. 1.The following shall be regulated in accordance with the applicable law determined in Article 1.19 of this Code:


1) the legal nature (legal form and status) of a legal person or other organisation;


2) foundation, reorganisation and liquidation of a legal person or any other organisation;


3) the name of a legal person or any other organisation;


4) the system and remit of the bodies of a legal person or any other organisation;


5) civil liability of a legal person or other organisation;


6) the power to represent a legal person or other organisation;


7) legal effects of the violation of laws or incorporation documents;


2. Protection against infringement of the business name of a legal person or any other organisation registered in the Republic of Lithuania shall be governed by the law of the Republic of Lithuania.


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Article 1.21. Law applicable to the representative offices and branches of foreign legal persons or any other organisations


1. Representative offices and branches of foreign legal persons or any other organisations registered in the Republic of Lithuania shall be governed by the law of the Republic of Lithuania.


2. At least one of the persons acting on behalf of a representative office or a branch shall be bound to reside in the Republic of Lithuania. This provision shall not apply to representative offices or branches, established in the Republic of Lithuania, of the legal persons or other organisations of the Member States of the European Union and the states of the European Economic Area.


3. The rights and obligations (remit) of the persons acting on behalf of a representative office or a branch registered in the Republic of Lithuania shall be determined by the law of the Republic of Lithuania.


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Article 1.22. Law applicable to representatives of foreign legal persons or any other organisations and to their civil liability


1. If the activities of a legal person or any other organisation founded under foreign law are conducted in the Republic of Lithuania, the civil liability of the persons acting on behalf and in the interests of those legal persons or any other organisations shall be governed by the law of the Republic of Lithuania.


2. A legal person or any other organisation may not claim for annulment or invalidity of a transaction concluded by its body or any other representatives in excess of their remit (powers) if the law of the state where the domicile or the head office of the other party to the transaction is located does not provide for any restrictions on their representative powers unless the other party was aware or, taking into account its position and the relationship with the other party, ought to have been aware of such restrictions.

 


Article 1.23. Law applicable to the State and state institutions as well as to local governments and local government institutions as subjects to civil legal relationships

Civil capacity of the state and state institutions as well as that of local governments and local government institutions shall be governed by the law of the state concerned.

 


SECTION FOUR

LAW APPLICABLE TO FAMILY LEGAL RELATIONSHIPS


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SECTION FOUR

LAW APPLICABLE TO FAMILY LEGAL RELATIONSHIPS

 


Article 1.24. Law applicable to a promise of marriage


1. A promise of marriage and its legal effects shall be governed by the law of the state of domicile of the parties to the promise.


2. Where the parties to the promise of marriage are domiciled in different states, the promise of marriage and its legal effects shall be governed by the law of the place where the promise was made, or by the law of the state of domicile of one of the parties, or by the law of the state of citizenship of one of the parties, whichever law is most closely related with the dispute.


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Article 1.25. Law applicable to the conditions to contract a marriage


1. Matrimonial capacity and other conditions to contract a marriage shall be governed by the law of the Republic of Lithuania.


2. Civil registration offices of the Republic of Lithuania shall have jurisdiction to perform the registration of a marriage if either of the persons intending to marry is domiciled in the Republic of Lithuania or is a Lithuanian citizen at the time of entering into the marriage.


3. Matrimonial capacity and other conditions to contract a marriage in respect of foreign citizens and stateless persons who do not have a domicile in the Republic of Lithuania may be determined by the law of the state of domicile of both persons intending to marry if such marriage is recognised in the state of domicile of either of them.


4. A marriage contracted lawfully abroad shall be recognised in the Republic of Lithuania, except in the cases where both spouses domiciled in the Republic of Lithuania contracted the marriage abroad with the purpose of evading grounds for the annulment of their marriage under the law of the Republic of Lithuania.

 


Article 1.26. Law applicable to the procedure for contracting a marriage

The procedure for contracting a marriage shall be determined in accordance with the law of the state where the marriage is contracted. Marriage shall also be recognised valid where the procedure of its contracting is in compliance with the requirements of the law of the state of domicile of either of the spouses or the law of the state of citizenship of either of them at the moment of contracting of the marriage.


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Article 1.27. Law applicable to personal relations between spouses


1. Personal relations between spouses shall be governed by the law of the state of their domicile.


2. Personal relations between the spouses domiciled in different states shall be governed by the law of the state of their last common domicile. Where the spouses have never had a common domicile, the law applicable to their personal relations shall be the law of the state to which the personal relations between the spouses are the most closely related. Where it is not possible to determine to the law of which state the personal relations between the spouses are the most closely related, the law of the state where the marriage was contracted shall apply.


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Article 1.28. Law applicable to matrimonial property relations between spouses


1. The matrimonial property legal regime shall be governed by the law of the state of domicile of the spouses. Where the spouses are domiciled in different states, the law of their common state of citizenship shall apply. Where the spouses have never had a common domicile and are citizens of different states, the law of the state where the marriage was contracted shall apply.


2. The law applicable to contractual legal regime of matrimonial property shall be determined by the law of the state chosen by the spouses upon agreement. In this event, the spouses may choose the law of the state in which they are both domiciled or will be domiciled in future, or the law of the state in which the marriage was contracted, or the law of the state of which one of the spouses is a citizen. The agreement of the spouses upon the applicable law shall be valid if it is in compliance with the requirements of the law of the chosen state or the law of the state in which the agreement is made.


3. The applicable law chosen upon agreement of the spouses may be invoked against third persons only if they knew or ought to have known of that fact, i.e. if the third persons knew or ought to have known the chosen law that governed the matrimonial property regime when the legal relationship commenced.


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4. The applicable law chosen upon agreement of the spouses may be used in resolving a dispute related to real rights in immovable property only in the event if the requirements of public registration of this property and of the real rights therein, as determined by the law of the state where the property is located, were complied with.


5. Any agreed change of the matrimonial property legal regime shall be governed by the law of the state of domicile of the spouses at the time of the change. Where the spouses were domiciled in different states at the time of the change of the matrimonial property legal regime, the applicable law shall be the law of their last common domicile, or failing that, the law governing matrimonial property relations between the spouses.


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Article 1.29. Law applicable to legal separation and divorce


1. Legal separation and divorce shall be governed by the law of the spouses’ state of domicile


2. If the spouses do not have their common domicile, the law of the state of their last common domicile shall apply, or failing that, the law of the state where the case is tried.


3. If the law of the state of common citizenship of the spouses does not permit divorce or imposes special conditions for divorce, the divorce may be performed in accordance with the law of the Republic of Lithuania if one of the spouses is also a Lithuanian citizen or is domiciled in the Republic of Lithuania.

 


Article 1.30. Jurisdiction in the cases of annulment of marriage, divorce and legal separation

The courts of the Republic of Lithuania shall have jurisdiction over actions of annulment of marriage, divorce or legal separation in the cases provided for by the Code of Civil Procedure of the Republic of Lithuania.


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Article 1.31. Law applicable to the ascertainment of the origin of a child (legitimation)


1. The origin of a child (acknowledgement, ascertainment or contest of paternity or maternity) shall be established either in accordance with the law of the state the citizenship of which the child acquired at his birth, or with the law of the state which is recognised as the domicile of the child at the time of his birth, or with the law of the state in which one of the child’s parents is domiciled, or with the law of the state the citizen of which one of the parents was at the time of the child’s birth, whichever is more beneficial to the child.


2. The consequences of legitimation shall be governed by the law of the state of domicile of the child.


3. If a child or one of his parents is domiciled in the Republic of Lithuania, the matters of legitimation shall be decided by the courts or other state institutions of the Republic of Lithuania.


4. The parents’ (the father’s or the mother’s) legal active capacity in acknowledging paternity/maternity shall be governed by the law of the state of his or her domicile at the time of the acknowledgement. The form of the acknowledgement of paternity/maternity shall be governed by the law of the state in which it is made or by the law of the state of the child’s domicile.


5. The provisions of this Article shall also apply to the legitimation of a child born out of wedlock.


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Article 1.32. Law applicable to relationships between the parents and the child


1. Personal and property relationships between the parents and the child shall be governed by the law of the state of the child’s domicile.


2. If neither parent is domiciled in the state of the child’s domicile, while the child and the parents are citizens of the same state, the law of the state of their common citizenship shall apply.


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Article 1.33. Law applicable to adoption relationship


1. Relationships of adoption shall be governed by the law of the state of the child’s domicile.


2. Where it becomes evident that the adoption performed according to the law of the state of the child’s (the adoptee’s) domicile will not be recognised in the state of domicile or citizenship of the adoptive parent(s), the adoption may be performed pursuant to the law of the state of domicile or citizenship of the adopter(s) if this will not prejudice the best interests of the child. If the recognition of adoption remains uncertain, the adoption shall not be allowed.


3. Relations between the adopted person (the adoptee) on the one side, and the adopting person(s) (the adopter(s)) and the relatives of the latter on the other side shall be governed by the law of the state of the adopter(s)’ domicile.


4. Cases related to adoption shall fall within the jurisdiction of the courts of the Republic of Lithuania if the child (the adoptee) or the adopting person(s) are domiciled in the Republic of Lithuania.

 


Article 1.34. Law applicable to protective measures in relation to minors, their guardianship and curatorship

Law applicable to the protection of minors, their guardianship and curatorship shall be determined pursuant to the Hague Convention of 5 October 1961 concerning the Powers of Authorities and the Law Applicable in Respect of the Protection of Minors.


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Article 1.35. Law applicable to guardianship and curatorship of family members who have reached majority


1. Guardianship and curatorship of family members who have reached majority shall be governed by the law of the state of such incapable persons’ domicile.


2. Cases related to guardianship or curatorship of persons who have reached majority shall fall within the jurisdiction of the courts of the Republic of Lithuania if the incapable person’s domicile or his property is located in the Republic of Lithuania.

 


Article 1.36. Law applicable to maintenance obligations (alimony relationships) within the family

Maintenance obligations (alimony) within the family shall be governed by the Hague Convention of 2 October 1973 on the Law Applicable to Maintenance Obligations.

 


SECTION FIVE

LAW APPLICABLE TO CONTRACTUAL OBLIGATIONS


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Article 1.37. Law applicable to contractual obligations


1. Contractual obligations shall be governed by the law agreed upon by the parties. Such agreement of the parties may be expressed in the form of separate terms of the concluded contract or it may be determined in accordance with the factual circumstances of the case. The law of the state designated by agreement of the contracting parties may be applied to the whole contract or only to a part or parts thereof.


2. The initially chosen law applicable to contractual obligations may be changed by agreement of the parties at any time. A change of the applicable law shall have retroactive effect, however, such change may not be invoked against third persons and shall not render the contract void.


3. The choice of the law applicable to a contract as made by agreement of the parties may not be the grounds for refusing to apply the mandatory legal rules of the Republic of Lithuania or those of any other state that cannot be changed or waived by agreement of the parties.


4. Where no law applicable to a contractual obligation is designated by agreement of the contracting parties, the law of the state with which the contractual obligation is most closely connected shall apply. The contractual obligation shall be presumed to be the most closely connected with the state in the territory of which:


1) the party bound to perform the obligation most characteristic to the contract is domiciled or has its central administration. If the obligation is most closely connected with the law of the state where the business of the party to the obligation is located, the law of that state shall apply;


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2) the immovable property is located, if the subject matter of the contract is the right in the immovable thing or the right to its use;


3) a carrier has the principal place of business at the time when the contract for carriage is concluded, if the state of the principal place of business of the carrier is also the same state where the cargo was loaded, or the head office of the sender is located, or the place the cargo was dispatched from.


5. Paragraph 4 of this Article shall not apply where it is impossible to determine the place of performance of the obligation most characteristic to the contract and the presumptions established in this paragraph may not be relied upon as it is evident from the circumstances of the case that the contract is most closely connected with another state.


6. A contract of insurance shall be governed by the law of the state where the domicile or the place of business of the insurer is located; a contract of insurance in respect of an immovable thing shall be governed by the law of the state in the territory of which the thing is located.


7. An arbitration agreement shall be governed by the law applicable to the principal contract, and in the case of invalidity of the principal contract, by the law of the place where the arbitration agreement was concluded. Where it is impossible to identify the place of conclusion, the law of the state in which arbitration is situated shall apply.


8. Contracts concluded in a stock exchange or auction shall be governed by the law of the state in which the stock exchange or auction is located.


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Article 1.38. Law applicable to the form of transaction


1. The form of transaction shall be governed by the provisions established in paragraph 1 of Article 1.37 of this Code.


2. Where no applicable law is designated by agreement of the parties, the form of transaction shall be governed by the law of the place where the parties entered into that transaction. A contract made by the parties residing in different states shall also be considered valid if its form corresponds to the legal requirements in respect of the form of the relevant transaction established in the national law of at least one of those states.


3. The form of transactions regarding an immovable thing or the rights therein shall be governed by the law of the state in which the immovable thing is located.


4. The form of consumer contracts shall be governed by the law of the place of the consumer’s domicile.


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Article 1.39. Particularities of application of foreign law to consumer contracts


1. No longer effective from 13 June 2014.


2. The right of the contracting parties established in paragraph 1 of Article 1.37 of this Code to make a choice of the law applicable to a contractual obligation shall not result in depriving or restricting the consumer of the right to protect his interests by the remedies determined by the provisions of the law of the state of his domicile where:


1) the formation of the contract in the state of his domicile was preceded by a special offer or by advertising in that country;


2) the consumer was induced by another contracting party to travel to a foreign state for the purpose of forming the contract;


3) the order was received by the other party or his agent from the consumer in the state of the latter’s domicile.


3. Where the parties to a consumer contract have not made a choice of the applicable law, the law of the state in which the consumer is domiciled shall apply.


4. The provisions of this Article shall not apply to contracts of carriage as well as contracts for the supply of services under which the services are to be supplied to the consumer exclusively in a country other than the Republic of Lithuania.


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Article 1.40. Laws applicable to the form, period of validity and content of a power of attorney

The form of a power of attorney shall be governed by the law of the state in the territory of which it is issued. The period of validity of a power of attorney, where it is not indicated in the document itself, the powers (rights and obligations) of the agent, the bilateral liability of the principal and the agent, and their liability in respect of third persons shall be governed by the law of the state in which the agent acts.

 


Article 1.41. Law applicable to deeds of gift


1. Deeds of gifts shall be governed by the law of the state of the donor’s domicile or his business activities, except for deeds of gift of an immovable thing, as such contracts shall be governed by the law of the state where that immovable thing is located.


2. A deed of gift may not be declared invalid as to its form if the form corresponds to the requirements of the law of the state in which the deed of gift was concluded, or of the law of the state of the donor’s domicile or the place of his business activities.


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Article 1.42. Law applicable to the assignment of a claim and the assumption of a debt


1. Relations connected with the assignment of a claim and the assumption of a debt shall be governed by the law chosen by the parties upon agreement.


2. The choice of law made by the parties in the assignment of a claim may not be applied against the debtor without his consent to the application of the chosen law.


3. In the event of the parties not having made a choice of the applicable law, relations connected with the assignment of a claim and the assumption of a debt shall be regulated by the law governing the principal obligation, the claim arising from which (the debt) is to be assigned (assumed).


4. The form of the assignment of a claim or the assumption of a debt shall be governed by the law applicable to the contract of assignment or assumption.

 


SECTION SIX

LAW APPLICABLE TO DELICTUAL OBLIGATIONS


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Article 1.43. Law applicable to delictual obligations


1. Rights and obligations of the parties resulting from tort shall be governed, at the choice of the aggrieved party, either by the law of the state where the tortious act was committed or any other tortious circumstances occurred, or by the law of the state in which the damage occurred.


2. Where it is impossible to determine the place where the act was committed or other circumstances occurred, or the state in which the damage occurred, the law of the state most closely connected with the case on reparation for damage shall apply.


3. After the incurrence of damage, the parties may agree that the law applicable to the reparation for damage shall be the law of the state where the case concerned is being heard.


4. Where both parties are domiciled in the same state, the law of that state shall be applicable to the reparation for damage.


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5. An obligation to make reparation for damage caused by defective products shall be governed by the law of the state where the damage was incurred if the aggrieved person is domiciled in the same state, or it is the place of business of the person liable for the damage, or the products of inferior quality were acquired there by the aggrieved person. If the state of domicile of the aggrieved person coincides with the state of the place of business of the person liable for the damage caused, or with the state in which the defective product was acquired, the law of the state of the aggrieved person’s domicile shall apply. Where it is impossible to determine the applicable law in accordance with the criteria indicated in this paragraph, the law of the state where the business of the person liable for the damage is located shall apply, except in cases when the claim of the plaintiff is based on the law of the state in which the damage was caused.


6. The terms of civil liability, its extent, the person liable and the terms of exemption from civil liability shall be governed by the law applicable to the obligations resulting from the delictual obligations.


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Article 1.44. Law applicable to claims resulting from a traffic accident

Claims resulting from a traffic accident shall be governed by the Hague Convention of 4 May 1971 on the Law Applicable to Traffic Accidents.

 


Article 1.45. Law applicable to claims resulting from infringement of personal non-property rights


1. Claims for reparation of damage resulting from infringement of personal non-property rights by acts of the media shall be governed, depending on the choice of the aggrieved person, by the law of the state where the aggrieved person is domiciled, or has his place of business, or where the infringement occurred, or by the law of the state where the person who caused the damage is domiciled or has his place of business.


2. A response to the media (denial) shall be governed by the law of the state in which the publication appeared, or the radio or television programme was broadcast.

 


Article 1.46. Law applicable to claims for reparation of damage resulting from an act of unfair competition

Claims for reparation of damage resulting from an act of unfair competition shall be governed by the law of the state in whose market the negative effects of unfair competition occurred. If the act of unfair competition has affected exclusively the interests of an individual person, the applicable law shall be that of the state where the place of business of the aggrieved person is located.

 


Article 1.47. Plurality of debtors

If damage is caused by several persons, the applicable law shall be determined separately for each of them in accordance with the provisions of Article 1.43 of this Code.


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SECTION SEVEN

LAW APPLICABLE TO REAL RIGHTS

 


Article 1.48. Law applicable to ownership legal relations


1. The ownership right and other real rights in an immovable and movable thing shall be governed by the law of the state where the thing was located at the moment of change of its legal status. Acknowledgement of a thing to be movable or immovable shall be governed by the law of the state in which the relevant thing is located.


2. Official registration of the ownership right and other real rights shall be governed by the law of the state where the thing is located at the time of its registration.


3. The ownership right and other real rights in a thing in transit (cargo) shall be governed by the law of the state of destination of this thing.


4. The ownership right to an immovable thing resulting from acquisitive prescription shall be governed by the law of the state where the thing is located.

 


Article 1.49. Right of the parties to choose the law applicable to a movable thing


1. The parties may choose upon their agreement the law of the state of dispatch or the state of destination of the thing, or the law regulating the underlying legal transaction as the law applicable to the arisal and termination of the rights to the movable property.


2. The choice of the applicable law may not affect the rights of third persons.


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Article 1.50. Law applicable to encumbrance of the right in a movable thing


1. Where a movable thing over which encumbrance of right was validly established abroad is imported into the Republic of Lithuania, that encumbrance shall be acknowledged to be likewise valid in the Republic of Lithuania.


2. Retention of title over a movable thing lawfully established abroad shall remain valid after that thing has been transported into the Republic of Lithuania, though such retention may not affect the rights of third persons in good faith.


3. Retention of title over an exported movable thing shall be governed by the law of the state of its place of destination.

 


Article 1.51. Law applicable to pledge


1. The pledge of rights, securities and claims shall be governed by the law chosen by the parties, though the choice of law may not affect the rights of third persons.


2. In the absence of the parties’ choice of law, the pledge of claims and securities shall be governed by the law of the state where the place of domicile or business of the secured creditor is located; the pledge of other rights shall be governed by the law applicable to such rights.

 


SECTION EIGHT

LAW APPLICABLE TO INTELLECTUAL PROPERTY RIGHTS


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SECTION EIGHT

LAW APPLICABLE TO INTELLECTUAL PROPERTY RIGHTS

 


Article 1.52. Law applicable to contracts related to intellectual property rights


1. In the absence of the parties’ choice of applicable law (Article 1.37 of this Code), contracts related to intellectual property rights shall be governed by the law of the state where the party transferring the intellectual property rights or granting the use thereof has his domicile or the place of business.


2. Contracts between an employer and an employee regarding the rights to intellectual property created by the employee in the course of his employment shall be governed by the law applicable to employment contracts.

 


Article 1.53. Intellectual property rights and the law applicable to their protection


1. Intellectual property rights and their protection shall be governed by the law of the state where the protection of the intellectual property rights is sought.


2. In the event of infringement of intellectual property rights, the parties may agree, after the occurrence of the damage, that the applicable law shall be the law of the state where the court hearing the case concerned is located.

 


SECTION NINE

LAW APPLICABLE TO OTHER OBLIGATIONS


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SECTION NINE

LAW APPLICABLE TO OTHER OBLIGATIONS

 


Article 1.54. Law applicable to obligations arising from the reception of a thing not due or unjust enrichment


1. Claims resulting from an obligation performed without any legal grounds for such performance shall be governed by the law of the state pursuant to the laws of which the legal grounds for the obligation are determinable.


2. Claims related to the reception of a thing not due resulting from unlawful actions shall be governed by the law of the state where such unlawful actions were performed.


3. Where reception of a thing not due or unjust enrichment occurs from the existing legal relationship between the parties, the law determining that legal relationship shall apply.

 


Article 1.55. Law applicable to unilateral transactions

Unilateral transactions shall be governed by the law of the state where they were formed

 


Article 1.56. Law applicable to securities


1. Cheques and bills of exchange shall be governed by the provisions set forth in the Geneva Convention of 19 March 1931 for the Settlement of Certain Conflicts of Laws in connection with Cheques and the Geneva Convention of 7 June 1930 for the Settlement of Certain Conflicts of Laws in connection with Bills of Exchange and Promissory Notes.


2. Other securities shall be governed by the law of the state where they are issued (drawn).


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Article 1.57. Law applicable to the currency in which payments are to be made


1. Currency in which payments are to be made shall be determined by the law of the state where the payment must be made unless the parties have chosen upon their agreement the currency in which the payments are to be made.


2. In all other cases, currency shall be regulated by the law of the state which issued the currency.

 


Article 1.58. Law applicable to obligations deriving from other grounds

Obligations deriving from the handling of affairs of another person, likewise obligations deriving from other grounds not specified in this Chapter, shall be governed by the law of the state where the grounds for the obligation occurred.

 


Article 1.59. Law applicable to prescription

Prescription shall be governed by the law applicable in determining the rights and obligations of the participants in the relevant civil legal relationship.

 


SECTION TEN

LAW APPLICABLE TO LEGAL RELATIONS OF SUCCESSION

 


Article 1.60. Capacity to make a will

The capacity of making, amending or revoking a will shall be governed by the law of the state of the testator’s domicile. Where a person has no domicile or it is impossible to be determined, the capacity of such person to make a will shall be governed by the law of the state where the will is made.


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Article 1.61. Form of a will


1. The form of a will, its amendment or revocation shall be governed by the law of the state where these acts are performed.


