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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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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.


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


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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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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.


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


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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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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.


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


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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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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.


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


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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.

 


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


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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.

 


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


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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.

 


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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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.


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


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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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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.


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


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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.


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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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.


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


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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.

 


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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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.


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

 


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.


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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.

 


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.

 


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.

 


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.


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.

 


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.


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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.

 


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.


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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.


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;


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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.


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.


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.


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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). 


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.

 


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:


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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;


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


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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.


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.


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


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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.


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


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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.


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.


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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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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.

 


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.


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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.


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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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.


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


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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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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.


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


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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:


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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.


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


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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.


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.


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.

 

 


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.

 


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.

 


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.


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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.


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.


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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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.


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


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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.


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.

 


CHAPTER X

INVESTIGATION INTO THE ACTIVITIES OF A LEGAL PERSON


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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.

 


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.


4. The court must immediately notify the Register of Legal Entities about the decision adopted and its entry into force. In this case, paragraph 5 of Article 2.66 of this Code shall not apply.

 


PART III

AGENCY


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PART III

AGENCY

 


CHAPTER XI

GENERAL PROVISIONS

 


Article 2.132. Conclusion of transactions through agents


1. Persons shall enjoy the right to enter into transactions through agents, except for those transactions which, due to their nature, may be entered into only personally, as well as other transactions provided for by law.


2. Agency shall be possible on the basis of a transaction, law, court judgment or administrative act.


3. Natural persons legally capable in the relevant area as well as legal persons may act as agents.

 


4. Persons who act in their own name although in the interest of another person shall not be deemed to be agents (sales intermediaries, etc.).


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1. A transaction concluded by one person (agent) in another person’s (principal’s) name, disclosing the fact of agency and without exceeding the rights conferred, shall directly create, modify and abolish the civil rights and obligations of a principal.


2. The rights of an agent may also arise from the circumstances under which an agent acts (salesperson in retail trade, cashier, etc.). Where the behaviour of a person gives reasonable grounds for third persons to assume that he has appointed another person to act as his agent, transactions concluded by the said person in the principal’s name shall be binding for the principal.


3. Where, at the time of the transaction, the agent fails to inform that he acts in the name of and on behalf of the principal, the principal shall acquire the rights and assume the obligations arising from the transaction only if the other party to the transaction was in a position to understand, from the circumstances of the conclusion thereof, that the said transaction was concluded with an agent, or if the identity of the person with whom the transaction was concluded was of no importance to the said party.


4. Where the validity of a transaction concluded through an agent is challenged due to a mistake, deceit, duress or threat, the existence or non-existence of the said facts shall be established with due regard to an agent’s will.


5. Where a transaction has been concluded as per principal’s instructions, the  principal may not challenge its validity by arguing that at the time of the transaction the agent ignored certain circumstances if the principal was aware of the said circumstances or ignored them due to his own negligence.


6. Where a transaction in the name of another person is concluded by a person who has not been authorised to do so, the principal shall bear the legal consequences thereof only when the principal approves the said transaction. Where this is the case, the other party to


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thereof only when the principal approves the said transaction. Where this is the case, the other party to the transaction may request, in writing, to approve or not to approve the transaction within its established time limit, which may not be shorter than fourteen days. Where no reply has been received within the established time limit, the transaction shall be deemed not approved. The approval  of a transaction shall have a retroactive effect, i.e. it shall be deemed valid as of the day of its conclusion.


7. The other party to the transaction that concluded a transaction with a person who was not authorised to do so may withdraw from the transaction prior to the approval of the transaction by the principal, except in cases where, at the moment of its conclusion, the said party was aware or ought to have been aware of the fact that he concluded the transaction with a person who was not granted the requisite authority.


8. Where a transaction was concluded without due authorisation, the person who concluded the transaction shall be liable for his contractual obligations to the other party to the transaction, except in cases where the said party to the transaction was aware or ought to have been aware of the fact that the latter was not entitled to conclude the transaction.


9. Where an agent acted in excess of his powers, but in the manner which gave a third person reasonable grounds to believe that he was concluding a transaction with a duly authorised agent, the transaction shall be binding on the principal, except in cases where the other party to the transaction was aware or ought to have been aware that the agent was exceeding his powers.