2. A will as well as its amendment or revocation shall also be valid in regard to the form if the form of the indicated acts is in compliance with the requirements of the law of the state of the testator’s domicile, or those of the laws of the state whose citizen the testator was at the time when the relevant acts were performed, or the law of the state of the testator’s residence at the time when those acts were performed or at the time of his death. A will in respect of an immovable thing, as well as any amendment or revocation thereof shall be valid if the form of the acts concerned is in compliance with the requirements of the law of the state where the immovable thing is located.


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Article 1.62. Law applicable to other legal relations of succession


1. Other legal relations of succession, with the exception of those related to inheritance of immovable things, shall be governed by the law of the state of domicile of the testator at the time of his death. Relations of succession in respect of an immovable thing shall be governed by the law of the state where the immovable thing is located.


2. Where succession opens upon the death of a citizen of the Republic of Lithuania, irrespective of the law applicable, his heirs residing in the Republic of Lithuania who are entitled to the mandatory share of succession shall inherit this share in accordance with the law of the Republic of Lithuania, except for the immovable things.


3. Where, in accordance with the law applicable to relations of succession, property cannot devolve to a foreign state, and where no other heir thereto is known and the property is located in Lithuania, that property shall be devolved to the ownership of the Republic of Lithuania.

 


PART II

TRANSACTIONS

 


CHAPTER III

CONCEPT AND FORM OF TRANSACTIONS


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PART II

TRANSACTIONS

 


CHAPTER III

CONCEPT AND FORM OF TRANSACTIONS

 


Article 1.63. Concept and types of transactions


1. Transactions shall be the actions of persons intended to create, modify or abolish civil rights and duties.


2. Transactions may be unilateral, bilateral or multilateral.


3. A transaction shall be considered to be unilateral where the expression of the will of one party is a necessary and sufficient condition for its conclusion.


4. A unilateral transaction shall impose obligations exclusively on the person who concludes it. Obligations on any other persons shall be imposed by a unilateral transaction only in the cases established by laws or by agreement between the persons concerned.


5. Legal norms which regulate obligations and contracts shall apply to unilateral transactions to the extent that this does not prejudice laws and the essence of the unilateral transaction.


6. A transaction shall be considered to be bilateral where the concerted will of two parties is a necessary condition for its conclusion.


7. A transaction shall be considered to be multilateral where the concerted will of three or more parties is a necessary condition for its conclusion.


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Article 1.64. Form of the expression of will


1. The free will of a person who enters into a transaction may be expressed verbally, in writing, by action or in any other manner of expressing will.


2. The will of a person may be implied subject to the special circumstances under which the transaction is concluded.


3. Silence shall be deemed to be an expression of will exclusively in the cases established by laws or agreed upon by the parties to the transaction.


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Article 1.65. Expression of will by means of a public notice


1. In the cases established by laws or a contract, a person – the declarant – shall have the right to express his will by means of a public notice (public authorisation, public annulment of authorisation, etc.) in accordance with the procedure established by this Article.


2. A public notice shall be published in a newspaper that is issued in the last known place of residence or business either of the other party to the transaction or that of the declarant of will (if such a newspaper exists), also in one of the national newspapers of the Republic of Lithuania, while in the cases provided for in the contract – on the website specified by the contract. The court may, if necessary, establish any other procedure for the expression of a person’s will by means of a public notice.


3. Expression of will by a public notice shall be presumed to have become known to the other party to the transaction upon the lapse of 14 days from the date of the last public notice. However, this presumption shall not apply if the person who expressed his will by a public notice failed to perform every possible action available to him for the ascertainment of the place of residence or business of the other party to the transaction.


4. Expression of will by a public notice shall be made at the expense of the declarant of the will.


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Article 1.66. Conditional transaction


1. A transaction may render the appearance, modification or extinguishment of rights and duties dependent upon the fulfilment or non-fulfilment of certain conditions.


2. A transaction shall be deemed to be concluded with a suspensive condition if the arising of rights and duties therefrom is conditioned by the parties upon an uncertain event.


3. A transaction shall be deemed to be concluded with a resolutory condition if the extinguishment of rights and duties arising therefrom is conditioned by the parties upon an uncertain event.


4. A transaction shall be null and void if the arising, modification or extinguishment of rights and duties is conditioned by the parties upon the fulfilment of an unlawful condition or a condition incompatible with the public order or good morals, or upon the performance of unlawful actions.

 


Article 1.67. Consequences of an unfair hindering or assistance in the appearance of a condition


1. Where the appearance of a condition is unfairly hindered by a party to whom the condition is disadvantageous, this condition shall be considered as having existed.


2. Where the appearance of a condition is unfairly facilitated by a party to whom the condition is advantageous, this condition shall be considered as not having existed.


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Article 1.68. Other consequences of a conditional transaction


1. If a condition had already been fulfilled at the time when the transaction was concluded, such transaction shall be unconditional in the case of a suspensive condition, and null and void in the case of a resolutory condition.


2. If non-fulfilment of the conditions was already certain at the time when the transaction was concluded, such transaction shall be unconditional in the case of a suspensive condition, and null and void in the case of a resolutory condition.


3. A transaction subject to a suspensive condition which is objectively impossible shall be null and void; a transaction subject to a resolutory condition which is objectively impossible shall be unconditional.


4. A transaction subject to a suspensive condition shall be null and void if the condition is dependent solely upon the will of the debtor.


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Article 1.69. Place of the conclusion of a transaction


1. A unilateral transaction shall be deemed to have been concluded in the place where the will of a party to the transaction is expressed (the place where an authorisation is given or a will (a testament) is made, etc.).


2. A bilateral or multilateral transaction shall be deemed to have been concluded in the place of residence or business of the offeror unless otherwise provided by agreement between the parties or by law.


3. Where the receipt of the notice of acceptance by the offeror is not a necessary condition for the conclusion of a transaction, such transaction shall be deemed to have been concluded in the place of residence or business of the acceptor, or the place in which the factual actions of the acceptor were performed.

 


Article 1.70. Procedure for the conclusion of transactions


1. Natural persons shall conclude transactions themselves or through their agents. It shall not be allowed to conclude a transaction through an agent if, dependent on the nature of the transaction, it may be concluded only by the natural person himself; the same stands for any other transactions determined by laws.


2. Transactions on behalf of legal persons shall be concluded by the bodies or agents indicated in their incorporation documents.


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Article 1.71. Form of transactions


1. Transactions shall be made in writing (in the ordinary or notarial form) or their conclusion may be implied by conduct.


2. A transaction, in respect of which there is no specific form established by laws, shall be deemed to have been concluded if the person demonstrates by his behaviour the will to form a transaction (a contract formed by conduct).

 


Article 1.72. Verbal form of transactions


1. Where the written form is not required by laws or by agreement of the parties as a necessary condition for the conclusion of a transaction, the transaction may be concluded verbally.


2. Transactions resulting from the performance of a written contract may be concluded verbally provided that this is not in conflict with laws or the contract.


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Article 1.73. Written form of transactions


1. The following must be made in the ordinary written form:


1) transactions concluded by natural persons where, at the time of their conclusion, the value of the property upon which the transaction is concluded exceeds one thousand five hundred euros, except for such transactions which are performed at the time of their conclusion;


2) transactions on the foundation of legal persons, except for transactions on the foundation of partnerships, which shall be made in the notarial form;


3) contracts for the sale of goods-by instalments;


4) insurance contracts;


5) arbitration agreements;


6) contracts for the lease of a movable thing for a term of over one year;


7) preliminary contracts;


8) contracts of life annuity (contracts of rent);


9) compromise agreements;


10) contracts for the sale of a motor vehicle;


11) other transactions for which the mandatory ordinary written form is prescribed by this Code or other laws.


2. Written transactions shall be made either by drawing up one document signed by all the parties to the transaction or by the parties exchanging separate documents. Documents signed by the parties and transmitted by means of telecommunications terminal equipment shall be conferred the same power as having been made in the written form, provided that the protection of the text is guaranteed and the signature can be identified.


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3. The parties may agree to adopt additional requirements for the written form of the transaction (signatures of certain persons, affixation of a stamp on the document, assignment of a special form for the document, etc.) and provide for the legal effects of non-compliance with such requirements. Where the parties fail to comply with the established requirements, the transaction shall not be deemed concluded unless the parties agree otherwise.


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Article 1.74. Notarised transactions


1. The following transactions must be drawn up in the notarial form:


1) transactions on the transfer of the real rights in an immovable thing and transactions on the encumbrance of the real rights and of the immovable thing, except for the transactions on the transfer of an immovable thing made in the course of the bankruptcy proceedings unless this Code provides otherwise;


2) contracts of marriage (pre-nuptial and post-nuptial);


3) contracts for the sale of private limited liability companies, where 25 per cent or more of the shares of a private limited liability company are sold or where the selling price of the shares exceeds EUR 14 500, except for the cases where management of personal securities accounts of the shareholders of the private limited liability company are transferred to the legal person entitled to open and manage personal accounts of financial instruments, or where the shares of a private limited liability company are sold upon conclusion of a privatisation transaction of shares held by the State or municipality by the right of ownership;


4) other transactions which are to be notarised in accordance with the mandatory provisions of this Code.


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Article 1.75. Legal registration of transactions


1. The law may establish mandatory legal registration of certain transactions. A transaction shall produce its effects between the parties even if it is not registered in the mandatory order. In such cases, the rights and duties of the parties do not arise from the registration of the transaction, but from the moment established by law or by agreement of the parties, except in cases where it is established by this Code that the rights and duties of the parties arise only from the moment of registration of the transaction concerned. 


2. The parties to an unregistered transaction may not invoke the fact of transaction against third persons and argue their rights against third persons by relying on other means of proof.


3. If the same real rights or the same thing is acquired by several acquirers but only one of them registers that transaction, it shall be considered that the acquirer who has registered the transaction is vested with that thing or with the real rights in that thing. If none of the acquirers registers the transaction, it shall be considered that the acquirer who is the first to form that transaction is vested with the rights indicated above.


4. If several persons register their property rights or real rights in the same thing, it shall be considered that the person who is the first to register that transaction is vested with these rights.


5. Damage caused to persons by unlawful acts of the officials of state institutions or other organisations effectuating mandatory legal registration of transactions shall be compensated by the State.


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Article 1.76. Signing of transactions drawn up in writing


1. Transactions drawn up in writing must be signed by the contracting parties. Where a natural person, due to his physical defect, illness or any other reason, cannot sign the transaction himself, he may authorise another person to sign it on his behalf. The signature of the latter must be certified by a notary; or the head or a deputy head of the enterprise, institution or organisation where the person concerned is employed or studies; or by the head physician or a deputy head physician of the in-patient medical institution where the person concerned undergoes treatment; or by the commander of the military unit or a deputy commander thereof if the transaction is made by a soldier; or by the master of a ship during the period of a long voyage; in addition, the reason for which the person entering into the transaction is unable to sign it himself must be indicated.


2. Where the transaction is made by employing telecommunications terminal equipment, in all cases there must be sufficient data for the verification of the parties to the transaction. Where such data are not available, in the event of a dispute, the parties may not rely upon witness evidence to prove the fact of the conclusion of the transaction.

 


Article 1.77. Conclusion of transactions in the form other than permitted by law


1. Transactions which are permitted by laws to be concluded verbally may also be made in the ordinary written or notarial form.


2. Transactions for the conclusion of which the ordinary written form is prescribed by law may also be drawn up in the notarial form.

 


CHAPTER IV

VOIDABILITY OF TRANSACTIONS


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CHAPTER IV

VOIDABILITY OF TRANSACTIONS

 


Article 1.78. Null and voidable transactions


1. If the nature of nullity is clearly indicated in the law, a transaction shall be presumed to be null, irrespective of the fact of existence of a court judgment upon its annulment. The parties may not ratify a transaction which is null and void.


2. Any transaction for the declaration of voidability of which a court judgment is necessary shall be a voidable one.


3. A transaction may be deemed to be null and void only on the grounds established by laws.


4. An action for the voidability of a voidable transaction may be invoked only by the persons indicated in the laws.


5. A claim to apply the legal effects arising from a transaction that is null and void may be invoked by any interested person. The legal effects of a null and void transaction, also the fact of its nullity shall be stated by the court ex officio (on its own motion).


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Article 1.79. Ratification of a voidable transaction


1. A party possessing the right to invoke voidability of a transaction may ratify it within the time limit established by the other party or the laws. After ratifying the transaction, the party shall forfeit the right to claim voidability of that transaction.


2. It shall be presumed that a transaction is ratified by the party if, after it became possible for the party to ratify or dispute it, any of the following have taken place:


1) the transaction has been performed in whole or in part;


2) a demand has been made against the other party for the performance of the transaction;


3) a security for the performance of the obligation subject to ratification has been granted to the other party;


4) the rights acquired under that transaction have been transferred to another person in whole or in part.


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Article 1.80. Nullity of a transaction that is contrary to the requirements of mandatory statutory provisions


1. Any transaction that fails to meet the requirements of mandatory statutory provisions shall be null and void.


2. When a transaction is null and void, each party shall be bound to restore to the other party everything they have received under that transaction (restitution), and, where it is impossible to restore in kind the received, the parties shall be bound to compensate the received to each other in money unless the laws provide for other consequences of nullity of the transaction.


3. The rules of restitution shall be established by Book Six of this Code.


4. The property which was the subject of the transaction that has been declared null and void may not be claimed from the third person who has acquired the property in good faith, except in cases provided for in paragraphs 1, 2 and 3 of Article 4.96 of this Code.


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Article 1.81. Nullity of a transaction that is contrary to public order and good morals


1. A transaction that is contrary to public order or good morals shall be null and void.


2. Where a transaction is null and void on the grounds established in paragraph 1 of this Article, the rules provided for in paragraph 2 of Article 1.80 of this Code shall not apply if both parties knew or ought to have known that the transaction was contrary to public order or good morals.


3. Unilateral or bilateral restitution may take place where its application is not contrary to the mandatory statutory provisions or good morals, i.e. where the purpose of the transaction contradicting public order or norms of good morals was not achieved, and the rules of public law do not establish any property sanctions in regard to the parties to such transaction.


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Article 1.82. Voidability of a transaction contradicting the legal passive capacity of a legal person by whom the transaction was concluded


1. Transactions concluded by the management bodies of a private legal person in breach of their remit laid down in the incorporation documents or contradicting the goals of that legal person may be declared void only in the cases where the other party acted in bad faith, i.e. he was aware or ought to have been aware that the transaction was contrary to the goals of the legal person concerned. In such cases, the fact of announcement of the incorporation documents of the legal person concerned shall not be a sufficient proof of the other party’s bad faith, therefore the legal person shall be bound to prove that the other party deliberately acted in bad faith (Article 2.74 and Articles 2.83 to 2.85 of this Code).


2. Transactions concluded by public legal persons that are contrary to the goals of their activities may be declared void.


3. An action for the declaration of voidness on the grounds established by this Article may be brought by the legal person, the founder(s) or a member(s) thereof. The laws may also specify other persons entitled to bring such an action, or special requirements which have to be met by the persons bringing such an action (e.g., holding of a certain number of shares (deciding votes)).


4. Transactions indicated above shall be governed by the rules prescribed in paragraph 2 of Article 1.80 of this Code.


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Article 1.83. Legal effects of a transaction concluded on behalf of a legal person that is not registered pursuant to the procedure established by laws or has no licence to engage in certain activities


1. Where a transaction is concluded on behalf of a legal person that is not registered pursuant to the procedure established by laws, the natural person by whom such a transaction is concluded shall acquire the rights and assume the duties arising from that transaction, providing there are no other grounds for declaring such transaction void.


2. Where transactions are concluded on behalf of a legal person prior to its registration, the persons by whom these transactions are concluded shall be jointly and severally liable unless the legal person, after it is registered, assumes the obligations resulting from those transactions (Article 2.61 of this Code).


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Article 1.84. Voidability of a transaction concluded by a legally incapable natural person


1. A transaction shall be voidable if concluded by a minor under fourteen years of age, except in cases where the minor, within the limits imposed by his age and in accordance with this Code and other laws of the Republic of Lithuania, may enter into transactions independently to satisfy his ordinary and usual needs.


2. A transaction shall be voidable if concluded by a natural person who, pursuant to the procedure established by law, has been declared legally incapable in a certain area due to his mental of behavioural disorder in that particular area.


3. In the cases established in paragraphs 1 and 2 of this Article, apart from the consequences provided for in paragraph 2 of Article 1.80 of this Code, the legally capable party shall be obliged to compensate the expenses incurred by the other party, also any damage to the latter’s property or loss thereof if the capable party was aware or ought to have been aware of the incapacity of the other party in that area.


4. The voidness of such transaction may be invoked by statutory representatives of the person incapable in a certain area as well as by a public prosecutor. Where a transaction is beneficial to the person incapable in a certain area, it may be ratified by the statutory representative of the latter in accordance with the procedure established by laws.


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Article 1.85. Invalidation of transactions concluded without assistance by a natural person with limited legal capacity or by a natural person who requires assistance in exercising his decision-making capacity in a certain area


1. A transaction concluded without the consent of the curator by a natural person, whose legal capacity is limited in a certain area due to his mental and behavioural disorder, may be declared null and void by a court upon the action of the curator or a public prosecutor.   


2. A transaction concluded without assistance by a natural person who requires assistance in exercising his decision-making capacity in a certain area may be declared null and void on the grounds of the invalidity of transactions provided for in this Code upon the action of the person providing assistance or a public prosecutor.


3. If a transaction indicated in the preceding paragraph of this Article is declared null and void, the provisions of paragraph 3 of Article 1.84 of this Code shall apply.


4. A curator may also ratify the transaction after its conclusion if the transaction is beneficial to the person with limited legal capacity in a certain area.

 


Article 1.86. Nullity of a fictitious transaction


1. A transaction made for the sake of appearance without intention to create legal effects shall not produce its effects between the parties and shall be null and void.


2. The provisions established in paragraph 2 of Article 1.80 of this Code shall apply to the transactions specified above.


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Article 1.87. Nullity of a simulated transaction


1. Where a transaction is concluded to cover up another transaction, i.e. where the parties’ intent to conclude a transaction is different from the simulated transaction, the rules applicable to the intended transaction shall apply.


2. Where the rights or legitimate interests of third persons are violated by a simulated transaction, the third persons in defence of their rights may plead simulation against the parties of the simulated transaction.


3. The fact of a simulated transaction may not be used as a defence by the contracting parties against third persons who in good faith have acquired rights from the simulated transaction.

 


Article 1.88. Declaring voidable a transaction made by a minor aged between fourteen and eighteen years old


1. A transaction concluded by a minor aged between fourteen and eighteen years old without the consent of his parents or curators may be declared void in court on the action of such minor’s parents or curators, with the exception of transactions which the minor may conclude independently in accordance with this Code and other laws of the Republic of Lithuania.


2. Where the transaction specified in paragraph 1 of this Article is declared void, the provisions established in paragraph 3 of Article 1.84 of this Code shall apply.


3. Statutory representatives of a minor can ratify the transaction that was concluded without a proper consent, by giving their consent after the transaction has been concluded, if the transaction is beneficial to the minor concerned.


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Article 1.89. Declaring voidable a transaction concluded by a natural person who was unable to understand the meaning of his own actions


1. A transaction concluded by a legally capable natural person may be annulled in court on the action of the natural person concerned if, by reason of his state at the moment of conclusion of the transaction, he was unable to understand the meaning of his acts or to control them.


2. Where the transaction specified in paragraph 1 of this Article is declared void, besides the consequences established in paragraph 2 of Article 1.80 of this Code, the following additional consequences shall arise: the other party shall be bound to compensate to the party who, at the moment of the conclusion of the transaction, was unable to understand his own actions or to control them, the expenses incurred, also any damage to his property or loss thereof, if that other party was aware or ought to have been aware of the state of the first contracting party.


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Article 1.90. Declaring voidable a transaction formed under the influence of a mistake 


1. A transaction resulting from the consent given by an essential mistake may be declared void in court on the person’s whose consent is vitiated action for its voidness.


2. A mistake shall be considered to be an erroneous assumption of the essential facts of the transaction that existed at the moment of the conclusion of the transaction.


3. In the event of annulment of a transaction concluded under the influence of an essential mistake, the provisions established in paragraph 2 of Article 1.80 of this Code shall apply.  In addition, the party upon whose action the transaction is declared void shall have the right to claim from the other party compensation for the expenses incurred or the damage to his property or loss thereof if this party proves that the mistake was caused through the other party’s fault. Where this is not proved, the party on whose action the transaction is declared void shall be bound to compensate to the other party the expenses incurred as well as the damage to his property or loss thereof.


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4. A mistake shall be essential where it relates to the nature, object or any other essential conditions of the transaction itself, or the civil legal status of the other contracting party or any other circumstances, and where a person of normal diligence and attentiveness would not have concluded a transaction in a similar situation or would have concluded it on essentially different terms if he had known the real state of events. A mistake shall likewise be considered essential where both contracting parties erred, or an error of one party induced the other party to err without the former’s intention to deceive, or if one party was aware or ought to have been aware of the mistake made by the other party and the requirement addressed to the mistaken party to perform the transaction would contradict to the principles of good faith, justice and reasonableness.


5. A mistake may not be considered essential if caused by gross negligence of the mistaken party, or induced by the circumstances, the risk of which was taken by the party upon himself or if, taking into account the concrete circumstances, the risk of mistake falls on that party in particular.


6. A mistake resulting from the expression or transmission of a party’s will shall be deemed to be a mistake committed by that party himself.


7. The mistaken party shall not have the right to claim for the annulment of a contract where his rights and interests may be adequately protected by invoking other remedies.


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Article 1.91. Voidability of a transaction concluded by a party whose consent was obtained by fraud, extorted by duress, economic pressure or induced by real threatening, likewise of a transaction concluded by the malicious agreement of an agent of one party with the other party, or a transaction entered into because of abusive circumstances 


1. A transaction may be declared voidable by a court on the action of the aggrieved party if it was concluded by fraud, under duress, economic pressure or real threatening, or if it was concluded by the malicious agreement of the agent of one party with the other party, or if, by entering into the transaction by reason of abusive circumstances, one party assumed obligations under unfair conditions.  


2. Where a transaction is declared voidable for any of the reasons specified in paragraph 1 of this Article, the other party shall be bound to restore to the aggrieved party everything he has obtained under that transaction, and, where it is impossible to restore (in kind), to compensate for its value in money In addition, the guilty party shall be bound to compensate to the aggrieved person all the expenses incurred.


3. Where a transaction is declared voidable by reason of fraud, violence, economic pressure, real threatening or the malicious agreement made between the agent of one party and the other party, the aggrieved party may, in addition to remedies provided for in the preceding paragraph of this Article, claim non-pecuniary damage caused by the actions indicated.