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Article 2.134. Restriction imposed on an agent’s rights to conclude transactions


1. An agent may not conclude transactions in the principal’s name either with himself or with the person whom he represents at the given time, as well as his spouse, parents, children or other close relatives. Such transactions, upon the principal’s request, may be deemed null and void.


2. Restrictions specified in paragraph 1 of this Article shall not be imposed in the cases where other laws provide otherwise and where an agent acts as a statutory agent.


3. An agent may not conclude a transaction which the principal himself is not authorised to conclude.

 


Article 2.135. Conflict of interests


1. Where, in violation of the rights conferred, an agent enters into a transaction which runs counter to the interests of the principal, such transaction may be deemed void at the request of the principal in the cases where a third person was aware or ought to have been aware of the conflict of interests.


2. A person may not act simultaneously as an agent of both parties to the transaction. This provision, however, shall not apply in the cases where contractual obligations are performed as well as in the cases where both parties to the transaction express their will explicitly that the agent has to act in the interests of both parties.


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Article 2.136. Legal effects of a transaction concluded in another person’s name without express authorisation or in excess of authority


1. A transaction which is concluded by a person in another person’s name without express authorisation or in excess of his authority shall create, modify and abolish rights and obligations of a principal only in the case where, at a later date, the principal approves all or the part of the transaction which is in excess of his authority (paragraph 6 of Article 2.133 of this Code).


2. The principal’s approval of a transaction at a later date shall render the transaction valid as of the date of its conclusion.


3. Upon conclusion of a transaction, which is not approved by the principal, under circumstances laid down in paragraph 1 of this Article, an agent must redress the damage incurred by a third person in the cases where the said third person was not aware, nor ought to have been aware, of the said circumstances.

 


Article 2.137. Power of attorney


1. A power of attorney shall be a written document granted by a person (principal) to another person (authorised agent) to represent a principal in establishing and maintaining relations with third persons. A power of attorney may also be drawn up by means of information technology and granted by registering it in the Register of Powers of Attorney.


2. An authorised agent whose rights in the power of attorney are not clearly defined shall be entitled to perform only those actions which are necessary for the protection of the principal’s property and property interests as well as supervision of the principal’s property.


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Article 2.1371. Durable power of attorney


1. Any natural person of full age and legal capacity may issue a durable power of attorney for handling his affairs related to the exercise of his property and personal non-property rights and obligations, should he be declared legally incapable in a certain area or of limited legal capacity in a certain area in the future.


2. In his durable power of attorney, the person may:


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1) indicate persons he wishes to be appointed as his guardians or curators by the court, should he be declared legally incapable in a certain area or of limited legal capacity in a certain area;


2) indicate persons whom the court should not appoint as his guardians or curators, should he be declared legally incapable in a certain area or of limited legal capacity in a certain area;


3) express his will concerning the place of residence (placement in a guardianship or care institution);


4) designate a specific person to handle his affairs related to the exercise of his property and personal non-property rights and obligations;


5) provide other instructions.


3. Durable powers of attorney must be made in a notarial form and shall be registered in the Notarial Register and the Register of Legally Incapable Persons and Persons with Limited Legal Capacity. Notaries and consular officers of the Republic of Lithuania shall be entitled to attest durable powers of attorney. One copy of a durable power of attorney shall be handed in to the person issuing the durable power of attorney, while the other shall remain with the institution which has attested it. Information related to the issuing and the content of the durable power of attorney shall be deemed confidential until its entry into force.


4. The durable power of attorney shall enter into force upon the entry into effect of the court judgment whereby a person is declared legally incapable in a certain area or a person is declared to be of limited legal capacity in a certain area, and shall be valid for the period specified in the durable power of attorney. Unless the durable power of attorney has a specific expiration date, it shall remain valid until the revocation of the court judgment whereby a person was declared legally incapable in a certain area or a person was declared to be of limited legal capacity in a certain area.


5. Once the durable power of attorney enters into force, its provisions must be applied by all persons and institutions


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Once the durable power of attorney enters into force, its provisions must be applied by all persons and institutions performing actions related to the exercise of the property and personal non-property rights and obligations of the person who has issued the durable power of attorney, except in the cases where, due to a change in circumstances, the application of the provisions of the durable power of attorney is clearly no longer in the interest of the person who has issued it. The fact that the durable power of attorney is no longer in the interest of the person who has issued it must be established by the court. Any interested persons or institutions performing actions related to the exercise of the property and personal non-property rights and obligations of the person who has issued the durable power of attorney shall have the right to apply to court for authorisation to refrain from acting in accordance with the durable power of attorney.


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Article 2.1372. Registration of durable powers of attorney


1. Durable powers of attorney attested by notaries and consular officers of the Republic of Lithuania shall be registered in the Register of Legally Incapable Persons and Persons with Limited Legal Capacity.


2. Notaries and consular officers shall, in accordance with the procedure laid down by the Register of Legally Incapable Persons and Persons with Limited Legal Capacity, submit to the Register of Legally Incapable Persons and Persons with Limited Legal Capacity data on the issued, amended and revoked durable powers of attorney.


3. The data on the issued durable power of attorney from the Register of Legally Incapable Persons and Persons with Limited Legal Capacity shall be transmitted to the court upon its request when judging matters related to the limitation of a person’s legal capacity in a certain area or the declaration of legal incapacity of a person in a certain area.

 


Article 2.1373. Amending, supplementing and revoking of a durable power of attorney


1. A person shall have the right to amend or supplement his power of attorney at any time by issuing a new durable power of attorney. A person shall have the right to revoke his durable power of attorney at any time.


2. The durable power of attorney issued at a later time shall revoke the whole previous durable power of attorney or the part thereof which is contrary to the later durable power of attorney. 


3. A person may revoke his durable power of attorney by giving a notification of revocation to the notary or consular officer who has attested the durable power of attorney. The notification must be made in a notarial form.


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Article 2.138. Attestation of the power of attorney by a notary


1. The following powers of attorney must be attested by a notary:


1) the power of attorney to conclude transactions which require a notarial form;


2) the power of attorney to perform, on behalf of a natural person, the actions related to legal persons;


3) the power of attorney granted by a natural person to manage, use or dispose of his immovable property.


2. Powers of attorney attested by a notary shall be comparable to:


1) powers of attorney of servicemen attested by the commanders (heads) of military units, formations, military establishments and military schools;


2) powers of attorney of persons in places of imprisonment attested by the heads of the places of imprisonment;


3) powers of attorney of long voyage seamen on the ships flying the flag of Lithuania attested by the captains of the said ships.


3. Attestation of the power of attorney specified in point 2 of paragraph 1 of this Article shall not be required where it has been drawn up by a natural person by means of information technology and has been granted by registering it in the Register of Powers of Attorney and in other cases prescribed by law.


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Article 2.1381 . Register of Powers of Attorney


1. Powers of attorney attested by a notary, powers of attorney comparable to those attested by a notary, as specified in paragraph 2 of Article 2.138 of this Code and powers of attorney set out in paragraph 2 of Article 2.139 of this Code must be registered in a public Register of Powers of Attorney. In addition, the Register of Powers of Attorney may, in accordance with the procedure established by the regulations of the said Register, contain other powers of attorney, drawn up by means of information technology and granted by registering them in the Register of Powers of Attorney.


2. When registering the powers of attorney referred to in paragraph 1 of this Article, the Register of Powers of Attorney shall be provided with the data on the person who has granted the power of attorney, the agent, the person who has attested the power of attorney (except where, in the cases provided for in this Code, the power of attorney does not have to be and is not attested), the dates of attestation and expiration of the power of attorney, the content of the power of attorney and other data established by the regulations of the Register of Powers of Attorney.


3. The data controller of the Register of Powers of Attorney shall be the Ministry of the Justice, and the data processor of the Register shall be designated by the Government.


4. The data of the Register of Powers of Attorney shall be processed in accordance with the procedure established by the regulations of the Register of Powers of Attorney.


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Article 2.139. Simplified attestation of the power of attorney


1. A power of attorney given by a natural person to receive correspondence (namely, money orders and parcels), salaries, other payments related to employment relationships, pensions, benefits, and scholarships or for accessing public or administrative services may be attested by the organisation in which the natural person is employed or studies, the chairman of the association of owners of multi-apartment residential buildings, in the building belonging to which the natural person resides, the warden of the ward in the territory assigned to which the natural person resides, or the master of a seagoing ship engaged on a long-distance voyage.