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4. For the purposes of this Article, the term ‘real threatening’ shall mean unjustifiable or unlawful actions of the other party or a third person directed towards the person, property or reputation of the other contracting party, or that of his parents, children, spouse, grandparents, grandchildren or any other close relatives; the threatening actions must be of such nature as to impress a reasonable person and to cause him fear that the person, property or reputation of the persons concerned may be exposed to damage and there is no other reasonable alternative except to enter into the transaction. Threatening shall also be deemed to be real where one party or a third person threatens to enforce measures of economic pressure against the other contracting party that is economically weaker or is in essence economically dependent in order to compel him to conclude a transaction under exceptionally economically disadvantageous conditions.  In determining the occurrence of real threatening, the court must take into account the age, economic and financial position, and the gender of the party towards whom the threat was directed, the nature of the threat, and any other conditions significant for the case.


5. In addition to the forms specified in the preceding paragraph of this Article, fraud may result from the silence of a party, i.e. from concealment of such circumstances being aware of which the other contracting party would not have formed the transaction and which, within the principles of reasonableness, justice and good faith, had to be disclosed to the other party; fraud may also result from active actions aimed at misleading the other contracting party as to the effect of the transaction, essential terms thereof, civil legal capacity of the person who enters into the transaction, and any other essential circumstances.


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6. If a third person, but not the other party to the transaction is guilty of fraud, duress or threatening, the transaction shall be declared voidable only in the cases where that other party was aware or ought to have been aware of those facts.


7. The fact of declaring voidable a transaction concluded under the influence of fraud may not be invoked against third persons in good faith, except in cases established by this Code.


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Article 1.92. Voidability of a transaction concluded by an agent outside the authority conferred on him

A transaction concluded by an agent outside the limitations of the authority conferred on him by laws or a contract may be declared voidable upon the action of the principal unless such transaction is ratified by the principal (Article 2.133 of this Code).


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Article 1.93. Voidability of a transaction resulting from the lack of requisites of its form established by laws


1. Failure to conclude a transaction in the form established by law shall render the transaction void only in the case where such consequence is expressly prescribed by law.


2. Where any dispute arises upon the fact of conclusion or performance of a transaction which fails to meet the necessary requirements for its ordinary written form, the parties shall lose the right to use testimony of witnesses as evidence to prove the facts indicated above; in the cases expressly prescribed by law, failure to adhere to the ordinary written form obligatory to a concrete kind of transaction shall result in the nullity of such transaction.


3. Failure to adhere to the notarial form required by law as a necessary condition of a transaction shall result in the nullity of the transaction.


4. Where one party in whole or in part performs his obligations arising from a transaction that must be notarised while the other party avoids the notarisation thereof, the court may, at the request of the party who has performed his obligations, declare such transaction valid. In such event, a subsequent notarisation of the transaction shall not be required.


5. Where nullity of a transaction results from the lack of necessary requisites of its form as established by laws, the consequences provided for in paragraph 2 of Article 1.80 of this Code shall arise.


6. A court may refrain from applying the provisions established in paragraph 2 of this Article where they contradict the principles of good faith, justice and reasonableness, in particular where:


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1) there exists other written evidence, even though indirect, that proves the conclusion of the transaction;


2) written evidence to prove the fact of the conclusion of the transaction has been lost not through the fault of the party;


3) taking into consideration the circumstances in which the transaction was concluded, it was objectively impossible to conclude that transaction in writing;


4) taking into consideration the interrelations between the parties, the nature of the transaction, and other circumstances of importance to the proceedings, prohibition to invoke testimonies of witnesses would contradict the principles of good faith, justice and reasonableness.


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Article 1.94. Legal effects of failure to adhere to the requirement to perform legal registration of a transaction

Failure to adhere to the requirement established by laws to perform legal registration of a transaction shall not result in the nullity of the transaction, except in the cases prescribed by this Code.

 


Article 1.95. Moment from which the effect of annulment arises


1. A transaction which has been annulled shall be deemed to be null and void ab initio (from the moment of its conclusion).


2. Where, based on the content of a transaction, it is impossible to declare such transaction void ab initio, it may be declared void only for the future, i.e. from the time when the judgment becomes final.

 


Article 1.96. Consequences of partial nullity of a transaction

Partial nullity of a transaction shall not import the nullity of the entire transaction where it can be supposed that the contracting parties would have entered into that transaction even without the part affected by nullity having been included.

 


PART III

OBJECTS OF CIVIL RIGHTS

 


CHAPTER V

CONCEPT AND KINDS OF OBJECTS OF CIVIL RIGHTS


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CHAPTER V

CONCEPT AND KINDS OF OBJECTS OF CIVIL RIGHTS

 


Article 1.97. Kinds of objects of civil rights


1. Objects of civil rights shall be things, money and securities, other property and property rights, results of intellectual activities, information, actions and results thereof, as well as any other material and non-material values.


2. Things and property the turnover of which is restricted may be considered to be objects of civil rights only in the cases established by laws. Things which are withdrawn from civil use or the turnover of which is restricted must be expressly prescribed by laws. Otherwise, the civil turnover of things or property shall not be considered restricted.

 


Article 1.98. Things as object of civil rights


1. Things as object of civil rights shall be divided into movables and immovables.


2. Land and other things which are connected with land and which cannot be moved from one place to another without a change of their purpose and essential reduction of their value shall be immovables (buildings, equipment, perennial plants and other things which, according to their purpose and nature, are deemed to be immovable).


3. Ships and aircraft, the mandatory legal registration for which is established by laws, shall also be considered to be immovables. Any other property may also be attributed to immovables by laws.


4. Things which can be moved from one place to another without a change of their purpose and essential reduction of their value shall be considered to be movables unless otherwise provided for by laws.


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Article 1.99. Kinds of things as objects of civil rights


1. Things as objects of civil rights shall be divided into things determined by their individual features and things determined by their specific properties.


2. Things shall also be categorised as divisible and indivisible, consumable and durable, principals and accessories.

 


Article 1.100. Money

Money, as an object of civil rights, shall be banknotes issued by the Bank of Lithuania, coins and means in accounts, also banknotes issued by other states, treasury notes, as well as coins and means in accounts, serving as lawful means of settlement.


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Article 1.101. Securities

A security, as an object of civil rights, shall be a document certifying the obligation of its issuer to the holder of this document. A security may confirm the right of the person in possession of the document (holder) to receive from the issuer interest, dividends, part of the assets of an enterprise in liquidation, or the funds lent to the issuer (shares, bonds, etc.); the right or obligation to acquire or alienate other securities, whether for payment or gratuitously, (subscription rights, futures, options, convertible bonds, etc.); the right to some income or payment obligation subsequent to a change of prices on the security market (index, etc.). A security shall also be a document by which a direct order is issued to a bank to pay a certain sum of money (cheques) or which certifies an obligation to pay a certain sum of money to the person whose name is indicated in the document (bill of exchange); or which proves the right of ownership to merchandise (mercantile securities); likewise a document which certifies the right or an obligation to acquire or alienate mercantile securities (derivative mercantile securities). Uncertificated securities shall be issued in the cases established by laws and indicated (consolidated) in a special security register.


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2. The laws may also provide for other types of securities. For the purposes of protecting the rights of investors, as well as for supervising and regulating the capital market, the laws may provide for a different definition of securities (investment) to be employed in the laws which regulate these relationships. Unless provided otherwise, the provisions of this Code and the definition of securities shall apply to investment (investment securities) if the documents certifying the investment possess the features specified in paragraphs 1 and 3 of this Article.


3. The right certified by a security may be alienated to another person only where the security itself is alienated unless otherwise provided for by laws. Securities may be alienated in accordance with the laws, the ordinary practice or by custom freely and unrestrictedly. Securities shall be alienated by transfer, though it ought to be certified by means of making an inscription of transfer of the security – an endorsement.


4. Securities may be underlying or derivative. Underlying securities shall confirm their holders’ rights and duties specified in paragraph 1 of this Article, with the exception of the right or duty to acquire or alienate, for payment or gratuitously, other securities, as well as the right to receive certain income or the duty to pay a certain sum of money subsequent to a change of prices on the security market. The securities which certify these exclusive rights or duties shall be called derivative securities.


5. Securities shall be divided into registered, bearer or order securities. They shall also be divided into monetary, equity and mercantile securities.


6. A monetary security shall grant the right to receive a certain sum of money indicated therein (cheque, bill of exchange, bond).


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6. A monetary security shall grant the right to receive a certain sum of money indicated therein (cheque, bill of exchange, bond).


7. An equity security shall grant the right to participate in the management of an enterprise, confirm the holding of the enterprise’s capital and entitle to receive a part of its profits (shares and certificates of shares, etc.), except in the cases provided for by laws.


8. A mercantile security shall grant the right of ownership to merchandise, also the right to receive merchandise (bill of lading, way-bill, etc.).


9. Securities must contain the requisites provided for by laws. The absence of obligatory requisites of a security shall render it null, except in the cases established by laws.


10. Upon the issuance of uncertificated securities, where the laws do not provide otherwise, it shall be considered pursuant to this Code that the holder of the securities has entrusted the person keeping the accounts with the safekeeping of the securities under the custody contract. The rights, obligations and liability of the keeper shall be determined in accordance with the provisions of Book Six of this Code applicable to the custody contract. Where accounts are kept by several persons on different levels, it shall be considered that the person who keeps the accounts of the holder of the security has transferred the safekeeping of the securities concerned to another person under the deposit contract. Such securities shall be alienated by the relevant entries in the securities accounts.


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Article 1.102. Share


1. A share shall be a security certifying the right of its holder (shareholder) to participate in the management of an enterprise and, where the laws do not provide otherwise, to receive a part of the enterprise profits in the form of dividend and a part of the remaining property of the enterprise in case of its liquidation, as well as certifying other rights established by laws.


2. Shares may be of the following classes: registered or bearer, ordinary or preference, certificated or uncertificated.

 


Article 1.103. Bond

A bond shall be a security certifying the right of its holder to receive from the person who issues the bond the nominal value of the bond, annual interest or any other equivalent, or other property rights within the time limits prescribed in it.

 


Article 1.104. Cheque

A cheque, as a security, shall be an unconditional order drawn up in a certain manner that is addressed by the drawer to a bank to pay a certain sum in money to the holder of the cheque.


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Article 1.105. Bill of exchange


1. A bill of exchange, as a security, shall be an unconditional order in writing addressed by one drawer to another by which the first person pledges himself or entrusts another person to pay directly or indirectly a certain sum of money to the person whose name is endorsed therein.


2. A bill of exchange may be an order bill (draft bill) or a single bill (sole bill).


3. By using an order bill (draft bill) its drawer shall entrust another person to pay to the person whose name is endorsed in the bill the sum indicated therein.


4. By using a single bill (sole bill) its drawer shall pledge himself to pay the sum indicated therein.


5. A bill of exchange in an amount exceeding three thousand euros must be drawn up in the notarial form where a drawer of the bill of exchange is a natural person or an economic entity, the financial accounts of which are subject to the simplified accounting rules.

 


Article 1.106. Bill of lading


1. A bill of lading, as a security, shall be a document certifying the fact of conclusion of a contract and its holder’s right to receive from the carrier the goods specified therein (cargo) and the right to dispose of the goods (cargo) received.


2. A bill of lading may be bearer, order or straight. If a bill of lading is drawn up in several copies, after the shipment is delivered under any of the copies of the bill of lading presented first, the other copies thereof shall lose their legal power.


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Article 1.107. Certificates of deposit


1. A certificate of deposit shall be a written bank document containing a statement on the deposit of funds and granting the depositor the right to receive the deposit and interest upon maturity.


2. A certificate of deposit may be registered, transferable or non-transferable.

 


Article 1.108. State debt obligation

A state debt obligation shall be a security payable to the bearer which certifies that its holder has lent a certain sum in money to the State and grants its holder the right to receive the sum indicated therein and interest established thereby during the holding period of this security.

 


Article 1.109. Land plot and other resources

A land plot identified and registered in accordance with the procedure established by laws, also the defined areas of subsoil, waters and forests, as well as objects of flora and fauna, may be objects of civil rights.

 


Article 1.110. Enterprises and other property complexes


1. An enterprise, as a complex of assets, property and non-property rights belonging to the person who is engaged in business (seeking profit), as well as debts and other duties thereof, may be the object of civil rights. An enterprise shall be considered to be an immovable thing.


2. A property complex, as the object of civil rights, shall be the totality of things joined by a common economic purpose.


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Article 1.111. Results of intellectual activities

Works of science, literature and art, patents, trademarks, design and other results of intellectual activities expressed in any objective form shall be deemed to be objects of civil rights. Patents, trademarks, design and other results of intellectual activities shall become objects of civil rights from the moment of their recognition as such made in accordance with the procedure established by laws.

 

 


Article 1.112. Property rights


1. Real rights, rights arising from obligations, also rights arising from the results of intellectual activities shall be objects of civil rights.


2. Property rights may be transferred and inherited.

 


Article 1.113. Actions and their results

Various actions and their results (transportation of goods, repairs of things, services, etc.) shall be objects of civil rights.

 


Article 1.114. Personal non-property rights and values


1. Personal non-property rights and values, i.e. the name, life, health, inviolability of body, honour, dignity, the private life of an individual, the author’s name, professional reputation, business name, trade marks of goods/services and other values with which the arising of certain legal effects is linked by laws shall be objects protected by the civil law.


2. Personal non-property rights may be transferred or inherited only in the cases established by laws or where this does not contradict the nature of these values and principles of good morals or is not restricted by laws.


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Article 1.115. Personal non-property rights


1. Objects protected by the civil law shall be personal non-property rights, i.e. the rights that have no economic content and are inseparably related with their holder.


2. Personal non-property rights may be related with property rights, or they may not be related with the aforesaid rights.


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Article 1.116. Commercial and professional secret


1. A commercial secret shall mean information that has all the following characteristics:


1) it is secret, that is, information as a whole or the precise composition and configuration of its components is not generally known or easily obtainable in an environment where such information is normally handled;


2) it has real or potential commercial value due to its secret nature;


3) it is subject to reasonable steps under the circumstances, by the person lawfully in control of this information, to keep it secret.


2. The following shall not be considered to constitute a commercial secret:


1) information which is confidential but which does not have the characteristics of a commercial secret;


2) information which is indicated as confidential by its holder but which is obvious (widely known), publicly available or easily obtainable in an environment where such information is normally handled;


3) information which, under normal working circumstances, becomes part of experience, skills, competences or knowledge acquired by employees in good faith;


4) information about the prices of services and goods as well as operating costs of entities providing services of public interest;


5) other information established by laws.


3. Protection of commercial secrets against unlawful acquisition, use and disclosure shall be established by law.


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3. Protection of commercial secrets against unlawful acquisition, use and disclosure shall be established by law.


4. Information shall be considered to be a professional secret if, according to laws or under an agreement, it must be safeguarded by persons of certain professions (lawyers, doctors, auditors, etc.). This information is received by the indicated persons in performance of their duties provided for by laws or contracts. The cases, where the information received in exercise of professional rights and in performance of professional duties are not considered professional secret, shall be established by laws.  Damage resulting from unlawful disclosure of a professional secret shall be compensated on general grounds established by this Code.


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PART IV

TIME LIMITS

 


CHAPTER VI

GENERAL PROVISIONS

 


Article 1.117. Definition of a time limit


1. A time limit shall mean a period of time determined by laws or a transaction or established by a judicial authority and fixed by a calendar date or by the termination of a period expressed in years, months, weeks, days or hours.


2. A time limit may also be defined by indicating an event that must inevitably occur.


3. Time limits may be restoratory, acquisitionary or resolutory.


4. A restoratory time limit shall mean a period which may be restored by the court after its expiration, providing it was exceeded due to substantial reasons.


5. An acquisitionary time limit shall mean a period after the expiration of which a certain civil right or duty is acquired.


6. A resolutory time limit shall mean a period after the expiration of which a certain civil right or duty expires. The resolutory time limits may not be restored by a court or arbitration.

 


Article 1.118. Commencement of a time limit


1. A time limit shall start at the beginning of the first hour of the day following the calendar date or an event defining the beginning of the time limit unless the laws provide otherwise.


2. A time limit that is expressed in hours shall begin from the moment defined by the party or both parties or by law.


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Article 1.119. Expiration of a time limit expressed in years and months


1. A time limit expressed in years shall expire on the last hour of the corresponding day and month of the last year of the time limit.


2. A time limit expressed in months shall expire on the last hour of the corresponding day of the last month of the time limit.


3. Where in the time limit expressed in years or months there is no corresponding day in the last month, the time limit shall expire day on the last day of that month.

 


Article 1.120. Expiration of a time limit expressed in weeks

A time limit expressed in weeks shall expire on the last hour of the corresponding day of the last week of the time limit.

 


Article 1.121. Inclusion of official holidays and non-working days


1. Official holidays and non-working days (Saturdays and Sundays) shall be included when calculating a time limit.


2. Where the last day of the time limit falls on a non-working day or an official holiday, the next working day thereafter shall be considered as the last day of the time limit.


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Article 1.122. Performance of actions on the last day of the time limit


1. An action for the performance of which a time limit is set must be performed before the expiry of the last hour of the last day of the time limit. However, where an action is to be performed in an organisation, the time limit shall expire by the end of the office hours set by the organisation in question.


2. Any written applications and notifications delivered to the post, or transmitted by means of communication before the expiry of the last hour of the last day of the time limit shall be considered to have been performed on time.

 


Article 1.123. Legal significance of a time limit


1. Where the emergence of a duty is dependent on the expiration of a certain time limit, the performance of the duty may not be demanded before the expiry of that time limit.


2. Where certain legal effects of a transaction are dependent on the expiration of a time limit, the transaction or obligation shall terminate with the expiry of the time limit.


3. It shall be presumed that a time limit takes effect in favour of a debtor except in the cases where:


1) bankruptcy proceedings are initiated against the debtor;


2) the debtor destroys the security for the performance of an obligation;


3) the debtor fails to provide the security for the performance of an obligation he was bound to provide.

 


CHAPTER VII

PRESCRIPTION

 


Article 1.124. Concept of prescription

Prescription shall be a time period established by laws during which a person can defend his violated rights by bringing an action.


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Article 1.125. Time limits of prescription


1. General prescription shall comprise a period of ten years.


2. In respect of concrete kinds of claims, abridged prescription shall be established by this Code and other laws of the Republic of Lithuania.


3. Abridged one-month prescription shall apply to claims arising from the results of tender.


4. Abridged three-month prescription shall apply in respect of claims for declaring voidable the decisions of the bodies of a legal person.


5. Abridged six-month prescription shall apply in respect of actions for recovery of default penalties (fines, late payment interest).


6. Abridged six-month prescription shall apply in respect of claims arising from the relationships between communication enterprises and their clients regarding consignments sent within the territory of Lithuania, and one-year prescription shall apply where consignments were sent abroad.


7. Abridged one-year prescription shall apply in respect of claims arising from the legal relationships of insurance.


8. Abridged two-year prescription shall apply in respect of claims arising from defects in/inadequate quality of goods, services or digital content.


9. Abridged three-year prescription shall apply in respect of claims for compensation of damage, including claims for compensation of damage caused by products of inadequate quality.


10. Abridged five-year prescription shall apply in respect of claims for  recovery of interest and other periodical payments.


11. The abridged prescription established in Book Six of this Code shall apply in respect of claims arising from defects in the work performed.


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11. The abridged prescription established in Book Six of this Code shall apply in respect of claims arising from defects in the work performed.


12. Claims arising from contracts for the transportation of goods, passengers or baggage shall be subject to prescription established in the codes/laws regulating individual modes of transport.


13. Any agreement of the parties with an intention to modify the time limits of prescription and calculation thereof shall be prohibited.


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Article 1.126. Application of prescription


1. A claim to protect a violated right shall be accepted by the court irrespective of the expiry of prescription.


2. The expiration of prescription shall be effected by the court exclusively if invoked by a party to the dispute.


3. Prescription may not be renounced in advance.

 


Article 1.127. Commencement of prescription


1. Prescription shall commence from the day on which the right to bring an action arises. The right to bring an action shall arise from the day on which a person became aware or ought to have become aware of the violation of his right. Exceptions to this rule shall be established by this Code and other laws of the Republic of Lithuania.


2. Where a time limit for the performance of an obligation is established, prescription of a claim arising from such obligation shall commence upon the expiry of the time limit allocated for the performance of that obligation.


3. Where a time limit for the performance of an obligation is not established, prescription shall run from the moment when a claim to perform the obligation is brought.


4. Prescription of claims arising from regressive obligations shall run from the moment when the principal obligation is performed.


5. In the event of continuous infringement, i.e. it happens every day (a person fails to perform the actions he is bound to perform, or performs the actions he has no right to perform, or fails to discontinue any other violation), prescription for actions concerning acts or omissions that occurred on a concrete day shall run from that every day.


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Article 1.128. Prescription of claims arising from an obligation upon subrogation

Substitution of persons in an obligation shall not affect the time limit of prescription and the procedure of its calculation unless otherwise provided for by law.


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Article 1.129. Suspension of prescription


1. The running of prescription shall be suspended where:


1) an extraordinary event that cannot be prevented under the circumstances (force majeure) hinders bringing of an action;


2) the Government imposes a postponement of the performance of obligations (moratorium);


3) the plaintiff or defendant serves in a unit of the armed forces of the Republic of Lithuania in which martial law is declared;


4) no guardian or curator is appointed to a person legally incapable in a certain area or to a person whose legal capacity is limited in a certain area;


5) the parties to an obligation are spouses;


6) the parties to an obligation are a guardian and the person under guardianship, or a curator and the person under curatorship;


7) the parties to an obligation are parents and their minor children;


8) the effect of the law or any other legal act regulating relationships of the dispute is suspended.


2. The run of prescription shall be suspended only where the circumstances indicated in paragraph 1 of this Article occurred or continued to exist during the last six months of the prescription; where the time limit of prescription is shorter than six months, the run of prescription shall be suspended if the circumstances indicated in paragraph 1 of this Article occurred or continued to exist during the whole period of the time limit of the prescription.


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3. Suspended prescription shall resume its run from the day when the circumstance which gave rise to such suspension ceases to exist. In that event, the remaining part of the time limit shall be extended to six months; where the time limit of prescription is shorter than six months, it shall be extended to the full time limit of the prescription.


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Article 1.130. Interruption of prescription


1. Prescription shall be interrupted by bringing an action in accordance with the procedure established by laws.


2. Prescription shall also be interrupted by actions of a debtor by which the debtor acknowledges his obligation to the creditor.


3. An interrupted time limit of prescription shall be resumed from the moment when the circumstance which gave rise to such interruption ceases to exist. An interruption of prescription resulting from bringing an action shall be resumed from the date of entry into force of the court judgment, provided that an identical claim may be forwarded from the disputed legal relationship. The period preceding the interruption of prescription shall not be included in the duration of the new time limit of prescription.


4. No interruption in the time limit of prescription shall occur where the action is discontinued by the court due to the fault of the plaintiff. Refusal to accept the action or its withdrawal by the plaintiff shall likewise have no effect of interrupting prescription.


5. If an action brought in criminal proceedings is discontinued, prescription that commenced before this action was brought shall continue its run from the date of entry into force of the judgment by which the action was discontinued.


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Article 1.131. Legal effects of the expiration of a time limit of prescription


1. The expiration of a time limit of prescription prior to the date of bringing an action shall serve as valid grounds for dismissal of the action.