2. Attestation of a power of attorney referred to in paragraph 1 of this Article shall not be required where it is drawn up by a natural person by means of information technology and is granted by registering it in the Register of Powers of Attorney.

 


Article 2.140. Power of attorney granted by a legal person


1. A power of attorney granted by a legal person shall be signed by the head thereof. A power of attorney that is drawn up by means other than information technology shall bear a seal of that legal person if the legal person is required to have it.


2. Additional requirements for a power of attorney granted by a legal person may be prescribed by law.


3. Provisions of Articles 2.176 to 2.185 of this Code shall apply to powers of attorney granted by profit-seeking (commercial) legal persons.

 


Article 2.141. Rights and obligations of a legal person conferred under the power of attorney

A legal person may be granted a power of attorney to conclude only such transactions the right of conclusion whereof has been provided for in its incorporation documents.


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Article 2.142. Term of the power of attorney


1. The term of the power of attorney may be fixed or open-ended. Where the term of the power of attorney is not indicated, the power of attorney shall be valid for one year as of the day on which it was drawn up.


2. The power of attorney, attested by a notary, to perform certain actions abroad, which does not specify its term, shall be valid until the person who granted the power of attorney revokes it.


3. The power of attorney that fails to indicate the date when it was drawn up shall be deemed invalid.

 


Article 2.143. Right to request the power of attorney and its copy

A third person with whom the principal concludes a transaction shall have the right to request an agent to produce the power of attorney granted to him and its copy, and, in the case of the power of attorney drawn up by means of information technology and granted by registering it in the Register of Powers of Attorney– the data identifying the power of attorney.

 


Article 2.144. Obligation to return the power of attorney

Upon the expiry of the term of the power of attorney or revocation thereof prior to the expiry of the term, an agent must return the power of attorney to the principal or successors to his rights, except where the power of attorney is drawn up by means of information technology and granted by registering it in the Register of Powers of Attorney.


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Article 2.145. Re-authorisation


1. An authorised agent must perform the acts that he has been authorised to perform. He may re-authorise another person to perform the said acts only in the cases where such right has been conferred upon him by the power of attorney he was granted or where he is compelled to do so by the circumstances in order to protect the interests of the principal. A re-authorised person shall enjoy the same rights and assume the same obligations as an agent in respect of the principal and the third persons.


2. The power of attorney given by re-authorisation shall be granted in the same manner and form as the power of attorney which has been granted. 


3. The term of the power of attorney given by re-authorisation may not exceed the term of the power of attorney which formed the basis for granting it.


4. A person who delegates his authority to another person must notify a principal thereof and supply the necessary data about the person who is delegated the authority. Where the authorised agent fails to discharge this obligation, he shall be liable for the actions of the person to whom he has delegated the authority as for his own actions. Where an authorised agent has been appointed under the principal’s instructions, an agent shall not be liable for the authorised agent’s actions, except in the cases where the agent was aware of the fact that the person who was appointed as an authorised agent was dishonest and unreliable but failed to notify the principal thereof.


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Article 2.146. Right to revoke the power of attorney and re-authorisation and the right to waive them


1. A principal shall have the right to revoke, at any time, the power of attorney, whereas an authorised agent – to waive it. Both a principal and an authorised agent may, at any time, revoke re-authorisation. The person who has been given the power of attorney by re-authorisation may, in his turn, waive it at any time. Where the power of attorney has been registered in the Register of Powers of Attorney, a request by a principal or an authorised agent for the termination of the power of attorney or re-authorisation may be made by means of information technology by registering the termination of the power of attorney or re-authorisation in the Register of Powers of Attorney in the manner provided for in the regulations of that Register.


2. Laws or an agreement between the parties may provide for the cases in which an irrevocable power of attorney is granted.