2. Where the court acknowledges the time limit of prescription as expired due to important reasons, the violated right must be protected and the expired time limit of prescription restored.


3. Issues of the ownership of property for revindication of which prescription has expired shall be regulated by the provisions of Book Four of this Code.

 


Article 1.132. Suspension, interruption and restoration of abridged prescription

The provisions regulating the suspension, interruption and restoration of prescription (Articles 1.129 to 1.131 of this Code) shall likewise apply in respect of abridged prescription, except in cases where laws provide otherwise.

 


Article 1.133. Consequences arising when a debtor performs an obligation after the expiration of a time limit of prescription

Where a debtor performs his obligation after the expiration of the time limit of prescription, he shall have no right to claim restitution even if at the time of performance of his obligation he did not know that the time limit of prescription had expired.


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Article 1.134. Claims not subject to prescription

The following claims shall not be subject to prescription:


1) claims arising from the violation of personal non-property rights, except in cases established by laws;


2) claims of depositors for repayment of deposits placed with a bank or any other credit institution;


3) claims for compensation for pecuniary and non-pecuniary damage resulting from the crimes specified in paragraph 8 of Article 95 of the Criminal Code;


4) other claims in cases established by other laws.

 


Article 1.135. Application of prescription with respect to accessory claims

The prescription period with respect to accessory claims (penalty, pledge, suretyship, etc.) shall expire upon the expiration of the prescription with respect to the principal claim, even though the prescription period of the former was not due to expire.

 


PART V

EXERCISE AND PROTECTION OF CIVIL RIGHTS

 


CHAPTER VIII

PRINCIPLES OF EXERCISE OF CIVIL RIGHTS AND WAYS OF THEIR PROTECTION


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CHAPTER VIII

PRINCIPLES OF EXERCISE OF CIVIL RIGHTS AND WAYS OF THEIR PROTECTION

 


Article 1.136. Grounds giving rise to civil rights and duties


1. Civil rights and duties shall arise on the grounds established by this Code and other laws, also from actions performed by natural persons and organisations which, although not provided for by laws, create civil rights and duties within the general principles and meaning of civil laws.


2. Pursuant to paragraph 1 of this Article, civil rights and duties shall arise:


1) from contracts and other transactions provided for by this Code and other laws, as well as from transactions which are not provided for by laws but do not conflict with these laws;


2) from court judgments;


3) from administrative acts that cause civil legal effects;


4) from the results of intellectual activities;


5) on the grounds of damage, as well as on the grounds of the reception of property not due or of unjust enrichment;


6) on the grounds of events or actions (acts or omissions) to which the arising of civil legal effects is linked by laws.


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Article 1.137. Exercise of civil rights and discharge of civil duties


1. Persons shall freely enjoy civil rights at their own discretion, including the right of defence.


2. In exercising their rights and discharging their duties, persons must obey the law, respect the rules of collective life and the principles of good morals, and act in good faith and in accordance with the principles of reasonableness and justice.


3. A person shall be forbidden from abusing his rights, i.e. there being no legal ground, no civil rights may be exercised in a manner or by means intended to violate other persons’ rights and interests protected by laws; or to restrict other persons in their rights and interests protected by laws; or with the intent of doing damage to other persons; or where this would be contrary to the purpose of a subjective right. Abuse of rights that causes damage to other persons shall be the grounds for imposing civil liability. A court may refuse to protect the subjective right which the person abuses.


4. Civil rights may not be exercised in bad faith and with the intent of unlawfully restricting competition or in abuse of a dominant market position.


5. Civil rights shall be protected by laws, except in cases where the exercise of these rights is inconsistent with their purpose, public order, good usages (bonos mores) or the principles of public morals.


6. A renouncement of exercise of a subjective civil right shall not abolish the subjective civil right, except in cases established by laws.


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Article 1.138. Protection of civil rights

Civil rights shall be protected by the court, acting within its remit and according to the procedure established by laws. The ways of protecting civil rights shall be the following:


1) acknowledgement of rights;


2) restoration of the situation that existed before the right was violated;


3) prevention of unlawful actions or prohibition to perform actions that pose a reasonable threat of the occurrence of damage (preventive action);


4) a judgment to perform an obligation in kind;


5) interruption or modification of a legal relationship;


6) recovery of pecuniary or non-pecuniary damage from the person who infringes the law and, in cases established by the law or contract, recovery of penalties (fine, default interest);


7) declaration as voidable of unlawful acts of state or municipal institutions or the officials thereof in the cases established in paragraph 4 of Article 1.3 of this Code;


8) other ways provided for by laws.

 


Article 1.139. Self-defence


1. Self-defence may be exercised for the purposes of protecting one’s civil rights only in cases established by this Code.


2. Methods and means of self-defence must correspond to the nature of the unlawful act and cannot, on a case-by-case basis, exceed the limits of self-defence.


3. In exercising self-defence, the rights and freedoms of individuals must be respected, and legal requirements must be observed.


 


BOOK TWO

PERSONS


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BOOK TWO

PERSONS

 


PART I

NATURAL PERSONS

 


CHAPTER I

PASSIVE AND ACTIVE CIVIL CAPACITY OF NATURAL PERSONS

 


SECTION ONE

PASSIVE CAPACITY

 


Article 2.1. Concept of passive civil capacity of natural persons

Every natural person shall fully enjoy his civil rights and obligations (passive civil capacity).

 


Article 2.2. Beginning and end of passive civil capacity of natural persons


1. Passive civil capacity of a natural person shall begin at the moment of his birth and shall end at the moment of his death.


2. The beginning of rights prescribed by law to a conceived but yet unborn child shall depend on the act of its birth.


3. Where it is impossible to establish whether a child was born alive or dead, it shall be presumed that it was born alive.


4. Where certain ensuing legal consequences depend on the fact which of natural persons died at an earlier date and where it is impossible to establish the moment of death of each of them, it shall be presumed that the said natural persons died at the same time.


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Article 2.3. Moment of birth and death of natural persons


1. The first independent breath shall be considered to be the moment of birth of a natural person.


2. Irreversible cessation of blood circulation and breathing or complete and irreversible cessation of all functions of the brain shall be considered to be the moment of death of a natural person.


3. Criteria for declaring the moment of birth or death shall be prescribed by law.

 


Article 2.4. Content of passive civil capacity of natural persons


1. According to law, natural persons shall be entitled to property as the object of private ownership and shall enjoy the right to engage in economic and commercial activities, establish enterprises or other legal entities, inherit property and bequeath it, choose a sphere of activities and a place of residence, to have copyright of an invention or an industrial sample as well as other property and individual non-property rights, which are protected by the civil law.


2. Natural persons who, in accordance with the procedure established by  laws, are engaged in economic and commercial activities shall be considered to be traders.


3. Every person engaged in business or profession must administer his property and everything related to his business or profession as well as retain documents and other information about his property, business or profession in the manner which would enable every person having a legal interest to receive, at any time, comprehensive information about the property rights and obligations of the person in question.

 


SECTION TWO

ACTIVE CAPACITY


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SECTION TWO

ACTIVE CAPACITY

 


Article 2.5. Active civil capacity of natural persons


1. On attaining majority, i.e. when a natural person reaches the age of eighteen, he, by his acts, shall have full exercise of all his civil rights and shall assume civil obligations.


2. Where the law provides for the possibility of a natural person to enter into marriage before he is eighteen, the person who has not yet reached the given age shall acquire full active civil capacity from the moment of entering into marriage. Where, at a later date, this marriage is dissolved or annulled for reasons not related to the age of the parties to marriage, a minor shall not lose his full active civil capacity.

 


Article 2.6. Prohibition to impose restrictions on passive or active civil capacity of natural persons on the grounds not prescribed by law


1. Restrictions on passive or active civil capacity may not be imposed on anyone in any other manner except by express provision of law.


2. Transactions and acts of state or municipal institutions or officials, which impose restrictions on passive or active civil capacity, shall be deemed to be null and void, except in cases where the said transactions and acts are permitted by law.


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Article 2.7. Active civil capacity of minors under fourteen years of age


1. Transactions on behalf and in the name of minors under fourteen years of age shall be concluded by their parents or guardians.


2. Upon entering into transactions and conducting them, parents or guardians must act solely in the interests of the minor. The rights and obligations of parents and guardians in administering the property of minors shall be laid down in the provisions of Book Three of this Code.


3. Minors under fourteen years of age shall have the right to independently enter into transactions to meet their ordinary and usual needs, conclude transactions aimed at gratuitous personal gain, as well as transactions related to the use of their own earnings or funds provided by their legal representatives or other persons where the said transactions are not subject to a prescribed notarial or any other specific form.  


4. Liability of legal representatives for contractual obligations of minors, who are under fourteen years of age, shall be prescribed by law if they fail to prove that the said obligations were breached through no fault of their own.


5. Where a transaction concluded by a minor under fourteen years of age is not declared null and void and where the said person becomes legally capable, the other party to the transaction may apply in writing to the party to the transaction who has become legally capable and request to approve the transaction within the set time limit, which may not be shorter than one month. Where the person fails to notify about his refusal to approve the transaction within the set time limit, he shall be deemed to have approved the transaction.


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Article 2.8. Active civil capacity of minors over fourteen and under eighteen years of age 


1. Minors over fourteen and under eighteen years of age shall enter into transactions upon the consent of parents or curators. The form of consent must correspond to the form of the transaction concluded. Transactions concluded without the consent of legal representatives shall be deemed valid where the consent of the legal representative is given after the transaction has been concluded.


2. Apart from the rights laid down in paragraph 3 of Article 2.7 of this Code, minors over fourteen but under eighteen years of age shall have the right to independently dispose of their income and property acquired for that income, exercise copyright to their works, inventions and industrial design as well as to enter into transactions to meet their ordinary and usual needs.


3. Where there are sufficient grounds, the court may, on an application filed by a child guardianship/curatorship institution or other interested persons, impose restrictions on or divest minors who are over fourteen but under eighteen years of age of the right to independently dispose of their income and property.


4. The right of minors over fourteen but under eighteen years of age to place deposits with credit institutions and dispose of them shall be prescribed by law.


5. Minors over fourteen but under eighteen years of age shall be liable for their own contractual obligations.


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Article 2.9. Emancipation of minors


1. Once the minor has reached the age of sixteen, the court may emancipate him on the application of his parents, institutions of guardianship/curatorship, his curator or the minor himself where there are sufficient grounds to allow him to exercise all civil rights and discharge his obligations independently.   In all cases, the minor’s own consent shall be required for the minor to be emancipated.


2. The court may annul the minor’s emancipation on the application of his parents, curator or institutions of guardianship/curatorship in the event that, in exercising his rights and discharging his obligations, the minor causes damage to his own or other persons’ rights or legitimate interests.

 


SECTION THREE

DECLARATION OF LEGAL INCAPACITY OR LIMITATION OF LEGAL CAPACITY OF A NATURAL PERSON


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Article 2.10. Declaration of legal incapacity of a natural person in a certain area


1. A natural person who, as a result of mental and behavioural disorder, is not able to understand the meaning of his actions in a certain area or control them, may be, by the court, declared legally incapable in that particular area.    The person legally incapable in that particular area shall be placed under guardianship in regard to this area.


2. The court judgment shall include an exhaustive list of areas in which a person is declared legally incapable. Transactions on behalf of the person who is declared legally incapable in a certain area shall be concluded by his guardian. The rights and obligations of a guardian shall be laid down in the provisions of Book Three of this Code.


3. Where a person who is declared legally incapable in a certain area recovers from his illness or the state of his health improves considerably, the court shall declare him as having legal capacity in that area. After the court judgment becomes res judicata, the guardianship of the said person in regard to this area shall be revoked.


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4. The spouse of a person, his parents, adult children, an institutions of guardianship/curatorship or a public prosecutor shall have the right to file an application for the declaration of the person’s legal incapacity in a certain area. They shall also have the right to apply to court requesting the declaration of the person’s full legal capacity or legal capacity in the area in which the person has been declared legally incapable. In the cases provided for in Article 2.101 of this Code, the Legal Capacity Review Commission shall also have the right to apply to court requesting the declaration of the person’s full legal capacity or legal capacity in the area in which the person has been declared legally incapable. A natural person who is declared legally incapable shall also have the right to apply, not more than once a year, to court requesting the declaration of his full legal capacity or legal capacity in the area in which he has been declared legally incapable. The one-year period shall start to run from the date of entry into force of a court judgment declaring the person legally incapable in a certain area. Subsequent one-year periods shall start to run from the date of entry into force of the last court judgment on the person’s legal capacity.


5. A person declared legally incapable in a certain area shall bear the legal consequences of incapacity, as laid down in legal acts, in that particular area only.


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Article 2.101.   Review of the condition of a legally incapable person


1. Each municipality must set up or have a functioning Legal Capacity Review Commission (hereinafter: the ‘Commission’). The Commission shall review the condition of a person legally incapable in a certain area and decide on the expediency to apply to court requesting the review of the judgment whereby a person was declared legally incapable in a certain area. Taking into consideration the number of persons with legal incapacity in a certain area who live in the territory of a municipality, one municipality may set up several Commissions or several municipalities may set up a single Commission. Model rules of procedure of Legal Capacity Review Commissions shall be approved by the Government.


2. The Commission shall act on its own initiative to review the condition of a legally incapable person where, within one year from the date of entry into force of a court judgment declaring a person legally incapable in a certain area, persons referred to in paragraph 4 of Article 2.10 of this Code or a person declared legally incapable in a certain area fail to apply to court requesting the annulment of the court judgment declaring the person legally incapable. The condition of a person legally incapable in a certain area shall be reviewed by the Commission, which is set up or functions in the municipality of residence of the person legally incapable in a certain area.


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3. In its work, the Commission shall be guided by the principles of impartiality and independence, the principle of the least possible limitation of legal capacity, the principle of personalisation of measures limiting legal capacity and the principle of justification. When reviewing the condition of a legally incapable person, the Commission must hear the opinion of the person legally incapable in a certain area, except in exceptional cases where it is objectively not possible to do so. Where the Commission has doubts as to whether it is purposeful to apply to court, all doubts must be resolved in favour of a person declared legally incapable in a certain area.


4. The Commission comprising five members shall be set up by a decision of the municipal council. Where establishment of a single Commission for several municipalities is decided upon, the decision thereto shall be subject to approval by the council of each of the municipalities in which the Commission is to function. Where two of the five members of the Commission decide that it is purposeful to apply to the court which adopted a judgment declaring a person legally incapable in a certain area and request the review of the judgment, the Commission shall be deemed to have adopted the decision to apply to court. Decisions adopted by the Commission shall not affect the right of persons referred to in paragraph 4 of Article 2.10 of this Code or the right of a person declared legally incapable in a certain area to apply to court requesting the declaration of the person’s legal capacity.


5. The work of the Commission members shall be remunerated in accordance with the procedure laid down in the Law of the Republic of Lithuania on Remuneration of Employees of State and Municipal Bodies and Members of Commissions.


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Article 2.11. Limitation of active civil capacity of natural persons in a certain area


1. A natural person who, as a result of mental and behavioural disorder, is partially unable to understand the meaning of his actions in a certain area or control them may be declared by the court to be of limited legal capacity in that particular area. After a person’s legal capacity in a certain area has been limited, he shall be placed under curatorship. The rights and obligations of a curator shall be laid down in the provisions of Book Three of this Code.


2. The court judgment shall include an exhaustive list of areas in which a natural person is declared to be of limited legal capacity. A natural person with limited legal capacity may not, without the consent of the curator, enter into transactions or otherwise act in the areas in which he is declared to be of limited legal capacity.  A natural person legally incapable in a certain area may, with the consent of the guardian, enter into transactions or otherwise act in those areas in which he is declared to be of limited legal capacity. In these cases, the provisions of this Code regulating the conclusion of transactions by a person with limited legal capacity in a certain area shall apply mutatis mutandis to the conclusion of transactions by a natural person legally incapable in a certain area. A court may not restrict the right of a person to apply to court requesting the court to lift the limitations imposed on the person’s limited legal capacity in a particular area, and to exercise the rights provided for in Articles 2.25 and 2.26 of this Code and the right to appeal against the acts of the curator or guardian.


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3. Where the circumstances that led to the limitation of a person’s legal capacity in a certain area are no longer valid, the court shall lift the limitation on the person’s legal capacity in that particular area. After the court judgment becomes final, the curatorship in regard to this area to the said person shall be revoked.


4. A person of full age with limited legal capacity in a certain area shall be personally liable for his contractual and non-contractual obligations.


5. The spouse of a person, his parents, adult children, an institution of guardianship/curatorship or a public prosecutor shall have the right to request the imposition of a limitation on a person’s civil legal capacity in a certain area. They shall also have the right to apply to court requesting the declaration of the person’s full legal capacity or legal capacity in the area in which the person is declared to be of limited legal capacity. The person whose legal capacity has been limited shall also have the right to apply to court requesting the court to lift the limitation on his legal capacity.


6. Provisions of the articles of Part VII of Book Three of this Code shall apply mutatis mutandis to relations arising in the exercise and protection of the property and non-property rights of a natural person legally incapable in a certain area or a natural person with limited legal capacity in a certain area.


7. A person declared to be of limited legal capacity in a certain area shall bear the legal consequences of limited legal capacity, as laid down in legal acts, in that particular area only.


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Article 2.111.   Register of Legally Incapable Persons and Persons with Limited Legal Capacity


1. The Register of Legally Incapable Persons and Persons with Limited Legal Capacity shall record persons who have been declared legally incapable in a certain area by the court or whose active civil capacity is limited in a certain area; minors from the age of fourteen to eighteen in the cases provided for in paragraph 3 of Article 2.8 of this Code; guardians and curators of such persons; persons who have concluded an agreement on assistance in making decisions; persons providing assistance in making decisions; areas in which assistance in making decisions is provided to a person; and durable powers of attorney made by persons, and shall process the data on the court decisions, adopted in respect of these persons, concerning the establishment of legal incapacity or limitation of legal capacity; the areas in which a person has been declared legally incapable and/or in which a person’s legal capacity is limited, and revocation of limitation of legal capacity or legal incapacity; as well as the data on agreements on assistance in making decisions; termination of the said assistance; and durable powers of attorney. The Register of Legally Incapable Persons and Persons with Limited Legal Capacity shall be a non-public state register.


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2. The data controller of the Register of Legally Incapable Persons and Persons with Limited Legal Capacity shall be the Ministry of Justice of the Republic of Lithuania (hereinafter: the ‘Ministry of Justice’). The data processor of the Register shall be appointed by the Government. The data of the Register shall be processed in accordance with the procedure laid down by the regulations of the Register of Legally Incapable Persons and Persons with Limited Legal Capacity.


3. The data of the Register of Legally Incapable Persons and Persons with Limited Legal Capacity shall be provided in accordance with the procedure laid down by the regulations of the Register of Legally Incapable Persons and Persons with Limited Legal Capacity only to the data recipients who have the statutory right to receive such data for the direct performance of their functions.


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SECTION FOUR

DOMICILE AND RESIDENCE OF A NATURAL PERSON

 


Article 2.12. Domicile of a natural person


1. Being an expression of a person’s relationship with the state or part of its territory, the domicile of a natural person shall be that state or its part, in which he permanently or ordinarily resides, regarding that state or its part to be the seat of his personal, social and economic interests.


2. A natural person shall be deemed to be domiciled in the Republic of Lithuania where, of his own will, he establishes and maintains the only or principal residence with the intention to make it the seat of his personal, social and economic interests. This intention, inter alia, may manifest itself by the person’s actual presence on the territory of the Republic of Lithuania as well as the establishment of personal or business relations between him and the persons of the Republic of Lithuania or by some other criteria.


3. A natural person may have only one domicile. A person called to a temporary or revocable public office shall retain his domicile.


4. The domicile of a natural person shall be deemed unchanged until he changes it to another domicile.


5. The domicile of a married person shall not depend on the domicile of his spouse, although the domicile of one of the spouses is the fact which may be taken into consideration in establishing the domicile of the other spouse.


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Article 2.13. Domicile of legally incapable natural persons


1. The domicile of a natural person legally incapable in a certain area shall be deemed to be the domicile of his guardian if the guardian and his ward reside in the same state.


2. Where a natural person legally incapable in a certain area resides in a state different from that of his guardian and the said state is the seat of personal, social and economic interests of the natural person legally incapable in a certain area, he shall be deemed to be domiciled in that state.

 


Article 2.14. Domicile of minor natural persons


1. The domicile of minor natural persons shall be deemed to be the domicile of their parents or guardians/curators.


2. Where parents of a minor natural person do not have a common domicile, the domicile of a minor shall be deemed to be the domicile of one of his parents with whom the minor resides most of the time unless the court has established the residence of the minor with one of his parents.

 


Article 2.15. Right of the parties to a transaction to choose domicile

The parties to a transaction shall enjoy the right to choose, in writing, their domicile for the performance of the transaction and the exercise of the rights arising from the said transaction.


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Article 2.16. Place of residence of a natural person


1. The residence of a person shall be the place where he ordinarily resides.


2. Where a person has more than one residence, the seat of his principal establishment (where the person has property or a major part of property, where he has his job or where he resides the longest) shall be deemed to be his principal residence. In such a case, a person’s principal residence shall be taken into consideration in establishing his domicile.


3. A person whose domicile cannot be established with certainty in accordance with the criteria laid down in Article 2.12 of this Code shall be deemed to be domiciled at the place of his residence. This rule shall also apply to refugees from the state which was their domicile unless they were domiciled in the Republic of Lithuania in accordance with the provisions of Article 2.12 of this Code.


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Article 2.17. Criteria for the establishment of residence


1. The length and continuity of actual residence at the place, data on a person’s residence in public registers as well as his own public statements about his residence shall be taken into account in establishing residence of a natural person.


2. A person whose residence is unknown or cannot be established with certainty shall be deemed to reside at the place of his last known residence.


3. A natural person must notify, in writing, the other party to the transaction as well as his creditors or debtors about the change of his residence. Where a person fails to perform this obligation, the other party to the transaction and creditors shall have the right to send notifications and perform other actions at the place of his last known residence.

 


SECTION FIVE

ACTS OF CIVIL STATUS

 


Article 2.18. State registration of acts of civil status

The State shall conduct mandatory registration of the following acts of civil status:


1) birth of a person;


2) death of a person;


3) entering into marriage;


4) dissolution of marriage;


5) adoption;


6) recognition of paternity, establishment of paternity/maternity and challenging paternity/maternity;


7) change of the first name and surname;


8) change of designation of sex of a person;


9) partnership.


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Article 2.19. Procedure for the registration of acts of civil status

Acts of civil status, except for partnership, shall be registered in accordance with the procedure laid down in the law regulating the registration of acts of civil status.

 


CHAPTER II

ENJOYMENT AND EXERCISE OF SPECIFIC CIVIL RIGHTS OF NATURAL PERSONS

 


Article 2.20. Right to a name


1. Every natural person shall enjoy the right to a name. The right to a name shall include the right to a surname, name(s) and pseudonym. It shall be prohibited to acquire rights and assume obligations under the cover of another person’s name.


2. A natural person shall have the right to use his full or abbreviated name(s) and request other persons not to use and not to act in his name without his authorisation.


3. The basis and the procedure for the change of name and surname shall be provided by law.


4. Having changed his surname or name, a natural person must inform his debtors and creditors thereof. Where the person fails to perform this obligation, he shall run the risk of negative consequences ensuing from his failure to notify about the change of his name or surname.


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Article 2.21. Protection of the right to a name


1. A natural person whose right to a name has been infringed because another person unlawfully acts in his name or otherwise misappropriates or obstructs the use of his name shall have the right to apply to court and request to oblige the guilty person to discontinue the said acts and redress the pecuniary and non-pecuniary damage incurred by him by such unlawful acts.


2. After the death of a natural person, such claim may be presented by his spouse, parents or children.


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Article 2.22. Right to an image


1. A photograph (or its part) or some other image of a natural person may be reproduced, sold, demonstrated, published and the person may be photographed only with his consent. After the death of a natural person, such consent may be given by his spouse, parents or children.


2. Where such acts are related to a person’s public activities, his official post, a request of law enforcement bodies or where a person is photographed in public places, consent of a person shall not be required. A person’s photograph (or its part) produced under the said circumstances, however, may not be demonstrated, reproduced or sold if those acts were to abase the person’s honour, dignity or damage his professional reputation.


3. A natural person whose right to an image has been infringed shall have the right to request the court to oblige the discontinuance of the said acts and redressing of the pecuniary and non-pecuniary damage. After the death of a person, such claim may be presented by his spouse, children and parents.


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Article 2.23. Right to privacy and secrecy


1. Privacy of a natural person shall be inviolable. Information on a person’s private life may be made public only with his consent. After the death of a person, such consent may be given by his spouse, parents or children.


2. Unlawful entry into a person’s dwelling or other private premises as well as a fenced private territory, unlawful surveillance of a person, unlawful search of a person or his property, violation of the confidentiality of a person’s telephone, post or other private communications as well as personal notes and information, publication of the data on the state of his health in violation of the procedure prescribed by laws and other unlawful acts shall be deemed to violate a person’s private life.


3. Establishment of a file on another person’s private life in violation of law shall be prohibited. A person may not be denied access to the information contained in the file, except as otherwise provided by law. Dissemination of the collected information on a person’s private life shall be prohibited unless, taking into consideration a person’s official post and his status in the society, dissemination of the said information is in line with a legitimate and well-grounded public interest to know the said information.


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4. Public announcement of facts of a person’s private life, however truthful they may be, as well as making private correspondence public in violation of the procedure prescribed in paragraphs 1 and 3 of this Article as well as entry into a person’s dwelling without his consent, except as otherwise provided by law, surveillance of a person’s private life or collecting information about him in violation of law as well as other unlawful acts, infringing the right to privacy shall form the basis for bringing an action for redressing the pecuniary and non-pecuniary damage incurred by the said acts.


5. The restrictions provided for in paragraphs 1 and 3 of this Article relating to the publication and collection of information about a person shall not apply where this is done by a reasoned court judgment.


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Article 2.24. Protection of honour and dignity


1. A person shall have the right to demand a refutation, in judicial proceedings, of the disseminated data, which abase his honour and dignity and which are false, as well as redress of the pecuniary and non-pecuniary damage incurred by the dissemination of the said data. After the death of a person, this right shall pass on to his spouse, parents and children if the dissemination of false data about the deceased person also abases their honour and dignity. The disseminated data shall be presumed to be false until the person who disseminated them proves the opposite.


2. Where false data were disseminated by a mass medium (press, television, radio etc.), the person about whom the data were disseminated shall have the right to file a refutation and demand the given mass medium to publish the said refutation free of charge or make it public in some other way. The mass medium must publish the refutation or make it public in some other way in the course of two weeks from its receipt. The mass medium shall have the right to refuse to publish the refutation or make it public only in such cases where the content of the refutation contradicts good morals.


3. The claim to redress the pecuniary or non-pecuniary damage shall be examined by the court irrespective of the fact whether the person who has disseminated such data refuted them or not.


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4. Where a mass medium refuses to publish the refutation or make it public in some other way or fails to do so within the time limit provided in paragraph 2 of this Article, the person shall be entitled to apply to court in accordance with the procedure established in paragraph 1 of this Article. In such a case, the court shall establish the procedure and time limits for the refutation of the data, which are false or abase another person’s reputation.


5. The mass medium, which disseminated false data abasing a person’s reputation, must redress pecuniary and non-pecuniary damage incurred by the person only in those cases where it was aware or ought to have been aware that the disseminated data were false as well as in those cases where the data were made public by its employees or the data were disseminated anonymously and the mass medium refuses to name the person who supplied the said data. In all other cases, the person who has disseminated the data and his undertaking must redress the pecuniary and non-pecuniary damage.


6. The person who has disseminated false data shall be exempted from civil liability in cases where the disseminated data are related to a public person and his state or public activities and the person who has made them public proves that his actions were in good faith and meant to introduce the person and his activities to the public.


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7. Where the court judgment, which obliges the refutation of false data abasing a person’s honour and dignity, is not executed, the court may issue an order to recover a fine from the defendant for each day of default. The amount of the fine shall be determined by the court. It shall be recovered in favour of the plaintiff, irrespective of the redress for the inflicted non-pecuniary damage.


8. The provisions of this Article shall also apply to protect the tarnished professional reputation of a legal person.


9. The provisions of this Article shall not apply to those participants of judicial proceedings who are not held responsible for the speeches delivered at court hearings or data made public in judicial documents.


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Article 2.25. Right to the inviolability and integrity of the person


1. A natural person shall be inviolable. No one shall be subjected, against his will and without his free consent, (or without the consent of a legal representative where a person is legally incapable in this area) to scientific and medical testing or examination. The consent must be given in writing.

 


2. Intervention into a human body, removal of a person’s body parts or organs shall be possible only with his consent. Consent to a surgical operation must be given in writing. Where a person is legally incapable in this area, the consent may be given by his guardian; however, castration, sterilisation, termination of pregnancy, operation, removal of organs of a person incapable in this area shall be subject to judicial authorisation. The consent and judicial authorisation provided for in this paragraph shall not be necessary in emergency cases where a person’s life is endangered and has to be saved while the person himself is unable to express his will.


3. A person may determine, in writing, the manner of use of his body after death and funeral arrangements.


4. The procedure for the donation and transplantation of human tissues and organs shall be established in a separate law.


5. Human body, its parts or organs and tissues may not be subjects of commercial transactions. Such transactions shall be null and void.


6. The person whose right to the inviolability and integrity of his person has been infringed shall have the right to request the guilty persons to redress pecuniary and non-pecuniary damage incurred by him.


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Article 2.26. Prohibition to restrict the freedom of a natural person


1. Freedom of a natural person shall be inviolable. A legally capable person may be placed under any supervision or imposed any restrictions only upon his consent and in other cases prescribed by law.


2. Where a person’s life is endangered or he has to be hospitalised to protect the public interests, the person’s consent to the medical care shall not be required.


3. Psychiatric examination of a person may be conducted only with his consent or judicial authorisation. Consent to conduct psychiatric examination of a person incapable in this area may be given by his guardian or by the court. Where a person’s life is seriously endangered, urgent psychiatric care may be provided without the person’s consent.


4. Placement of a person in a mental health care institution shall be subject to his consent or judicial authorisation. Where a person has a mental or behavioural disorder and there is a real threat that his acts or omissions may cause substantial damage to his health, life and property, or to that of other people, the person may be subject to compulsory hospitalisation for the period not exceeding three working days. Compulsory hospitalisation may be extended only after the judicial authorisation is granted in accordance with the procedure prescribed by law. Where a person is incapable in the relevant area, his guardian may give his consent to the said person’s compulsory hospitalisation for the period not exceeding three working days. Compulsory hospitalisation of a person incapable in the relevant area may be extended only after the judicial authorisation is granted in accordance with the procedure prescribed by law.


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5. A mental health care institution must, no later than within 48 hours from the placement of a person in the mental health care institution, apply for judicial authorisation to extend, with the consent of a guardian, compulsory hospitalisation or placement of a person legally incapable in the relevant area.


6. Persons who unlawfully imposed restrictions on the freedom of a natural person must redress pecuniary and non-pecuniary damage incurred by the said person.


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Article 2.27. Right to gender reassignment


1. An unmarried natural person of full age shall have the right to gender reassignment if that is medically possible. The application to the given effect must be made in writing.


2. The conditions and procedure for gender reassignment shall be prescribed by law.

 


CHAPTER III

RECOGNITION OF A PERSON’S ABSENCE

OR DECLARATORY JUDGMENT OF DEATH

 


Article 2.28. Recognition of a person’s absence


1. Where for the period of one year in a person’s domicile there is no information about his whereabouts, the court may recognise the person to be an absentee.


2. Where there is no possibility to establish the day when the last data about an absentee were received, the first of January of the following year shall be deemed to be the beginning of a person’s absence.


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Article 2.29. Protection of the property of an absentee


1. After an application of the interested persons or the public prosecutor has been filed, the court shall appoint a temporary administrator of an absentee’s property. An absentee’s spouse, close relatives or persons with an interest in preserving his property may be appointed temporary administrators. The temporary administrator must take the inventory of the property and take measures to safeguard it. The court shall establish the amount of remuneration for the administrator’s services, with the exception of cases where the temporary administrator is a person’s spouse or a close relative. They shall perform the said functions free of charge.


2. The temporary administrator shall administer the property, maintain the persons whom the absentee is obliged to maintain and pay the absentee’s debts. The temporary administrator shall have to obtain judicial authorisation to dispose of the property, mortgage it or restrict the rights to property in some other manner.


3. Where an absentee’s property is an enterprise, the court shall appoint its administrator. The administrator shall act on behalf of its owner.


4. Where the court issues a judgment that a person is recognised an absentee, a permanent administrator to his property shall be appointed by a court order.


5. A person may be appointed as an administrator to the property only with his consent.


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Article 2.30. Revocation of the judgment to recognise the person an absentee


1. Where a person recognised an absentee returns or his whereabouts become known, the court shall revoke its judgment to declare the person an absentee and terminate the administration of his property.


2. Revenues received by the administrator from the property of the absentee shall be recovered by the owner of the property who has returned and who has to reimburse the property administrator for all expenses related to the administration thereof.


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Article 2.31. Declaratory judgment of death


1. Where no information on a person’s whereabouts is obtained in his domicile for a period of three years and where he disappeared under such circumstances, which posed a mortal threat or give the grounds to suspect that he was killed in an accident, and no information about the person has been obtained for a period of six months, a declaratory judgment of the natural person’s death may be pronounced in court. The commencement of the said periods shall be established in accordance with the rules laid down in paragraph 2 of Article 2.28 of this Code.


2. A soldier or any other person who disappeared as a result of military actions may be declared dead by the court but not earlier than two years as of the day of the end of military actions.


3. A declaratory judgment of death may be pronounced for a person irrespective of whether or not he has previously been declared an absentee.


4. The date of death of a person for whom a declaratory judgment of death was pronounced shall be deemed to be the date when the court judgment declaring the person to be dead enters into force. Where a declaratory judgment of death is pronounced for a person who disappeared under such circumstances, which posed mortal threat or give grounds to suspect that he was killed in an accident, the court may recognise the alleged date of the accident to be the date of his death.


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5. A specific location indicated in the court judgment shall be considered to be the location of such person’s death. Where it is impossible to establish a specific location of a person’s death, the last known location of his whereabouts shall be deemed to be the location of his death.


6. From the point of view of a person’s civil rights and obligations, pronouncement of a declaratory judgment of his death shall equal the act of the person’s death.


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Article 2.32. Consequences of the return of a person who was declared dead


1. Where a person who was declared dead returns or his whereabouts become known, the court shall revoke its judgment to declare the person dead.


2. The person who has returned shall not have the right to request the recovery of his property, which has been inherited after the declaratory judgment of death was pronounced. However, in cases where a person was absent for serious reasons, he shall have the right, irrespective of the time of his return, to request the recovery of his property which is in possession of his heirs.


3. A person who has returned shall also have the right to request either the recovery of his property, which was gratuitously received by the third persons, or its value. However, the acquirer of the property in good faith must be compensated for any losses incurred in the recovery of the said property or its value.

 


PART II

LEGAL PERSONS

 


CHAPTER IV

GENERAL PROVISIONS


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PART II

LEGAL PERSONS

 


CHAPTER IV

GENERAL PROVISIONS

 


Article 2.33. Concept of a legal person


1. A legal person shall be an enterprise, agency or an organisation which has its business name and which may, in its name, acquire and have rights and assume obligations as well as act as a defendant and as a plaintiff in courts.


2. The provisions of Part II of this Book shall apply to individual legal forms of legal persons, except as otherwise provided by the provisions of this Code.


3. The establishment, management, reorganisation, conversion, restructuring or liquidation of legal persons specified in the Law of the Republic of Lithuania on the Protection of Objects Critical for National Security shall be regulated by this Code to the extent that the Law of the Republic of Lithuania on the Protection of Objects Critical for National Security does not provide otherwise.

 


Article 2.34. Public and private persons


1. Legal persons shall be divided into public and private persons.


2. Public legal persons shall be legal persons established by the State or municipalities, their institutions or other non-profit-seeking persons whose goal is to meet public interests (state and municipal enterprises, state or municipal institutions, public institutions, religious communities, etc.).


3. Private legal persons shall be legal persons which aim at meeting private interests.


4. Chapter VII of this Book shall apply to public legal persons in a subsidiary manner.


5. Chapter IX of this Book shall not apply to public legal persons.


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Article 2.35. State and municipalities


1. The State and municipalities shall be legal persons.


2. State and municipal institutions the existence whereof is prescribed by the Constitution of the Republic of Lithuania shall be legal persons in the cases prescribed by law.


3. With the exception of Articles 2.36, 2.74, 2.76, 2.80, 2.84 and 2.85 of this Code, the provisions of Part II of this Book shall not apply to the State and municipalities.


4. State and municipal institutions specified in paragraph 2 of this Article shall submit to the Register of Legal Entities documents and data referred to in Articles 2.46 and 2.66 of this Code.

 


Article 2.36. Participation of the State and municipalities in civil relations


1. The State, municipalities and their institutions shall be subjects of civil relations on equal terms with other participants thereof.


2. The State and municipalities shall acquire civil rights, assume civil duties and exercise them through respective public and municipal administration institutions.


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Article 2.37. Religious communities and associations


1. Traditional religious communities and associations shall be legal persons. Other religious communities and associations shall acquire the rights of a legal person in accordance with the procedure established in Chapter V of this Book as well as in other laws.


2. Structural units of religious communities and associations which, pursuant to the regulations, statutes or other norms of religious communities and associations, fulfil the requirements provided for in Article 2.33 of this Code shall be legal persons. These structural units shall submit to the Register of Legal Entities documents testifying to their compliance with the requirements specified in this paragraph.


3. Religious communities and associations and their structural units, which enjoy the rights of a legal person, shall act pursuant to their regulations, statutes and other norms to the extent they do not contradict the law, and only Chapters IV and VI, Articles 2.84 and 2.85 of this Book, and, to the extent it does not contradict the provisions of paragraph 1 of this Article, Chapter V shall apply to the said legal persons.


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Article 2.38. Trade unions


1. Where the requirements of paragraph 2 of this Article are fulfilled, trade unions shall be considered to be legal persons.


2. A trade union shall be established where it has at least 20 founders or where the founders would account for at least one tenth of all employees in an enterprise, an institution or an organisation (while one tenth of all employees would comprise at least three employees) and where the general meeting of the trade union approves its statute and elects its management bodies.


3. Citizens of the Republic of Lithuania and foreigners with general legal capacity in employment relationships may be founders of a trade union.


4. The provisions of Chapter V of this Book shall apply to trade unions to the extent they do not contradict the provisions of paragraph 1 of this Article. Trade unions shall submit to the Register of Legal Entities documents testifying to their compliance with the requirements laid down in paragraph 2 of this Article.


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Article 2.39. Business name of a legal person


1. A legal person must possess its business name enabling to distinguish it from other legal persons.


2. The business name of a legal person shall be its property, which, however, may not be sold or conveyed in any other manner to become the property of another person separately from the legal person.


3. The business name of a legal person may not contradict the public order or good morals or mislead the public as to its incorporator, participant, registered office, purpose of activities, legal form, identity or similarity to the business names of other legal persons or the names of foreign enterprises, institutions and organisations as well as trademarks and service marks that are better known to the Lithuanian public. The business name of a legal person may not mislead as to its identity or similarity to well-known trademarks and service marks which were submitted for registration, registered or recognised in the Republic of Lithuania prior to the said legal person.


4. In the case of application of paragraph 3 of Article 2.46 of this Code, the business name of a legal person shall not be registered separately and shall be protected as of the day on which an application for the registration of a legal person is submitted to the Register of Legal Entities or from the date of adoption of a legal act.


5. Regulations of the Register of Legal Entities may establish additional requirements for the business name of legal persons.


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Article 2.40. Composition of the business name of a legal person


1. The business name of a legal person shall be composed of words or word combinations used in their figurative or direct meaning.


2. The business name of a legal person shall be composed by taking into consideration the norms of the standard Lithuanian language and may not be composed of a generic word(s) denoting directly the sort of objects or services of activity or a single toponym or of some other word with no distinctive feature.


3. The business name of a legal person may be composed only of letters, which may not be understood as words and numerals or their combinations only in cases when such business name is customary in society. Where the consent has been given, the business name of a legal person which is related to a foreign legal person or other organisation may be composed in such a manner which would make the said name identical or similar to the business name of a foreign legal person or other organisation.


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Article 2.41. Business name of a legal person which is in the process of incorporation


1. Incorporators of a legal person may apply to the Register of Legal Entities and request to make a temporary entry, in the Register of Legal Entities, of the business name of a legal person which is in the process of incorporation.


2. The business name of a legal person which is in the process of incorporation shall be subject to the same rules as the business name of a legal person, with the exception of paragraph 4 of Article 2.39 and Article 2.42 of this Code.


3. Entry of the business name of a legal person which is in the process of incorporation shall be made in the Register of Legal Entities for the period of six months and upon its expiry shall be deleted without notification thereof to the incorporators of the legal person.


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Article 2.42. Right to the business name of a legal person


1. It shall be prohibited to acquire rights and assume obligations by using another legal person’s business name as a cover or to use another legal person’s business name without the latter’s consent.


2. Where a legal person’s right to a business name has been infringed by another person’s unlawful use of the said person’s business name or where the other person has or uses a business name which fails to meet the requirements laid down in Article 2.39 of this Code, the legal person shall have the right to apply to court and request the court to oblige the legal person to discontinue the said unlawful acts or to alter the business name and to redress the pecuniary and non-pecuniary damage incurred by the said acts, while where the provisions of paragraph 1 of this Article have been infringed, also request the person to return everything he has acquired by using another person’s business name as a cover or using the said name without the latter’s consent.


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Article 2.43. Alteration of the business name of a legal person


1. Prior to the alteration of the business name, a legal person must make a public announcement thereof once or give all creditors written notification thereof.


2. Where a legal person fails to discharge its obligation stipulated in paragraph 1 of this Article, it shall have to bear the risk of ensuing negative consequences related to its failure to notify about the alteration of its business name.


3. The business name of a legal person shall be altered by altering the incorporation documents, which are registered in the Register of Legal Entities only after the requirements of paragraph 1 of this Article have been fulfilled.


4. A legal person shall have the right to apply to the Register of Legal Entities and request it to make a temporary entry in the Register of Legal Entities of the planned new business name. In such cases, the provisions of Article 2.41 of this Code shall apply mutatis mutandis.


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Article 2.44. Information supplied in the documents of a legal person


1. Documents of a legal person used in its business relations with other entities (business letters, invoices, trade documents, etc.) must include the following information:


1) business name of a legal person;


2) legal form of a legal person;


3) head office of a legal person;


4) address of the electronic delivery box of the National Information System for Delivery of Electronic Messages and Documents Using Post Infrastructure (hereinafter: the ‘e-delivery box’) of a legal person;


5) registration number of a legal person;


6) register in which the data on the given legal person are accumulated and stored.


2. Where a legal person has declared bankruptcy or is liquidated, the information thereof must be indicated in the documents specified in paragraph 1 of this Article.


3. No longer effective from 14 April 2012.


4. Where the capital of a legal person is mentioned in the documents specified in paragraph 1 of this Article, the authorised capital and the amount of paid-in authorised capital must be indicated as well.


5. Documents must be approved with the seal of a legal person only in cases where the legal person is obliged to have a seal under the incorporation documents or by law.


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Article 2.45. Participant of a legal person

A participant (shareholder, member, interest holder, etc.) of a legal person shall be a person who has the right of ownership to the property of a legal person, or a person who, irrespective of his failure to maintain the right of ownership to the property of a legal person, acquires the obligatory rights and/or duties related to the legal person.


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Article 2.46. Documents of incorporation of a legal person


1. Legal persons shall act in accordance with the documents of their incorporation: articles of incorporation and incorporation contract or general regulations in cases provided for by law. According to the provisions of this Code, articles of incorporation shall have equal status with the regulations, statutes and other incorporation documents of legal persons.


2. Provisions of incorporation documents shall be valid to the extent they do not contradict the mandatory provisions of laws.


3. Public legal persons may act in accordance with the law or, where it is provided for by law, in accordance with the legal act on the incorporation of a public legal person adopted by the state or municipal institutions if the said act does not provide for the obligation of a public legal person to act in accordance with the statutes approved by the state or municipal institutions.


4. In case of failure to file the incorporation documents of a legal person with the Register of Legal Entities within six months of the date on which they were drawn up, they shall be deemed void unless other laws provide for a different time limit. The legal acts referred to in paragraph 3 of this Article must be filed with the Register of Legal Entities within the time limits prescribed by these legal acts.


5. The signatures of the natural persons who have signed the incorporation documents of a legal person shall be authenticated by a notary, with the exceptions established by law.


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Article 2.47. Articles of incorporation of a legal person


1. Articles of incorporation of a legal person or, where there are none, the incorporation transaction or general regulations, where a legal person acts in accordance with the general regulations, or a legal act, where a legal person acts in accordance with the legal act, must include the following information:


1) business name of a legal person;


2) legal form of a legal person;


3) (no longer effective from 1 January 2010);


4) goals of activities of a legal person;


5) remit of the meeting of participants of a legal person and the procedure for its convening;


6) bodies of a legal person and the remit thereof, the procedure for their formation and dissolution or a participant of a legal person, where the bodies are not formed and the legal person exercises its rights through a participant of the legal person;


7) procedure for the alteration of the incorporation documents of a legal person;


8) where the term of activities of a legal person is restricted, the term of its activities;


9) other provisions established by laws, the incorporator or a participant of a legal person.


2. Goals of activities of public legal persons must be defined in a clear and comprehensive manner, indicating the field and type of activities.


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2. Goals of activities of public legal persons must be defined in a clear and comprehensive manner, indicating the field and type of activities.


3. It shall not be necessary to indicate the procedure for convening a meeting of participants of a legal person and the remit of the meeting, the procedure for setting up and dissolving other bodies of a legal person and the remit thereof and the procedure for alteration of the documents of incorporation if such procedure is identical to the procedure provided for by law and where the given fact is indicated in the articles of incorporation.