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Article 2.147. Expiry of the power of attorney


1. A power of attorney shall expire:


1) upon the expiry of the term of the power of attorney;


2) upon the revocation of the power of attorney by a principal;


3) upon the waiver of the power of attorney by an authorised agent;


4) upon the termination of the legal person which has granted the power of attorney;


5) upon the termination of the legal person to which the power of attorney has been granted, or upon the institution of bankruptcy proceedings against the said legal person;


6) upon the death of the natural person who has granted the power of attorney, or upon the declaration of the natural person legally incapable or of limited legal capacity in the area in which the power of attorney has been granted, or upon the declaration of that natural person missing;


7) upon the death of the natural person to whom the power of attorney has been granted or upon the declaration of the natural person legally incapable or of limited legal capacity in the area in which the power of attorney has been granted, or upon the declaration of that natural person missing.

 


2. The data about the expiry of the term of the power of attorney must be submitted to the data processor of the Register of Powers of Attorney.


3. Upon the expiry of the term of the power of attorney, power of re-authorisation shall likewise cease to have effect.


4. The expiry of agency may not be used against third persons acting in good faith, except in cases where the said persons were aware of the fact of expiry of agency or ought to have become aware of it but failed to do so due to their own negligence.


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Article 2.148. Obligation of a principal to notify about the expiry of the power of attorney


1. A principal must notify an authorised agent and the third persons known to the authorised agent, for whom the power of attorney has been granted for the purpose of establishing and maintaining relations, about the revocation of the power of attorney specified in point 2 of paragraph 1 of Article 2.147 of this Code. Where the power of attorney expires on the basis of provisions laid down in points 4 and 6 of paragraph 1 of Article 2.147 of this Code, successors to the rights of the principal shall have the same obligation.


2. Rights and obligations of a principal and successors to his rights, arising as a result of the authorised agent’s actions prior to the date on which the said agent became aware or ought to have become aware of the expiry of the power of attorney, shall remain valid for the third persons. This provision shall not apply if the third person was aware or ought to have been aware of the expiry of the power of attorney.


3. Upon the expiry of the power attorney, an authorised agent or successors to his rights must forthwith return the power of attorney to the principal or successors to his rights, except where the power of attorney has been drawn up by means of information technology and has been granted by registering it in the Register of Powers of Attorney.

 


Article 2.149. Subsidiary application of provisions regulating agency

Provisions regulating agency respectively shall apply in the cases where a person whose affairs have been handled by another person without due authorisation approves the actions of the said person at a later date.

 


Article 2.150. Obligation of an agent to report

An agent must present a report to a principal about his activities and account to the principal for everything he has received in the performance of the mandate.


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Article 2.151. Obligation of a principal to reimburse the expenses and offer remuneration


1. A principal must reimburse the expenses incurred by the agent related to the performance of the mandate unless otherwise provided by the contract or laws.


2. A principal must offer remuneration to the agent for his work, with the exception of the cases where laws or the contract provide for a free of charge agency.

 


CHAPTER XII

COMMERCIAL AGENCY

 


SECTION ONE

COMMERCIAL AGENT

 


Article 2.152. Concept of a commercial agent


1. A commercial agent shall be an independent person whose main economic activity is to act, on a regular basis, for remuneration, as intermediary for a principal in conclusion of contracts or conclusion of contracts in the name of and at the expense of the principal. Bodies of a legal person and persons having the rights and duties of a body of the legal person, as well as partners acting in accordance with the agreement on joint activities (partnership) shall not be regarded as commercial agents.


2. A principal and an agent may, in a mutual contract, establish only such conditions restricting competition which are not prohibited by the provisions of competition law.


3. The contract may provide for an exemption, which grants a commercial agent an exclusive right to conclude contracts in the principal’s name in a certain territory or with a certain group of consumers, where such exemption does not violate the provisions of paragraph 2 of this Article.

 


Article 2.153. Preconditions for the activities of a commercial agent

Prior to commencing his activities, a commercial agent must insure his civil liability against possible damage which, as a result of his activities, may be incurred by the principal or the third persons.


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Article 2.154. Establishment of the rights and obligations of a commercial agent


1. The rights and obligations of a commercial agent may be established in writing or orally.


2. At the request of a commercial agent or a principal, their contract must be concluded in writing. Waiver of the right to conclude the contract in writing shall be null and void.


3. Only upon conclusion of a contract in writing, the following conditions shall be valid and shall establish:


1) restrictions on the civil liability of an agent or a principal or complete exemption from civil liability;


2) prohibition of competition after the contract has been terminated;


3) conditions for the termination of a contract;


4) exclusive rights of a commercial agent;


5) dependence of a commercial agent’s right to remuneration on the performance of the contract.

 


Article 2.155. Term of validity of a contract


1. A contract between a commercial agent and a principal may be concluded for a fixed term or for an indefinite term.


2. Where a contract has been concluded for a fixed term and where, upon the expiry of the given term, the parties continue to exercise their rights and discharge their obligations, the contract shall be considered renewed for an indefinite term under the same conditions.


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Article 2.156. Obligations of a commercial agent

A commercial agent must:


1) carry out in good faith and with due care all assignments and reasonable instructions given by a principal, be loyal to the principal and act solely in the principal’s interests;


2) notify, on a regular basis, the principal about contracts which are being or have been concluded, and supply other important information related to his own and the principal’s business;


3) protect the commercial secrets of the principal, both during the term of validity of a contract and upon its expiry;


4) avoid competition with the principal, where such condition has been set in the contract;


5) compensate for the losses incurred by the principal;


6) upon the expiry of a contract, return to the principal all documents, property and other things which were handed over by the principal.

 


Article 2.157. Obligations of a principal

A principal must:


1) supply the commercial agent with the relevant documents and information (price lists, samples of commodities, advertising materials, standard terms and conditions of contracts, etc.);


2) notify, without delay, the commercial agent about his consent or refusal to enter into a specific contract or perform it, as well as about alterations of or supplements to the contractual terms and conditions;


3) notify, without delay, the commercial agent about the approval or refusal to approve the contract which the commercial agent concluded without due authority;


4) pay the commercial agent the remuneration provided for in the contract;


5) supply the commercial agent with information required for the performance of the agency contract, in particular, inform him of the fact that there are far fewer commercial transactions than the commercial agent might expect.


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Article 2.158. Remuneration of a commercial agent


1. A principal shall remunerate a commercial agent for every successfully concluded transaction as provided for in the agency contract. The commercial agent shall also be entitled to remuneration where a transaction has been concluded by the principal himself but owing to the activities of the commercial agent, even in the event that the transaction has been concluded after the expiry of the agency relationship.


2. A contract may provide that the commercial agent’s remuneration is dependent on how successfully the principal’s instructions have been carried out or that the commercial agent is offered remuneration only in the cases where the third person has performed the contract. A commercial agent shall also be offered remuneration for the sums of money recovered from third persons for the benefit of the principal.


3. Where a commercial agent gives a guarantee to the principal that the other party to a particular transaction will perform the transaction properly, the commercial agent shall be entitled to an additional remuneration (del credere). Agreement of the parties to abolish the given right of a commercial agent shall be null and void. The right to additional remuneration (del credere) shall arise upon the proper performance of the contract.


4. Where remuneration of a commercial agent is not provided for in the contract, he must be offered the remuneration which is paid to commercial agents employed in the sphere of the said commercial agent’s activities, and for the goods which are provided for in the agency contract, whereas in the absence of such practice, the commercial agent shall be entitled to a reasonable remuneration, determined by taking into consideration all peculiarities of the transaction.


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Article 2.159. Determination of the amount of remuneration of a commercial agent


1. The amount of remuneration shall be specified in the contract between a commercial agent and a principal, either as a specific sum of money or as a percentage of the transaction value or the amount recovered.


2. A commercial agent must also be reimbursed for any additional expenses incurred by him if the other party to the transaction failed to cover them  (transportation of goods, warehousing, storage and packaging expenses, customs duties paid, as well as other dues and fees, etc.) and these expenses are not included into the expenses of the commercial agent’s independent activities.


3. Where the remuneration of a commercial agent is expressed in a specific amount, Article 2.160 of this Code shall apply inasmuch as it does not contradict the essence of the agreement on the commercial agent’s remuneration expressed in a specific amount.


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1. A commercial agent shall acquire the right to remuneration as of the moment of conclusion of a transaction on condition that the principal has performed the transaction or should have performed the transaction in accordance with the contract concluded with the third party, or the third party has performed the transaction, but, in all cases, at the latest when the third party has performed its part of the contract, or would have done so if the principal had performed his part of the contract.