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Article 2.48. Property of legal persons


1. Property of legal persons shall be managed, used and disposed of on the basis of the ownership right or the right of trust.


2. Property, which is managed, used and disposed of on the basis of the right of trust, shall be owned by the incorporator of a legal person or its participant on the basis of the ownership right.

 


Article 2.49. Registered office of a legal person


1. The registered office of a legal person shall be the seat of its permanentmanagement body. The registered office of a legal person shall be defined by indicating the address of the premises in which the head office is located.


2. Where the registered office of a legal person, as indicated in the Register of Legal Entities or the contract, and the seat of its permanent management body do not coincide, the third parties shall have the right to consider the seat of its permanent management body to be the registered office of a legal person.


3. All correspondence with a legal person shall be deemed appropriate where the address of the registered office or the address of the e-delivery box of the legal person is used as well as where due regard of paragraph 2 of this Article is taken, except as otherwise expressly provided by the legal person.


4. A decision regarding the registered office of a legal person shall be taken by its incorporators. A decision to change the registered office of a legal person shall be taken in accordance with the procedure laid down in the incorporation documents of a legal person unless laws regulating activities of individual legal persons provide otherwise.


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Article 2.50. Contractual liability of legal persons


1. A legal person shall be liable for its obligations to the extent of its property, which it owns on the basis of the ownership right or the right of trust.


2. A legal person shall not be liable for the obligations of its participant and the latter shall not be liable for the obligations of the legal person, with the exception of cases provided by law and the incorporation documents of a legal person.


3. Where a legal person fails to perform its obligations due to acts in bad faith of a participant of the legal person, the participant of a legal person shall, in a subsidiary manner, be liable for the obligations of a legal person to the extent of his property.


4. Legal persons shall be divided into those with limited and unlimited civil liability. Where the property of a legal person with unlimited civil liability is not sufficient to discharge its obligations, a participant of a legal person shall be liable for the said obligations unless the laws provide otherwise.

 


Article 2.51. Term of activities of a legal person


1. A legal person may be incorporated for a fixed or indefinite period. The date as well as presence or absence of certain conditions may be considered to be the term.


2. Where documents of incorporation of a legal person do not indicate that the legal person has been incorporated for a fixed period of time, such legal person shall be considered to be incorporated for an indefinite period.


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Article 2.52. Financial year of a legal person


1. The financial year of a legal person shall be a calendar year.


2. Any other period of twelve months may be considered to be the financial year of a legal person. It must be indicated in the incorporation documents of a legal person.


3. Where the financial year is changed, the end of the financial year shall be considered to be the end of a new financial year if the period from the beginning of the financial year to the end of the new financial year is not longer than eighteen months. Where this period exceeds eighteen months, a transitional financial year shall be established, starting at the end of the old financial year and ending at the beginning of the new financial year.


4. Upon the incorporation of a legal person, the first financial year of a legal person shall be the period from the day of its incorporation to the end of the financial year. Upon the termination of a legal person, the period from the beginning of the financial year to the date of termination of a legal person shall be considered to be the last financial year.


5. The financial year of a legal person may not be altered more frequently than once in five years. Where a legal person changes its financial year for a financial year coinciding with the calendar year, the given provision shall not apply.


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Article 2.53. Branch office of a legal person


1. A branch office of a legal person shall be its structural unit, which has its registered office and performs all or part of a legal person’s functions.


2. A branch office of a legal person shall not be a legal person. The legal person shall be liable for the obligations of the branch office and the branch office shall be liable for the obligations of the legal person.

 


Article 2.54. Regulations of a branch office of a legal person


1. A branch office of a legal person shall act in accordance with the regulations approved by a legal person. The regulations must contain the following information:


1) business name of the branch office;


2) (no longer effective from 1 January 2010);


3) goals of activities of the branch office;


4) management body of the branch office and its remit;


5) term of activities of the branch office (where it is fixed);


6) other provisions established by law or a legal person.


2. Regulations of a branch office of a legal person must also provide information specified in points 1, 2, 5 and 6 of paragraph 1 of Article 2.44 of this Code on the founder of the branch office and on the management body of a legal person, which has the right to appoint or remove the management bodies of the branch office and make decisions on the legal status of the branch office.


3. Model regulations of a branch office of a legal person shall be approved by the Government or its authorised institution.


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Article 2.55. Regulation of branch offices


1. Provisions of Part II of this Book shall apply to branch offices and their activities to the extent they do not contradict the essence of a branch office and with due regard to the specificities laid down in this Article.


2. Documents of a branch office listed in Article 2.44 of this Code must also contain analogous information about the legal person, with the exception of information specified in paragraph 3 of Article 2.44 of this Code, in cases where the founder of the branch office is a foreign legal person or other organisation.


3. Upon the registration of a branch office, a foreign legal person or other organisation must notify the Register of Legal Entities about the alterations in the legal person’s or other organisation’s documents and data which were submitted to the Register, and the legal status of a legal person or other organisation, must present a set of annual financial statements of a legal person, other organisation or a branch office, where a set of annual financial statements of a foreign legal person or other organisation is compiled in accordance with the requirements other than those applied in the European Union, and financial reporting is mandatory under laws of the Republic of Lithuania which apply to a foreign legal person or other organisation.


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Article 2.56. Representative office of a legal person


1. The representative office of a legal person shall be a unit of a legal person, which has its registered office and enjoys the right to perform the actions specified in paragraph 2 of this Article.


2. The representative office of a legal person shall have the right to represent the interests of a legal person and protect them, to enter into transactions as well as to perform other actions on behalf of that legal person, to conduct import and export operations exclusively between foreign legal persons and other organisations, which have established the branch office or related enterprises, institutions or organisations and the branch office.


3. The representative office of a legal person shall not be a legal person.

 


Article 2.57. Regulations of a representative office of a legal person


1. The representative office of a legal person shall act pursuant to the regulations approved by a legal person which must include the following information:


1) business name of a representative office;


2) registered office of a representative office;


3) goals of activities of a representative office;


4) management body of a representative office and its remit;


5) term of activities of a representative office (where it is limited);


6) other provisions established by law or a legal person.


2. Regulations of the representative office of a legal person must also include information specified in Article 2.44 of this Code on the founder of the representative office and on the management body of a legal person, which has the right to appoint or remove the management bodies of the representative office and make decisions on the legal status of the representative office.


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Article 2.58. Regulation of the representative office of a legal person


1. The provisions of Part II of this Book shall apply to representative offices to the extent they do not contradict the essence of a representative office and with due regard to the specificities laid down in this Article.


2. The documents of a representative office listed in Article 2.44 of this Code must also contain the same information about a legal person, with the exception of information specified in paragraph 3 of Article 2.44 of this Code, in cases where the founder of the representative office is a foreign legal person or other organisation.


3. Upon registration of a representative office, a foreign legal person or other organisation must notify the Register of Legal Entities about the alterations in the legal person’s documents and data filed with the Register as well as about the legal status of a legal person.

 


CHAPTER V

INCORPORATION OF A LEGAL PERSON

 


Article 2.59. Procedure for the incorporation of a legal person

Legal persons shall be incorporated pursuant to the procedure established by law and this Code. Matters relating to the incorporation procedure which are not regulated by law may be determined by incorporators.


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Article 2.60. Incorporators of a legal person


1. The incorporator of a legal person shall be a person who has concluded a contract for the incorporation of a legal person. Upon passing a respective law or, where it is provided for by law, other legal act, the State, or, where it is provided for by law, also a municipality, state or local authorities, upon passing a respective legal act, which forms the basis for the incorporation of a public legal person, shall also be considered the incorporators of a legal person.  


2. Both natural and legal persons may be incorporators of a legal person.


3. The law may provide for cases where, for the purpose of protection of public order or in taking response measures, a foreign legal person, other organisation or a foreigner may not be an incorporator or a participant of a legal person.


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Article 2.61. Transactions concluded prior to the incorporation of a legal person


1. A particular management body of a legal person or any other body specified in the incorporation document shall have the right to approve transactions which were concluded by other persons in the name of and on behalf of a legal person prior to the incorporation of the legal person. When concluding such transaction, it must be indicated that it is concluded in the name of and on behalf of the legal person which is in the process of incorporation. Where such reference is not included, the person who has concluded the transaction and the legal person, whose management body or any other body specified in the incorporation document approved the transaction concluded on his behalf, shall be liable jointly and severally for the discharge of obligations arising from the said transaction.


2. Where such transaction is not approved by the body of the legal person which was incorporated at a later date, all obligations arising from the transaction shall have to be discharged by the person who has concluded the said transaction. Where such transaction has been concluded by several persons and where a legal person fails to approve it, all persons shall be liable jointly and severally for the discharge of obligations arising from the said transaction.


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Article 2.62. Register of Legal Entities


1. Legal persons must be registered in the Register of Legal Entities.


2. The Register of Legal Entities shall contain the names of legal persons and accumulate the data and documents related to legal persons. The Register of Legal Entities shall be the main state register.


3. The Register of Legal Entities must be supplied with all data prescribed by law on legal persons themselves and their activities (the principle of disclosure).


4. A head institution responsible for the processing of data of the Register of Legal Entities and an institution responsible for the processing of data of the Register (data processor of the Register) shall be established by law.

 


Article 2.63. Moment of incorporation of a legal person


1. A legal person shall be deemed incorporated as of the moment of its registration in the Register of Legal Entities.


2. A law or, in cases prescribed by law, any other legal act forming the basis for the incorporation of a public legal person, may establish that a legal person is deemed incorporated as of the date of entry into force of the legal act forming the basis for its incorporation. In such cases, that legal act must contain the data referred to in Article 2.66 of this Code and the said legal act must be made public and transmitted to the Register of Legal Entities.


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Article 2.64. Registration of legal persons


1. A legal person shall be registered in the Register of Legal Entities after the documents listed in paragraph 2 of this Article have been submitted, except as provided otherwise by this Code or other laws in the cases specified by this Code.


2. The following documents must be submitted to the Register of Legal Entities for the registration of a legal person:


1) the application of the established form for the registration of a legal person;


2) the incorporation documents of a legal person;


3) the licence, where issuance of a licence prior to the incorporation of a legal person is provided for by law;


4) the documents verifying the authenticity of documents which are submitted to the Register and the compliance of incorporation documents with the provisions of laws as well as the documents verifying the fact that a legal person may be registered because contractual obligations assumed under law or the incorporation transaction have been fulfilled and the circumstances prescribed by law or the incorporation documents have emerged. Those documents shall be drawn up or attested by a notary, except in the cases provided for in the regulations of the Register of Legal Entities;


5) (no longer effective from 1 January 2010);


6) other documents prescribed by laws.


3. A legal person must be registered within three working days from the day on which all documents listed in paragraph 2 of this Article are submitted and a registration fee is paid.


4. The procedure for the registration of legal persons shall be established in the regulations of the Register of Legal Entities. They shall be approved by the Government.


5. No longer effective from 30 July 2021.


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5. No longer effective from 30 July 2021.


6. A legal person may be removed from the Register of Legal Entities only upon the termination of the legal person.


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Article 2.65. Registration number of a legal person

Upon registration of a legal person, the data processor of the Register shall assign a registration number to the legal person and shall issue an extract from the Register of Legal Entities.


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Article 2.66. Data stored in the Register of Legal Entities


1. The Register of Legal Entities must contain the following information:


1) business name of a legal person;


2) legal form of a legal person;


3) registration number of a legal person;


4) the registered office of a legal person;


5) the address of the e-delivery box of a legal person;


6) the bodies of a legal person;


7) members of the management bodies of a legal person (name, surname, personal number, place of residence);


8) members of the management bodies of a legal person and participants of a legal person having the right to conclude contracts in the name of the legal person, limits of their authority;


9) branch offices and representative offices of a legal person (names, codes, registered offices, members of management bodies of branch offices and representative offices);


10) restrictions on the activities of a legal person;


11) the legal status of a legal person;


12) termination of a legal person;


13) dates of alterations in the data and documents of a legal person filed with the Register;


14) the financial year of a legal person;


15) other data prescribed by law.


2. When registering legal persons whose participants are liable for the obligations of a legal person, additional information must be furnished, namely: the name, surname, personal number and the place of residence of the participant being a natural person, or the business name, legal form, code and registered office of the participant being a legal person.


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3. Where the data listed in paragraphs 1 and 2 of this Article have been altered and where the incorporation documents or other data listed in paragraphs 1 and 2 of this Article haves been altered, a legal person must (except in the cases referred to in paragraph 5 of this Article, where the procedural documents are filed by the court) file an application of the established form requesting the registration of the alterations in the Register of Legal Entities within 30 days from the day the alterations have been made. The documents listed in point 4 of paragraph 2 of Article 2.64 of this Code and full text of the altered document, where the document has been altered, must be submitted together with the application requesting the registration of the alterations.


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4. In the cases prescribed by laws, a set of annual financial statements (a set of consolidated annual financial statements) and/or an annual report (a consolidated annual report), or activity report, or an annual report of an enterprise shall be submitted to the Register of Legal Entities every year within 30 days from their approval, except as otherwise provided for by law. In the cases where the audit of financial statements has been performed, an audited set of annual financial statements (a set of consolidated annual financial statements) must be accompanied by an auditor’s report. 5.                                                                                                            In cases provided for in the Law of the Republic of Lithuania on Insolvency of Legal Persons, where the insolvency process is conducted through court proceedings, the data referred to in points 10 and 11 of paragraph 1 of this Article, as well as any other data related to the registration/de-registration of the legal status of a legal person, shall be registered in the Register of Legal Entities on the basis of the court’s procedural documents (rulings, judgments).


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6. Alterations in the data listed in points 1 to 7 and 11 of paragraph 1 of this Article as well as alterations in the incorporation documents shall enter into force only upon their registration in the Register of Legal Entities, with the exception of derogations provided by law.


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Article 2.67. Persons responsible for the submission of documents of a legal person and the data of the Register to the data processor of the Register

The management body of a legal person shall be responsible for the timely submission of documents of a natural person, data and other information to be submitted to the Register of Legal Entities, except as otherwise provided by law or incorporation documents.


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Article 2.68. Refusal to register


1. The data processor of the Register may refuse to register a legal person or the alterations in the data and documents of a legal person only in the cases where:


1) the application to register a legal person (alterations in the data and documents to be registered in the Register, removal of data) fails to conform to the established form or not all documents specified in Articles 2.63 and 2.64 of this Code are submitted;


2) the time limits specified in paragraph 4 of Article 2.46 of this Code have expired;


3) the data and documents submitted to the Register are inconsistent,  unclear or misleading;


4) the form or content of the documents fail to conform to the requirements provided for by law.


2. Where obstacles for the registration of the submitted documents and data arise, the data processor of the Register shall set a time limit for the elimination of defects. Where the defects are not eliminated within the established time limit and corrected documents are not submitted to the data processor of the Register, the data processor of the Register shall take a motivated decision to refuse the registration of a legal person (alterations in the data or documents).


3. A decision to refuse the registration of a legal person (alterations in data or documents to be registered in the Register) shall be appealed to the court in accordance with the procedure established by law.


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Article 2.69. Rectifications in the Register of Legal Entities


1. Rectifications in the Register of Legal Entities shall be made on the application of a legal person or a person whose data have been entered in the Register or on the initiative of the data processor of the Register.


2. Upon the detection of an error in the Register, the data processor of the Register must, without delay, notify in writing a legal person thereof. Where a legal person fails to raise objections within the time limit set by the data processor of the Register for the rectification of the error, the data in the Register shall be rectified by the data processor of the Register.


3. Where a legal person, the data whereof have been registered in the Register, requests the rectification of an error in the Register, the data processor of the Register must rectify the data in the Register within three working days from the date of receipt of the application and the documents verifying the facts specified therein.


4. Where possible, the data processor of the Register must notify the persons who were given erroneous data about the rectification of the error in the Register.


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Article 2.70. Liquidation of a legal person on the initiative of the data processor of the Register of Legal Entities


1. The data processor of the Register of Legal Entities shall have the right to initiate the liquidation of a legal person, if at least one of the following conditions is fulfilled:


1) the legal person has failed to submit the documents specified in paragraph 4 of Article 2.66 of this Code within twelve months from the expiry of the time limits set by this Code or other laws for submission of these documents to the Register of Legal Entities;


2) the management bodies of a legal person have not been set up thus making it impossible for them to adopt decisions for more than six months;


3) members of the management bodies of a legal person may not be contacted at the registered office of a legal person or addresses indicated in the Register of Legal Entities;


4) a legal person fails to update its data in the Register of Legal Entities within five years and there are grounds to believe that the said legal person does not pursue any activities;


5) a political party fails to submit the list of its members within one year in accordance with the procedure established by the Law on Political Parties;


6) the authorised capital of a public limited liability company or a private limited liability company is below the minimum authorised capital established by laws;


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6) the authorised capital of a public limited liability company or a private limited liability company is below the minimum authorised capital established by laws;


7) a court issues a ruling to refuse to open bankruptcy proceedings against an insolvent legal person and to order the initiation of liquidation of the legal person of the motion of the data processor of the Register of Legal Entities, and notifies the data processor of the Register of Legal Entities thereof.


2. In the presence of the circumstances provided for in paragraph 1 of this Article, the data processor of the Register of Legal Entities must send a notification of the intended initiation of liquidation of a legal person to the registered office of the legal person and to the addresses of members of the management bodies of the legal person indicated in the Register of Legal Entities. Where it is not possible to send a notification of the intended initiation of liquidation of a legal person to the registered office of the legal person and/or to the addresses of members of the management bodies of the legal person indicated in the Register of Legal Entities, the data processor of the Register shall make a public announcement of the intended initiation of liquidation of a legal person in the source provided for in the regulations of the Register of Legal Entities and shall serve the said notification by other means specified in the regulations of the Register of Legal Entities.


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3. Where, within three months from the date of dispatch of a notification of the intended initiation of liquidation of a legal person or public announcement thereof, the legal person fails to produce, to the data processor of the Register, the documents specified in paragraph 1 of this Article or in the regulations of the Register of Legal Entities and refuting the presence of the circumstances specified in paragraph 1 of this Article, the data processor of the Register shall, in accordance with the procedure established in the regulations of the Register of Legal Entities, take a decision to initiate the liquidation of the legal person and the legal person shall acquire the status of a legal person in liquidation. The data processor of the Register shall make a public announcement thereof in the source specified in the regulations of the Register of Legal Entities.


4. In the presence of the circumstances provided for in point 7 of paragraph 1 of this Article, a person who has filed a petition with the court for the opening of bankruptcy proceedings against a legal person and who has failed to pay, in accordance with the law governing the insolvency of legal persons, the amount determined by the court for the payment of the costs of bankruptcy administration, shall not have the right to refute the presence of the circumstances forming the basis for the liquidation of the legal person in the manner specified in paragraph 3 of this Article.


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5. The initiated liquidation of a legal person may be revoked by a court judgment in accordance with the procedure laid down in Chapter XXXIX of the Code of Civil Procedure. A participant of a legal person or a member of the management body of a legal person may file an application with a court requesting to revoke the initiated liquidation of the legal person within one year of the acquisition of the status of a legal person in liquidation. Upon accepting the said application, as well as upon passing a judgment revoking the initiated liquidation of a legal person, the court must, not later than on the following working day, inform the data processor of the Register thereof. Upon receipt of a notification of a court judgment revoking the initiated liquidation of a legal person, the data processor of the Register shall, in accordance with the procedure established by the regulations of the Register of Legal Entities, remove the status of a legal person in liquidation from the Register. The data processor of the Register shall make a public announcement thereof in the source specified in the regulations of the Register of Legal Entities.


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6. Creditors of a legal person shall have the right to bring an action before court for the discharge of the debtor’s obligations or initiation of bankruptcy proceedings within a one-year limitation period from the date of the acquisition of the status of a legal person in liquidation. Upon accepting the action provided for in this paragraph, the court must, not later than on the following working day, notify the data processor of the Register of Legal Entities thereof. Upon receipt of the said notification from the court, the data processor of the Register shall, in accordance with the procedure established by the regulations of the Register of Legal Entities, remove the status of a legal person in liquidation from the Register.


7. Where the court does not accept the application specified in paragraph 5 of this Article and the action specified in paragraph 6 of this Article, or where the court does not revoke the initiated liquidation of a legal person, the data processor of the Register of Legal Entities shall, in accordance with the procedure established by the regulations of the Register of Legal Entities, take a decision to liquidate the legal person and the legal person shall acquire the status of a legal person in liquidation. The data processor of the Register shall make a public announcement thereof in the source specified in the regulations of the Register of Legal Entities.


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8. Where a legal person is liquidated on the initiative of the data processor of the Register of Legal Entities, a liquidator shall not be appointed. The management bodies of the legal person which is liquidated on the initiative of the data processor of the Register of Legal Entities shall lose their powers as of the adoption of the decision provided for in paragraph 7 of this Article. In this case, the data processor of the Register of Legal Entities shall perform the actions specified in this Article and the regulations of the Register of Legal Entities necessary for deregistering the legal person which is liquidated on the initiative of the data processor of the Register of Legal Entities.


9. Participants of a dissolved legal person shall be, for the period of three years, jointly and severally liable and must compensate for the damage incurred by creditors due to unfair practices of participants of the legal person which has been liquidated on the initiative of the data processor of the Register of Legal Entities.


10. The actions of the data processor of the Register of Legal Entities set out in this Article may be appealed against to the court in accordance with the procedure established by laws.


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Article 2.71. Access to the public of the Register of Legal Entities


1. Data in the Register of Legal Entities, documents contained in the Register as well as any information submitted to the Register shall be made public.


2. A separate file shall be made up for each legal person. The documents, copies thereof, data and other information relating to that legal person submitted to the Register shall be accumulated and stored in the said file.


3. Where the Register produces written extracts of the data and information stored in the Register, a mark ‘attested extract’ must be applied, and where it produces copies of the documents, a mark ‘attested copy’ must be applied, except in cases where an applicant does not request the said mark. Extracts of the data and information and copies of the documents stored in the Register, which are issued by the data processor of the Register of Legal Entities shall have prima facie authority. When publishing and providing these extracts of the data and information and copies of the documents, the data processor of the Register of Legal Entities must indicate that the extracts of the data and information and copies of the documents stored in the Register and issued by the data processor of the Register of Legal Entities have a prima facie effect.


4. Every person shall have the right, in accordance with the procedure laid down in the regulations of the Register of Legal Entities, to receive, free of charge and without delay, oral information on the legal status of a legal person and restrictions imposed on its activities.


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Article 2.72. Procedure and manner of publication of the data stored in the Register of Legal Entities


1. The data processor of the Register must publish the registration of a legal person and alteration of the data stored in the Register in accordance with the procedure established by the regulations of the Register of Legal Entities and in the source designated by the said regulations.


2. The data and copies of the documents stored in the Register of Legal Entities shall be issued pursuant to the procedure established by the regulations of the Register of Legal Entities.


3. Every person shall have the right to receive, for a fee, any data and copies of documents or information stored in the Register.


4. No longer effective from 30 July 2021.


5. No longer effective from 30 July 2021.

 


Article 2.73. Liability for unlawful refusal to register a legal person and for errors in the Register of Legal Entitites


1. Where a legal person and the data submitted to the Register or documents to be registered in the Register are unlawfully refused registration, a legal person shall have the right to seek redress for the damage inflicted on him by the said actions.


2. Damage caused by the actions specified in paragraph 1 of this Article to a legal person as well as damage caused to other persons in the administration of the Register of Legal Entities shall be redressed by the State. The said damage shall be recovered in court. An institution authorised by the Government shall represent the State in civil cases for the award of damages.

 


CHAPTER VI

LEGAL CAPACITY OF LEGAL PERSONS


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CHAPTER VI

LEGAL CAPACITY OF LEGAL PERSONS

 


Article 2.74. Legal capacity of legal persons


1. Private legal persons may have or acquire any civil rights and assume obligations, except those which may arise only when such characteristics of a natural person as gender, age and kinship are in place.


2. Public legal persons shall have a special legal capacity, i. e. they may have or acquire only those civil rights and assume those obligations which do not contradict the incorporation documents or goals of activities of public legal persons.


3. The provisions of paragraph 3 of Article 2.4 of this Code shall apply to legal persons mutatis mutandis.

 


Article 2.75. Restrictions on legal capacity of legal persons


1. Legal capacity of legal persons may not be imposed limitations in any other manner except as by express provision and procedure of law.


2. Legal capacity of an individual legal person may be restricted only by a court judgment, except in the case referred to in Article 2.70 of this Code.

 


Article 2.76. Prohibition of discrimination

It shall be prohibited to establish in legal acts, for discrimination purposes, different rights, obligations or privileges for individual legal persons.


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Article 2.77. Licensing of activities of legal persons


1. In cases provided by laws, legal persons may engage in a certain type of activities only after a licence has been granted in accordance with the procedure established by law.


2. A legal person must have all licences (permits) which are defined in the law as a necessary prerequisite for its activities.

 


Article 2.78. Licensing rules


1. The Government shall approve licensing rules for each type of licensed activities established by law unless other laws provide otherwise.


2. Licensing rules shall indicate the following:


1) licensed activities;


2) the licensing institution and its authority;


3) the documents required for the issuance of a licence;


4) the procedure and time limits for the examination of submitted documents;


5) types of licences, conditions of their issuance, re-issuance of a licence;


6) forms of licences;


7) the procedure for the registration of issued licences;


8) cases of refusal to issue licenses;


9) conditions of licensed activities, including the rights and obligations of licence holders;


10) the procedure for the supervision of compliance with the terms of the licence;


11) the procedure for and cases of the suspension and revocation of a licence.


3. Licensing rules may also provide for other requirements and conditions.


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Article 2.79. Issuance of a licence


1. Where the conditions specified in the licensing rules are fulfilled, an open-ended licence shall be issued.


2. A licence for the engagement in a certain activity or a written motivated refusal to issue a licence must be given to an applicant within thirty days of receipt of the documents required for the issuance of a licence, except as otherwise provided by law.


3. Refusal to issue a licence may not be based on the inexpediency of activities and must be motivated.


4. No longer effective from 15 June 2020.


5. Upon the issuance of a licence, a legal person must supply information specified in the licensing rules and related to the licensed activities or conditions predetermining the issuance of the licence, and allow the supervisory authority for licensed activities to verify such information.


6. A state fee for the issuance of a licence shall not exceed the costs of the issuance of a licence and supervision thereof.

 


Article 2.80. Prohibition to use administrative methods


1. State or municipal authorities shall be prohibited from regulating the activities of legal persons through administrative methods not prescribed by law.


2. Where, in accordance with the procedure prescribed by law, a state of emergency or martial law is declared or a certain territory is declared a disaster area, legal persons must comply with the instructions of the Government or relevant local authority.

 


CHAPTER VII

BODIES OF A LEGAL PERSON


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CHAPTER VII

BODIES OF A LEGAL PERSON

 


Article 2.81. Bodies of a legal person


1. Legal persons shall acquire civil rights, assume civil obligations and fulfil them through their bodies which are set up and act in accordance with the law and documents of incorporation of legal persons.


2. In cases prescribed by laws and incorporation documents, legal persons may acquire civil rights and assume obligations through their participants.


3. Participants of a legal person shall have the right to bring an action before court requesting to prohibit the management bodies of a legal person to enter into future transactions which contravene the goals of activities of a legal person or extend beyond the remit of the management body of a legal person.


4. Only natural persons may be members of the management bodies of a legal person, whereas both natural and legal persons may be members of other bodies.


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Article 2.82. Remit and functions of the bodies of legal persons


1. The remit and functions of the bodies of legal persons shall be established by laws regulating legal persons of a respective legal form and incorporation documents of a legal person.


2. Where incorporation documents and laws regulating the activities of a legal person do not provide for a different structure of the bodies, each legal person must have a single-person or a collegial management body and the meeting of participants. Laws regulating individual legal forms of legal persons may establish that the management body and the meeting of participants shall be considered to be a single body of a legal person, where the incorporation documents of a legal person so provide.


3. The management body shall be responsible for convocation of the meeting of participants of a legal person, notification of the participants of a legal person about the essential events which are important for the activities of a legal person, organisation of the activities of a legal person, accounting of the participants of a legal person and actions specified in paragraph 3 of Article 2.4 of this Code, except as otherwise provided in laws regulating the activities of individual legal persons.


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4. Decisions of the bodies of a legal person may be declared void by the court where they contravene the imperative provisions of the law, incorporation documents of a legal person or principles of reasonableness and good faith. Where a decision infringes their rights or interests, an action may be brought by the creditors of a legal person, a respective management body of a legal person, a participant of a legal person or other persons prescribed by law. Three-month limitation period shall be set for the said actions. It shall run from the day on which the defendant became aware or ought to have become aware of the contested decision unless this Code and other laws provide for a different limitation period of the action or a different procedure for challenging the decision.


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Article 2.83. Transactions concluded in breach of the remit of management bodies of a private legal person


1. Transactions concluded by the management bodies of a private legal person in breach of their remit shall impose obligations on a legal person, except in cases where it is proved that, when concluding the transaction, the third person was aware or, due to certain circumstances, could not have been unaware of the fact that the transaction had been concluded by the management body of a legal person that was not authorised to conclude it.


2. Paragraph 1 of this Article shall not apply where quantitative representation has been established, i.e. only several members of the management body together, or a member of the management body and a representative together, or a member of the management body and a member of another body together, or a member of the management body and a participant together are authorised to act in the name of a legal person. Quantitative representation must be provided for in the incorporation documents of a legal person, specified in the Register of Legal Entities and published in accordance with the procedure established by the regulations of the Register of Legal Entities.


3. Where a legal person fails to satisfy fully the claim of a third person, the person who has concluded the transaction under the circumstances laid down in paragraph 1 of this Article shall assume subsidiary liability.


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Article 2.84. Transactions concluded in breach of the remit of management bodies of a public legal person


1. Transactions concluded by the management bodies of a public legal person in breach of their remit shall not impose obligations on a legal person.


2. Where, at a later date, the legal person approves the transaction, the transaction shall become valid as of the day of its conclusion.


3. A person who, under the circumstances laid down in paragraph 1 of this Article, has concluded a transaction which is not approved by a legal person must redress the damage incurred by the third person if he fails to prove that, when concluding the transaction, the third person was aware or, due to certain circumstances, could not have been unaware of the fact that the transaction had been concluded in breach of the remit of the management body of a legal person.

 


Article 2.85. Public announcement of the remit

Public announcement and indication in the Register of Legal Entitites of the remit of the management bodies of legal persons, as provided for in incorporation documents, shall not affect the application of the provisions of Articles 2.83 and 2.84 of this Code.

 


Article 2.86. Equality of members of the management bodies of a legal person

Members of the management body of a legal person shall enjoy equal rights and obligations, with the exception of the case specified in paragraph 2 of Article 2.93 of this Code.


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Article 2.87. Obligations of members of the management bodies of a legal person


1. A member of the management body of a legal person must act in good faith and in a reasonable manner in respect of the legal person and other members of the legal person’s bodies.


2. A member of the management body of a legal person must be loyal to the legal person and maintain confidentiality.


3. A member of the management body of a legal person must avoid a situation where his personal interests are contrary or may be contrary to the interests of the legal person.


4. A member of the management body of a legal person may not confuse the property of the legal person with his own property and, without consent of participants of the legal person, use the property or the information, which he obtains in the capacity of a member of the legal person’s body, for personal gain or for a third person’s gain.


5. A member of the management body of a legal person must notify other members of the management body of the legal person or participants of the legal person about the circumstances laid down in paragraph 3 of this Article and define their nature and, where possible, their value. Such information must be supplied in writing or included in the minutes of the meeting of a legal person’s bodies.


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6. A member of the management body of a legal person may enter into a transaction with a legal person being in the capacity of a member of the said legal person’s body. He must, without delay, notify other bodies of a legal person about the said transaction in accordance with the procedure established in paragraph 5 of this Article or participants of a legal person unless incorporation documents of a legal person or laws regulating legal persons of a respective legal form expressly provide for a different procedure of notification.


7. A member of the management body of a legal person who fails to perform or performs improperly his obligations specified in this Article or incorporation documents must redress all damage incurred by the legal person, except as otherwise provided by law, incorporation documents, or an agreement.


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Article 2.88. Agreements on voting of the participants of a legal person


1. Participants of a legal person may conclude an agreement on general voting at the meeting of the participants of a legal person. Agreements on voting shall be null and void where an obligation is assumed:


1) to vote according to instructions received from the management bodies of a legal person;


2) to vote for all proposals made by the management bodies of a legal person;


3) to vote according to instructions or abstain from voting for certain remuneration.


2. An agreement on voting may establish that parties to the said agreement grant an authorisation to a third person to vote at the meetings of participants of a legal person in the name of the parties to the agreement on voting, and such authorisation may be revoked only in cases provided for in the said agreement.


3. Upon the issuance of the authorisation as referred to in paragraph 2 of this Article, the parties to an agreement on voting shall be deprived of the right to vote themselves or to issue authorisations to other persons to vote at the meeting of participants of a legal person on the issues specified in the authorisation.


4. Where provisions of an agreement on voting have been infringed by one party to the agreement, the court shall have the right to oblige re-counting of the results of voting at the meeting of participants of a legal person in accordance with the agreement on voting, or reverse the decision taken at the meeting of participants of a legal person in cases where voting in violation of the agreement had a decisive influence on the adoption or non-adoption of a decision.


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Article 2.89. Transfer of the voting right


1. A participant of a legal person may transfer his voting right at the meeting of participants of a legal person to other persons and establish the procedure and modes of exercising the voting right.


2. An agreement on the transfer of the voting right shall enter into force as of the disclosure to a legal person of the agreement and of the data on the number of transferred votes, the term of transfer, the grounds for the entitlement to the voting right, the participant of a legal person who transfers the voting right and the person who acquires the voting right (to the extent required by the incorporation documents of a legal person, laws or the established practice of a legal person).


3. A legal person must notify the participant of the legal person who transfers the voting right and the person who acquires it of the receipt of the documents and information specified in paragraph 2 of this Article and announce thereof at the nearest meeting of participants of the legal person. Obligations of a legal person related to convening of the meeting of participants of a legal person shall be fulfilled in respect of the person who has acquired the voting right.


4. The term for an agreement on the transfer of the voting right may not exceed a period of ten years.


5. Other non-property rights enjoyed by a participant of a legal person may also be transferred by an agreement on the transfer of the voting right.


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Article 2.90. Minutes


1. Meetings of the collegial body of a legal person must be minuted.


2. The minutes must include the time and place of a meeting, the number of participants, the fact of having a quorum, the results of voting, and decisions. The minutes must be accompanied by a list of participants and information on the convening of the meeting. At the request of the persons attending the meeting, the information requested by them must be included in the minutes. All alterations and supplements to the minutes must be deliberated.


3. Minutes must be stored for at least ten years and, at the request of each participant or other member of the management body who participated or was entitled to participate in the meeting, a copy of the minutes must be issued. A legal person shall have the right to receive from a participant of a legal person a fee for the issuance of a copy of minutes, not exceeding the costs of its issuance.


4. Where a decision is signed by all members of the body of a legal person, or where the body of a legal person consists of a single person and, in this case, a decision made by that member of the body of a legal person equals a decision made by the body of a legal person, minutes shall not be taken.


5. Laws may provide for different or supplementary requirements for minutes, other than those laid down in paragraph 2 of this Article.


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Article 2.91. Taking and signing of minutes


1. Minutes shall be taken by the secretary of a meeting, the chairman of a meeting, where a secretary is not elected, or by the chairman of a collegial management body of a legal person, where a chairman and a secretary of a meeting are not elected.


2. Minutes shall be signed by the person who has taken them and by the chairman of a meeting and, in cases where he is not elected, by the chairman of a collegial management body of a legal person.


3. Minutes must be taken and signed within the time limit established in incorporation documents or laws; however, in all cases, it must not exceed thirty days as of the day on which the meeting was convened.

 


Article 2.92. Remarks on the minutes


1. Persons who attended the meeting shall have the right to make remarks on the minutes within three days as of the moment they have read them, but neither the period of three days nor the maximum time limit for taking the minutes established in incorporation documents may be exceeded.


2. Remarks on the minutes shall be attached to the minutes, together with an indication of whether the persons who signed the minutes agree or disagree with them.


3. Failure to make remarks on the minutes shall not prejudice the right to contest decisions of the management body of a legal person.


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Article 2.93. Voting


1. Decisions of collegial bodies of a legal person shall be adopted by voting.


2. A tie vote shall mean that the same number of votes ‘for’ and the same number of votes ‘against’ have been received. In the event of a tie vote, the chairman of a collegial body shall have a deciding vote. Where the chairman of a collegial body has not been designated or fails to participate in the adoption of a decision, in the event of a tie vote, the decision shall be deemed not adopted.


3. Where none of the members of a collegial body raises objections, voting may be done by way of a written survey.


4. In urgent cases, the court may designate members of a body of a legal person.


5. A member of a body of a legal person may vote himself or may authorise other persons to vote on his behalf, except as otherwise provided in incorporation documents of a legal person.


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6. The decision of the chairman of a meeting of a legal person’s collegial body on the results of the voting shall be decisive, except in the cases where the voting is held in writing or a commission for counting of votes is established. In such cases, the decision of the commission shall be final. Where, upon the announcement of the results of voting by the chairman of the meeting or the commission for counting of votes, doubts are expressed as to the lawfulness of voting, a repeat voting must be held if the majority of members of a collegial body so request. Where voting was taken without counting individual votes, a repeat voting must be held if at least one member so requests. After the repeat voting, the results of the first voting shall be null and void.


7. Laws and incorporation documents of a legal person may provide for a different procedure of voting.


8. Provisions of this Article shall not apply to the meeting of shareholders/member share holders.


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Article 2.94. Verification of a decision

Where, for purposes of validity of a decision, approval of the body of another legal person is required, the said approval may be effected at a later date within a reasonable period of time.

 


CHAPTER VIII

TERMINATION AND RESTRUCTURING OF LEGAL PERSONS

 


Article 2.95. Termination of legal persons


1. Legal persons shall be terminated by way of liquidation or reorganisation.


2. Reorganisation shall be the termination of a legal person without the liquidation procedure.


3. A legal person shall be terminated as of the day of its removal from the Register of Legal Entities.


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Article 2.96. Reorganisation of legal persons


1. A decision to reorganise a legal person shall be adopted by participants of a legal person or the court, in cases provided by law.


2. A decision to reorganise, by way of merger by acquisition, a legal person into which another legal person is to be merged by acquisition may also be taken by the management bodies of a legal person where the following circumstances exist:


1) public announcement about the terms of reorganisation of legal persons, as laid down in paragraph 2 of Article 2.99 of this Code, is made no later than thirty days prior to the meeting of participants of a legal person which is to be merged by acquisition;


2) any participant of a legal person has the right to access the documents specified in paragraph 4 of this Article;


3) one or several participants of a legal person with at least 1/20 of votes at the meeting of participants of a legal person have the right to request the convening of the meeting of participants of the legal person regarding the reorganisation by way of merger by acquisition.


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3. The decision to reorganise a legal person shall be adopted by a qualified majority vote. It shall be set in the incorporation documents and may not be less than 2/3 of the votes of all the participants present at the meeting. The decision to reorganise a legal person may be adopted only upon the expiry of a thirty-days period following the public announcement that the terms of reorganisation have been set, as specified in paragraph 1 of Article 2.101 of this Code. The terms of reorganisation must be approved by the decision to reorganise a legal person and documents of incorporation must be altered or new documents of incorporation must be adopted.


4. No later than thirty days before the meeting of participants of a legal person regarding the reorganisation, participants of a legal person shall have the right to access the terms of reorganisation, the documents of incorporation or draft documents of incorporation of legal persons to be continued or to be newly incorporated after the reorganisation, as well as the reports drawn up by all the management bodies of legal persons participating in the reorganisation, the assessments of experts and financial statements for the last three financial years. Where the terms of reorganisation were set six months after the end of the financial year of at least one legal person participating in the reorganisation, an interim financial statement must be drawn up in accordance with the same rules applied to the earlier financial statements and must be presented to the participants of a legal person. It shall be drawn up no earlier than three months prior to the setting of terms of the reorganisation. Each participant of a legal person shall have the right to receive copies of all the said documents.


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5. The management bodies of legal persons must notify participants of legal persons about all substantive changes after the terms of reorganisation have been set and prior to adopting a decision on the reorganisation, and attach this written notification to the documents specified in paragraph 4 of this Article as well as orally inform about any substantive changes at the meeting of participants of legal persons.


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Article 2.97. Modes of reorganisation of legal persons


1. Legal persons may be reorganised by way of merger and division.


2. The possible modes of merger of a legal person shall be merger by acquisition and merger by formation of a new company.


3. Merger by acquisition shall be the merger of one or more legal persons into another legal person, which becomes a successor to all rights and obligations of the legal person under reorganisation.


4. Merger by formation of a new company shall be the merger of two or more legal persons into a new legal person, which becomes a successor to all rights and obligations of the reorganised legal persons.


5. The possible modes of division of legal persons shall be division by acquisition and division by formation of a new company.


6. Division by acquisition shall be the assigning of rights and obligations of a legal person under reorganisation to other legal persons in operation.


7. Division by formation of a new company shall be the incorporation, on the basis of a single legal person under reorganisation, of two or more legal persons, which become successors to certain parts of the reorganised legal person’s rights and obligations.  


8. Where the decision to liquidate a legal person was not adopted by the meeting of participants of a legal person or where at least one participant of a legal person became a successor to a part of property of a legal person in liquidation, it shall be prohibited to reorganise such a legal person in liquidation.


9. Specific features of reorganisation of individual legal persons may be prescribed by laws regulating individual legal forms of legal persons.


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Article 2.98. Reorganisation of legal persons of different legal forms


1. Only legal persons of the same legal form may participate in the  reorganisation, with the exception of derogations provided by laws regulating individual legal forms of legal persons.


2. Upon termination of a legal person under reorganisation whose participants are liable for the obligations of the legal person, irrespective of the terms of reorganisation, participants of the terminated reorganised legal person shall assume subsidiary liability, for a period of three years, for the obligations of the terminated legal person which emerged prior to the legal person’s, which will continue activities, becoming a successor to the rights and obligations of the terminated legal person. Where a participant of a legal person fails to become a participant of the legal person continuing activities after the reorganisation, he shall not, either at the time of the reorganisation or thereafter, be exempt from the liability referred to in this paragraph.


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Article 2.99. Terms of reorganisation and report on the reorganisation


1. The management bodies of legal persons participating in the reorganisation must prepare the terms of reorganisation which have to include the following:


1) the information specified in Article 2.44 of this Code on all the legal persons participating in the reorganisation;


2) the mode of reorganisation, terminated legal persons and legal persons continuing activities after the reorganisation;


3) the procedure, conditions and time limits for a participant of the legal person under reorganisation to become a participant of the legal person continuing after the reorganisation, as well as payments to the participants of a legal person;


4) the moment from which the legal person continuing after the reorganisation becomes a successor to rights and obligations of a terminated legal person;


5) additional rights conferred to the management and other bodies of a legal person, administrative staff or experts specified in Article 2.100 of this Code.


2. The terms of reorganisation must be published according to the provisions of paragraph 1 of Article 2.101 of this Code and submitted to the Register of Legal Entities no later than on the first day of publication, applying the provisions of paragraph 3 of Article 2.66 of this Code mutatis mutandis.


3. The management bodies of each legal person participating in the reorganisation must draw up written reports indicating the goals of the reorganisation, explaining the terms of the reorganisation, the continuity of activities of the legal person, and specifying the time limits and economic grounds for the reorganisation.


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4. Paragraph 3 of this Article shall apply only where the reorganisation involves a public limited liability company or other legal persons whose participants having at least 1/20 of all votes so request.


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Article 2.100. Assessment of the terms of reorganisation


1. The terms of reorganisation of legal persons shall be assessed by independent experts who have the necessary qualifications, provided that this is set out in laws regulating activities of individual legal persons.


2. Independent experts shall be designated by each legal person participating in the reorganisation. Where a single expert for all legal persons under reorganisation is to be designated, such designation must be approved by the data processor of the Register of Legal Entities.


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Article 2.101. Protection of rights of creditors of the legal persons under reorganisation


1. The drawing up of the terms of reorganisation must be published three times at intervals of at least thirty days or published once and notified in writing to all the creditors of the legal person. The notification must contain the data specified in points 1, 2 and 4 of paragraph 1 of Article 2.99 of this Code and indicate where and from when the documents listed in paragraph 4 of Article 2.96 of this Code are available.


2. A creditor of a legal person under reorganisation shall have the right to request termination of the contract or performance of obligations before the expiry of the time limit as well as redress of damages where this has been provided for in the transaction and where there are grounds to presume that the performance of obligations may become more difficult due to the reorganisation, and where, at the request of the creditor, a legal person has failed to extend an additional guarantee for the performance of obligations.


3. Creditors of a legal person under reorganisation shall have the right to access the documents specified in paragraph 4 of Article 2.96 of this Code and receive their copies.


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Article 2.102. Invalidity of reorganisation


1. Reorganisation may only be declared invalid by a court and only in the following circumstances:


1) the relevant documents of the reorganisation procedure have not been published or submitted to the Register of Legal Entities;


2) decisions on the reorganisation adopted by participants of a legal person or other management body of a legal person are invalid;


3) not all requirements for reorganisation established by the imperative provisions of law have been fulfilled.


2. Where the period following the termination of a legal person to its application to the court exceeds six months, reorganisation may not be declared invalid.


3. Where possible, the court must grant a reasonable time limit to rectify the errors which gave grounds for declaring the reorganisation invalid.


4. The judgment of the court to declare the reorganisation of a legal person invalid shall not invalidate the activities of a legal person continuing after the reorganisation or of a newly incorporated legal person prior to the alteration of the respective data in the Register of Legal Entities. All legal persons who participated in the reorganisation shall be jointly and severally liable for the obligations arising from the transactions of such legal persons.