2. Where a contract provides that the remuneration to a commercial agent is paid only after a third person has performed a contract, the commercial agent shall be entitled to an advance payment. An advance payment may not be less than 40 per cent of the remuneration and must be paid no later than on the last day of the month following the month in which the contract is concluded, except as otherwise provided in the contract.


3. Where it is obvious that the third person will fail to perform a contract, a  commercial agent shall forfeit the right to request remuneration. Where the remuneration has already been paid or an advance payment has been made, the principal shall have the right to recover the sums paid from the commercial agent. The given provision shall not apply where the principal is at fault for failure to enforce the contract.


4. A principal must remunerate a commercial agent on a monthly basis and no later than on the last day of the month following the accounting period. The parties may, by written agreement, extend the term of payment, but no longer than for three months from the last day of the accounting period.


5. Every month, or at least every three months where agreed in writing, a principal must submit to a commercial agent the accounting documents, the data of which serves as the basis for calculation and payment of remuneration, as well as inform a commercial agent about any circumstances leading to a refusal to pay the commercial agent’s


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as inform a commercial agent about any circumstances leading to a refusal to pay the commercial agent’s remuneration or to a reduction in the remuneration.


6. In the event of a dispute related to the payment of remuneration, a commercial agent shall have the right to request an audit to determine the accuracy of remuneration and payments. Waiver of the right to audit shall be null and void. Where a principal refuses to allow an audit to be carried out or in the event of disagreement about the auditor, the commercial agent shall have the right to file a request with the court for the mandatory appointment of an audit.


7. Claims for recovery of a commercial agent’s remuneration shall be subject to a three-year limitation period.


8. Where a commercial agent has been granted an exclusive right to conclude contracts in a certain territory or with certain consumers, a commercial agent shall be entitled to payment by commission, which is calculated by taking into account the transactions concluded within the period of validity of the agency contract with the persons from the said territory or the said consumers.


9. A commercial agent shall also be entitled to payment by commission in the cases where the order of the third party has reached the principal prior to the expiry of the agency contract or within a reasonable period of time after the expiry of the agency contract and the transaction is related to the agency contract.


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10. Where a commercial agent is paid by commission after the expiry of the contract, a new agent shall not be entitled to payment by commission, except in the cases where it is equitable in the circumstances to split the commission between the agents.


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Article 2.161. Right of retention


1. A commercial agent shall have the right to retain the principal’s things which are in his possession and the documents confirming the rights to them until the principal pays the remuneration to the commercial agent.


2. Waiver of the right to retention shall be null and void.

 


Article 2.162. Rights of a commercial agent


1. A commercial agent shall have the right to perform, in the name of the principal, any actions necessary for the proper execution of the principal’s instruction, without the principal’s special authority. A commercial agent shall have the right to alter provisions of the contract and accept the performance of the contract only in the cases where the given right has been specifically provided for in the agency contract or in a separate power of attorney.


2. Even though a commercial agent is not vested with authority to conclude contracts, he shall be vested with authority to receive claims related to the quantity and quality of goods as well as other statements from third persons in connection with the performance of the contract, and to exercise, in the principal’s name, the latter’s rights in relation to preserving evidence.

 


Article 2.163. Liability for obligations arising under contracts concluded by a commercial agent


1. Where a commercial agent, acting in the principal’s name, concludes a contract without authority to do so and where the other party to the transaction did not know and could not have known about it, the principal shall be considered to have approved the contract if he, upon notification about the said contract by the commercial agent or the third person, has failed to inform, without delay, the third person of his disapproval thereof.


2. The provision of paragraph 1 of this Article shall also apply in the cases where a commercial agent acts outside his authority.


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Article 2.164. Prohibition of competition


1. A commercial agent and a principal may provide in the contract that upon expiry of the contract the commercial agent will not compete with the principal for a maximum of two years. Such a contractual term must be expressed in writing.


2. The restriction of competition may be limited only to a certain territory or certain kinds of goods and services or to a group of customers and a territory, which were entrusted to the commercial agent.