 


Article 2.103. Simplified reorganisation of legal persons

Where a legal person under reorganisation is merged by acquisition into a legal person which is the sole participant of the legal person under reorganisation or where public legal persons participate in the reorganisation, paragraph 3 of Article 2.99 and Article 2.100 of this Code shall not apply.


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Article 2.104. Restructuring of legal persons


1. Restructuring shall be an alteration of the legal form of a legal person whereby a legal person of a new legal form becomes the successor to all rights and duties of the restructured legal person.


2. In the case of restructuring of a legal person whose participants are liable for the obligations of the legal person, participants of the restructured legal person, irrespective of the new legal form chosen, shall assume subsidiary liability, for a period of three years, for the obligations of the restructured legal person which emerged prior to the registration of a legal person of a new legal form in the Register of Legal Entities. Where a participant of a restructured legal person fails to become a participant of the legal person of a new legal form, he shall not, either at the time of the restructuring or thereafter, be exempt from the liability referred to in this paragraph.


3. A public legal person, except state and municipal enterprises, may not be restructured into a private legal person.


4. In restructuring of legal persons, provisions of paragraph 2 of Article 2.101, Article 2.102, paragraph 1 of Article 2.107 and paragraphs 1 and 2 of Article 2.112 shall apply mutatis mutandis.


5. Specific features of restructuring of legal persons may also be prescribed by laws regulating individual legal forms of legal persons.


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Article 2.105. Mandatory restructuring of legal persons


1. Laws may provide for circumstances under which a legal person must alter its legal form.


2. Where, within the time limit established by law which may not be shorter than nine months, participants of a legal person fail to adopt a decision on the alteration of the legal form of a legal person, it shall be considered that the legal form of a legal person has been altered and the legal person acts according to the documents of incorporation inasmuch as they do not conflict with the laws regulating activities of legal persons having the legal form into which the said legal person had to be restructured.


3. Where a legal person adopts a decision to liquidate the legal person within the time limit for the restructuring established by law, paragraph 2 of this Article shall not apply.


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Article 2.106. Grounds for the liquidation of a legal person

Grounds for the liquidation of a legal person may only be the following:


1) participants of a legal person have adopted a decision to terminate the activities of a legal person;


2) the court or the creditors’ meeting has adopted a decision to liquidate a legal person due to bankruptcy;


3) the court has passed a  judgment to liquidate a legal person in accordance with the provisions of Article 2.131 of this Code;


4) the data processor of the Register of Legal Entities has adopted a decision to liquidate a legal person in accordance with the provisions of Article 2.70 of this Code;


5) the term of a legal person has expired;


6) the number of participants of a legal person has decreased below the permitted minimum prescribed by law, where a participant of a legal person fails to adopt a decision, within six months following the decrease, to reorganise or restructure a legal person;


7) the incorporation of a legal person has been declared invalid in accordance with the provisions of Article 2.114 of this Code.


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Article 2.107. Decision of participants of a legal person on liquidation


1. A decision to liquidate a legal person shall be adopted by a qualified majority vote of participants of a legal person. It shall be established in the incorporation documents of a legal person and it may not be less than 2/3 of the votes of all the participants of the meeting.


2. A decision to liquidate a legal person may not be revoked where at least one participant of a legal person has received a part of the property of the legal person in liquidation.


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Article 2.108. Appointment of a liquidator


1. After adopting a decision to liquidate a legal person, participants of legal persons, the meeting of creditors or the court must appoint a liquidator.


2. Incorporation documents of a legal person or laws may provide for different rules for the appointment of a liquidator or designate a specific liquidator. These rules shall not be binding on the court and the meeting of creditors.


3. A liquidator shall be a person having the necessary qualifications. Several liquidators may be appointed. If several liquidators are appointed, a liquidation commission shall be set up and one of the liquidators shall be appointed the chairperson of the liquidation commission.


4. Where points 5 and 6 of Article 2.106 of this Code constitute grounds for the liquidation and where a participant of a legal person fails to appoint a liquidator, the management bodies of a legal person or participants of a legal person with at least 1/20 of all votes and the data processor of the Register of Legal Entities shall have the right to apply to court requesting the appointment of a liquidator.


5. Where points 3 or 7 of Article 2.106 of this Code constitute grounds for the liquidation, the duties of a liquidator shall be discharged by an institution authorised by the Government until a liquidator is appointed by a participant of a legal person. Subject to the approval of the court, this institution shall have the right to assign another person to discharge the duties of a liquidator.


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Article 2.109. Revocation of a liquidator of a legal person


1. A liquidator of a legal person appointed by participants of a legal person may be revoked by a simple majority vote of the participants of the legal person present at the meeting.


2. Participants of a legal person with at least 1/10 of all votes, a creditor with a right of claim of at least fourteen thousand five hundred euros, or at least 1/5 of all the employees of a legal person shall have the right to apply to court requesting to change the liquidator where he fails to act in a proper manner, is dishonest in effecting settlements with creditors and participants of the legal person, is dishonest in discharging other duties or infringes the rights of the participants, creditors or employees of the legal person.

 


Article 2.110. Powers of a liquidator


1. The management bodies of a legal person shall lose their powers and the powers of participants of a legal person to conclude transactions shall pass to a liquidator as of the day of his appointment or, in cases specified in paragraph 5 of Article 2.108 of this Code, as of the entry into force of the decision on the liquidation of a legal person.


2. A liquidator shall enjoy the rights and obligations of the management body of a legal person and shall be subject mutatis mutandis to the provisions of Chapter VII of this Book.


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Article 2.111. Transactions of a legal person in liquidation

A legal person in liquidation may conclude only those transactions which are related to the termination of the legal person’s activities or which are provided for in the decision to liquidate the legal person.

 


Article 2.112. Notification about liquidation


1. The person who has adopted a decision to liquidate a legal person must, in accordance with the procedure established in the incorporation documents of legal persons, make a public announcement thereof three times at intervals of at least thirty days or make a public announcement once and notify all creditors in writing. The notification must include all data listed in paragraph 1 of Article 2.44 of this Code.


2. The Register of Legal Entities shall also be notified about the liquidation no later than on the first day of public announcement thereof in accordance with the procedure established in paragraph 3 of Article 2.66 of this Code.


3. This Code or other laws of the Republic of Lithuania may lay down different rules for the notification about liquidation.


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Article 2.113. Sequence of and procedure for the satisfaction of creditors’ claims of a legal person in liquidation


1. In the event of liquidation of a legal person, the following sequence of and procedure for the satisfaction of creditors’ claims shall be established:


1) priority in satisfying creditors’ claims shall be given to claims secured by the mortgage of property of a legal person in liquidation – from the value of the mortgaged property;


2) first in sequence for the satisfaction of claims shall be employees’ claims related to employment relationships; claims to compensate for mutilation or other physical injuries, occupational disease or death as a result of an accident at work as well as claims of natural persons for payment for agricultural produce purchased for processing;


3) second in sequence for the satisfaction of claims shall be claims related to taxes and other payments to the budget as well as compulsory state social insurance and health insurance contributions and foreign loans covered by a guarantee of the State or the Government;


4) third in sequence for the satisfaction of claims shall be all other creditors’ claims.


2. The claims of creditors of each successive sequence shall be fulfilled upon fully satisfying the claims of creditors of the preceding sequence. Where assets are insufficient to fulfil all the claims of one sequence in full, the said claims shall be satisfied in proportion to the amount of claims due to each creditor.


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Article 2.114. Unlawful incorporation of a legal person


1. The incorporation of a legal person may be declared unlawful only by the court and only in cases where:


1) all incorporators were legally incapable in this particular area or the provision establishing the minimum number of incorporators has been violated;


2) the documents of incorporation prescribed by law have not been drawn up or mandatory provisions of the regulations for the incorporation of a legal person have been violated;


3) the real goals of incorporation of a legal person are unlawful or contradict public order;


4) the minimum authorised capital has not been formed in accordance with the procedure established by law and within the established time limit;


5) the incorporation documents of a legal person fail to indicate its business name, goals, amounts of authorised capital and personal contributions of participants of a legal person, where such requirements are laid down in the mandatory provisions of the laws regulating individual legal forms of legal persons.


2. Where a court declares the incorporation of a legal person unlawful, the said legal person must be liquidated in accordance with the procedure established by law.


3. Where possible, the court must grant a reasonable period of time to rectify the errors due to which the incorporation of a legal person was declared unlawful.


4. In deciding whether to declare the incorporation of a legal person unlawful, the court must take into consideration the interests of the employees and participants of a legal person who did not take part in the incorporation of the legal person.


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5. An action to declare the incorporation of a legal person unlawful may be brought by a participant of a legal person or the guardian of a participant legally incapable in this area, the management bodies of a legal person as well as by a public prosecutor, acting in the public interest.


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CHAPTER IX

FORCED SALE OF SHARES (RIGHTS, MEMBER SHARES)

 


Article 2.115. Content of forced sale of shares (rights, member shares)


1. The participants of a legal person listed in Article 2.116 of this Code shall have the right to file an application to the court requesting to sell, to the applying participant of a legal person, the rights of a participant of a legal person or the shares (member shares) of a legal person which are in possession of a legal person’s participant (hereinafter: ‘shares (rights, members shares)’) whose actions are contrary to the goals of the legal person’s activities and where there are no grounds to expect any changes in the said actions in the future.


2. An action for the forced sale of shares (rights, member shares) shall be brought before a regional court according to the location of the registered office of a legal person. The court must notify the legal person whose shares (rights, member shares) are to be sold in a forced manner about the action and the judgments.


3. Participation of a lawyer in the process of litigation of the parties to the given cases shall be compulsory.


4. The participant of a legal person who has brought an action for the forced sale must apply to other participants of a legal person proposing to become co-claimants.


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Article 2.116. Persons entitled to file an application for forced sale of shares (rights, member shares)


1. The following participants of a private legal person shall have the right to file an application for forced sale of shares (rights, member shares):


1) one or several shareholders of a private limited liability company whose nominal value of shares held accounts for at least 1/3 of the authorised capital;


2) one or several members of a partnership whose contributions account for at least 1/3 of all contributions to the partnership;


3) one or several members of an agricultural company or co-operative society whose member share accounts for at least 1/3 of all member shares;


4) one or several members of a small partnership whose contributions account for at least 1/3 of all contributions to the small partnership.


2. A participant of a legal person shall have no right to file an application for forced sale of shares (rights, member shares) under the circumstances laid down in Article 2.115 of this Code where the incorporation documents of a legal person or contracts concluded by its participants provide for different rules of forced sale of shares (rights, member shares) and the said rules may apply.


3. A participant of a legal person shall have no right to file an application for forced sale of shares (rights, member shares) where he is controlled by a legal person the shares (rights, member shares) whereof are to be sold in a forced manner.


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4. A participant of a legal person shall have no right to file an application for forced sale of shares (rights, member shares) where he himself is the legal person the shares (rights, member shares) whereof are to be sold in a forced manner.


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Article 2.117. Restrictions on the transfer of title to shares (rights, member shares)


1. A defendant shall have no right, without a claimant’s consent, to sell or otherwise transfer the title to shares (rights, member shares), to pledge them or otherwise restrict the rights to them, as well as transfer or otherwise restrict the rights or the rights attached to the shares (member shares) from the day of adoption of the court judgment on the forced sale of shares (rights, member shares) unless the court decides otherwise. The court shall have the right to authorise the acts referred to in this paragraph if a plaintiff fails to give his consent to such acts.


2. A defendant shall have no right to sell, except according to the provisions of this Section, or otherwise transfer the title to shares (rights, member shares), to pledge them or otherwise restrict the rights to them, as well as transfer or otherwise restrict the rights or the rights attached to the shares (rights, member shares) from the day of entry into force of the court judgment unless the court decides otherwise.


3. The court that issued the judgment may, upon a plaintiff’s request, prohibit a defendant from exercising his right to vote without the consent of the court or the plaintiff.


4. The prohibitions established in paragraphs 1 and 3 of this Article shall be valid irrespective of the appeal against the court judgment.


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Article 2.118. Appointment of experts


1. Upon satisfaction of an action, the court must appoint experts to set the price of shares (rights, member shares).


2. Experts must start their activities only after the court judgment becomes final. Experts must present a written report on the price of shares (rights, member shares) to the court and the parties to the case.


3. Articles 2.127 to 2.130 of this Code must be applied mutatis mutandis.

 


Article 2.119. Setting of a price


1. After the experts’ report on the price of shares (rights, member shares) has been submitted, the court must issue an order on the setting of a price and determine who remiburses for the experts’ work and other expenses borne. The court may decide that such expenses shall be reimbursed by a legal person.


2. A separate appeal against the court order whereby a price is set may be lodged.


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Article 2.120. Procedure for forced sale


1. After the court order on setting a price becomes final, the defendant must, within two weeks, transfer the title to his shares (member shares) to the plaintiff and the plaintiff must accept the shares (member shares) and pay the set price. The price must be paid upon the transfer of title to the shares (member shares) to the plaintiff. The transfer shall take place in the registered office of a legal person whose shares (member shares) are transferred or in some other place agreed upon by the plaintiff and the defendant.


2. In the case of a forced sale of rights, the plaintiff must pay to the defendant the set price within two weeks from the date on which the court order on setting a price became final. The contribution of the plaintiff who has paid the set price shall be increased by the amount of the defendant’s contribution and the legal person must issue to the plaintiff the documents certifying the increase of his contribution.


3. Where the defendant fails to discharge his duty to transfer the title to his shares (member shares), a legal person must transfer the title to the shares (member shares) in the defendant’s name and issue to the plaintiff the documents certifying the plaintiff’s title to the shares (member shares) sold in a forced manner and declare the respective documents of the defendant invalid as well as make a public announcement thereof in the source prescribed by the legal acts. Upon receipt of the documents certifying the title to the shares (member shares), the plaintiff shall pay the price into the deposit account of a notary, bank or other credit institution.


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4. Where there are several plaintiffs, the shares (member shares) sold in a forced manner shall be allotted as proportionally as possible to the legal person’s shares (member shares) held by the plaintiffs. In case of a forced sale of rights, the contributions of the plaintiffs shall be increased by the amount of the contribution that is as proportionate as possible to the amount of the contribution of each defendant.


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Article 2.121. Procedure for forced sale of shares in the presence of pre-emptive right


1. Where other participants of a legal person or persons hold a pre-emptive right to acquire the shares (rights, member shares) sold in a forced manner, the legal person, upon receipt of a final court order on setting a price, must make a proposal to the said persons to acquire the shares (rights, member shares) at the price set by the court. After the court judgment on the forced sale of shares (rights, member shares) becomes final, the defendant must notify the legal person about the persons who enjoy the pre-emptive right to acquire shares (rights, member shares) sold in a forced manner in accordance with the contracts concluded by the plaintiff.


2. Upon receipt of a legal person’s proposal to exercise the pre-emptive right, the persons must accept or reject the proposal in writing within thirty days. Where a person fails to reply to the said proposal, the proposal shall be deemed unaccepted.


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3. Upon the expiry of a thirty-day time limit, the legal person must notify the plaintiff and the defendant of the number of accepted shares (member shares) or whether the rights have been accepted. Upon receipt of the said notification, the defendant must transfer the title to the shares (member shares) to the persons specified in the notification and the title to the remaining shares (member shares) must be transferred to the plaintiff in accordance with the provisions of Article 2.120 of this Code. Shareholders or other participants of legal persons who purchase shares (rights, member shares) must pay for them in accordance with the provisions of Article 2.120 of this Code. Where the persons enjoying the pre-emptive right fail to pay for the shares (rights, member shares) in due time, the shares (rights, members shares) must be transferred to the plaintiff.


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Article 2.122. Transfer of the voting right


1. The persons listed in Article 2.116 of this Code shall have the right to file an application to the court requesting to reinstate the owner of shares (rights, member shares) in his right to vote in cases where the right to vote has been assigned to another person whose actions contradict the goals of a legal person and there are no grounds to expect any changes in the actions in the future.


2. The owner of shares (rights, member shares) shall acquire the right to vote as of the day on which the court judgment has become final.

 

 


Article 2.123. Forced sale of shares (rights, member shares) due to the failure to properly exercise the rights


1. Where the participants of a legal person listed in Article 2.116 of this Code fail to properly exercise the rights as participants of a legal person due to the actions of another participant of a legal person and there are no grounds to expect that such actions will cease in the future, the said participants may bring an action to the court requesting the participant of a legal person, whose actions obstruct the proper exercise of their rights, to purchase their shares (rights, member shares). In this case, paragraphs 2 and 3 of Article 2.115 and Articles 2.116 to 2.121 of this Code shall apply mutatis mutandis.


2. The participant of a legal person who is requested to purchase the plaintiff’s shares (rights, member shares) must apply to other participants of a legal person with the proposal to become co-defendants.


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CHAPTER X

INVESTIGATION INTO THE ACTIVITIES OF A LEGAL PERSON

 


Article 2.124. Content of an investigation into the activities of a legal person

The persons listed in Article 2.125 of this Code shall have the right to request the court to appoint experts to investigate whether a legal person or the legal person’s management bodies or their members acted in a proper way and, if improper actions are established, to apply measures specified in Article 2.131 of this Code.


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Article 2.125. Persons entitled to apply for an investigation into the activities


1. The following persons shall be entitled to apply for an investigation into the activities of a legal person:


1) one or several shareholders who hold or manage shares the nominal value of which accounts for at least 1/10 of the authorised capital;


2) one or several members of a partnership whose contributions account for at least 1/10 of all contributions to the partnership;


3) one or several members of a small partnership whose contributions account for at least 1/10 of all contributions to the small partnership;


4) one or several members of an agricultural company or a co-operative society (co-operative) whose member shares account for at least 1/10 of all member shares;


5) participants of a legal person, except for the participants of legal persons referred to in Articles 2.35 and 2.37 of this Code and the persons referred to in points 1, 2, 3 and 4 of this paragraph, who have at least 1/5 of all votes;


6) persons as well as participants of a legal person who, according to incorporation documents or transactions concluded with legal persons, have been granted the said right.


2. A public prosecutor shall also have the right to apply for an investigation into the activities of a legal person in order to protect public interests, including the cases where the activities of a legal person, its management bodies or their members are contrary to the public interests.


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Article 2.126. Filing of an application


1. An application for an investigation into the activities shall be filed with a regional court according to the location of the registered office of a legal person.


2. An application may be filed only after a claimant has applied to the legal person (the legal person’s management body or its member) with a request to terminate inappropriate activities and has granted a reasonable time limit to remedy the circumstances. A request, which either fails to specify inappropriate activities or bad faith in discharging the duties or give reasons why the activities are considered to be inappropriate, shall not be deemed to be an application.


3. Participation of a lawyer shall be obligatory in drawing up a request and an application for an investigation into the activities. Representation of a claimant by a lawyer shall be obligatory in the course of proceedings concerning an investigation into the activities. Where an application for an investigation into the activities is filed by a public prosecutor acting in the public interest, the provisions of this paragraph shall not apply.


4. Upon receipt of an application and after hearing the submissions of the parties, the court shall either make an order on the investigation into the activities of a legal person, if there are grounds for believing that the circumstances specified in Article 2.124 and paragraphs 2 and 3 of Article 2.125 of this Code may be present, or reject the application.


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Article 2.127. Appointment of experts


1. The court may appoint any independent persons as experts, who have the necessary qualifications to carry out an investigation into the activities of a legal person and submit a written report on inappropriate activities, as well as to draw up guidelines for the application of measures specified in Article 2.131 of this Code.


2. Prior to the appointment of experts, the court must make a proposal to the parties to reach a consensus on the appointment of specific experts. Once a consensus is reached, the court shall appoint the jointly chosen experts if they meet the requirements set in paragraph 1 of this Article. Where the parties fail to reach a consensus on the appointment of experts, the court shall appoint experts at its discretion from the list of proposed experts submitted by the parties. Each party shall submit a list containing at least ten experts and shall have the right to remove five experts from the list of the other party for whatever reasons, as well as to give their opinion as to compliance of the remaining five experts with the requirements set in paragraph 1 of this Article.


3. The number of experts shall be established by the court with due regard to the scope of investigation into the activities of a legal person.


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Article 2.128. Rights of experts


1. Experts shall have the right to examine the documents of a legal person  and to interview participants, members of bodies and employees of the legal person, as well as persons who were members, members of bodies or employees of the legal person in the period under investigation.


2. On the instruction of experts, a legal person must make it possible to verify the assets of the legal person. The judge may, without prior notification to the parties, issue an order thereby granting experts the right to take the actions laid down in paragraph 1 of this Article with respect to other legal persons as well as receive documents and information from respective state institutions.


3. Where experts are prevented from exercising their rights, the court may give appropriate instructions to the police to facilitate the work of experts.


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Article 2.129. Remuneration for experts’ work


1. The experts appointed by the court must notify the court about the terms of remuneration for their work and the reimbursement for work-related expenses. Where the court accepts the terms and amount of remuneration for work and reimbursement for expenses incurred, the court shall, without prior notification to the parties, determine the sum, which may not be less than 70 per cent of the amount of remuneration for work and reimbursement for expenses indicated by the experts. The claimant must pay the said sum into a special account of the court.


2. Where the claimant fails to pay the sum indicated by the court into a special account of the court, the court shall not proceed with the application. In such cases, other parties to the case shall have the right to the reimbursement of court expenses incurred by them.


3. Where the court does not accept the terms of remuneration for experts’ work and reimbursement of expenses proposed by the experts, it shall appoint new experts after hearing the opinions of the parties.


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Article 2.130. Experts’ reports and dissemination of recommendations


1. Upon receipt of the experts’ report and recommendations, the court must notify the parties and their representatives thereof and send the copies of the experts’ report and recommendations to each party and their representatives as well as convene a court sitting to discuss the said report and recommendations.


2. Experts’ report and recommendations must be sent to respective state institutions which, consistent with the law, exercise the supervision of activities of a legal person.


3. Persons other than those referred to in this Article may have access to the experts’ report and recommendations only upon judicial authorisation.


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Article 2.131. Measures applied by the court


1. Where the experts’ report indicates that the activities of a legal person (management bodies of a legal person or their members) are inappropriate and the court approves the said conclusion, the court may, upon hearing the opinions of the parties and state institutions referred to in Article 2.130 of this Code, apply one of the following measures:


1) repeal the decisions taken by the bodies of the legal person;


2) temporarily suspend the powers of members of the legal person’s management bodies or remove a person from the legal person’s management bodies;


3) appoint provisional members of the legal person’s management bodies;


4) authorise non-implementation of certain provisions of incorporation documents;


5) impose the amendment of certain provisions of incorporation documents;


6) temporarily transfer the voting right of a member of the legal person’s body to another person;


7) oblige the legal person to take certain actions or refrain from them;


8) liquidate the legal person and appoint a liquidator.


2. Upon the appointment of a member of the management body, the court may determine his remuneration.


3. A decision to liquidate a legal person may not be taken where such decision is contrary to the interests of other participants or employees of the legal person or contravenes the public interest. A decision to revoke decisions of the legal person’s bodies may not be taken where the limitation period for bringing an action provided for by this Code or other laws has expired.