3. A principal shall enjoy the right to unilaterally waive, in writing, the prohibition of competition before the expiry of a contract.


4. Where a contract provides for the prohibition of competition, a commercial agent shall enjoy the right to compensation for the entire period of prohibition of competition. The amount of compensation shall be determined by agreement between the parties. The amount of compensation may be expressed by the sum of annual remuneration of the commercial agent.


5. Where the contract has been terminated through the commercial agent’s fault, the commercial agent shall forfeit the right to compensation provided for in paragraph 4 of this Article.


6. A principal shall forfeit the right to refer to the contractual clause on the prohibition of competition where:


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1) a principal has terminated the contract without the consent of a commercial agent whereby violating the term of prior notification about the termination of the contract, or has failed to notify the commercial agent without delay about important reasons for the termination thereof;


2) a commercial agent has terminated the contract for important reasons for which the principal is held liable and has notified the principal about those reasons without delay;


3) the contract between a principal and a commercial agent has been terminated by a court judgment for reasons for which the principal is held liable.


7. The court shall have authority, upon a commercial agent’s request, to declare full or partial invalidity of the contractual clause on the prohibition of competition where, taking into consideration the commercial agent’s legitimate interests, the said clause causes him serious damage.


8. Agreements which are in conflict with the provisions of this Article and aggravate the situation of the commercial agent shall be null and void.


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Article 2.165. Termination of a contract concluded for an indefinite period


1. An agency contract concluded for an indefinite period may be terminated on the initiative of either party, provided that prior notice of the termination of the contract is given to the other party within the following time limits:


1) a one month’s notice, where the contract was valid for no more than one year;


2) a two months’ notice, where the contract was valid for no more than two years;


3) a three months’ notice, where the contract was valid for no more than three years;


4) a four months’ notice, where the contract was valid for more than three years.


2. The parties may not establish shorter time limits for notification by agreement but may establish longer time limits for notification; in all cases, however, the same time limits for notification shall apply to both parties. The notification must be made by the end of a calendar month.


3. The party who has terminated a contract without the other party’s consent and has violated the time limits for prior notification must compensate the other party for the losses incurred by its actions, except in the cases where the contract has been terminated for compelling reasons, of which the other party has been notified without delay.


4. Unless otherwise agreed upon by the parties, the last day of notification and the day of termination of a contract must coincide with the end of a calendar month.


5. Where the term of an agency contract has expired and the fixed period contract has become a contract for an indefinite period, the time limits for notification laid down in paragraph 1 of this Article, which include the term of validity of a fixed period contract, shall apply to its termination.


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Article 2.166. Termination of a fixed-term contract


1. Each party shall have the right to terminate a fixed-term contract before the expiry of its term where there are compelling reasons for doing so. Waiver of the given right shall be null and void.


2. Where the contract is terminated for reasons for which the other party is responsible, the latter must compensate for the losses caused by the termination of the contract.


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Article 2.167. Right to compensation and damages


1. Upon the expiry of a contract between a commercial agent and a principal, the commercial agent shall be entitled to compensation under paragraph 2 of this Article unless the parties have agreed that, upon the expiration of the contract, the commercial agent shall be entitled to damages under paragraph 6 of this Article. Waiver of the right to compensation or damages shall be null and void.


2. A commercial agent shall be entitled to compensation where:


1) upon the termination of the contract, the principal benefits substantially from business relationships with clients who have been found by the commercial agent or with whom, because of the commercial agent, the volume of the principal’s business has increased significantly; and


2) taking into consideration all circumstances, the payment of compensation would be in line with the principle of justice.


3. The maximum amount of compensation shall be the average annual amount of a commercial agent’s remuneration, calculated for the entire term of validity of the contract where the contract was valid for no more than five years. Where the contract was valid more than five years, the average annual amount of remuneration for the last five years shall be calculated. Payment of compensation shall not abolish the right of the commercial agent to claim damages for the breach of the contract.


4. A commercial agent shall be divested of the right to compensation where, during the period of one year after the expiration of the contract, he fails to inform the principal about his intention to exercise such right.


5. A commercial agent shall not be entitled to compensation where:


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1) the contract has been terminated on the commercial agent’s initiative, except in the cases where the commercial agent terminates the contract due to the unlawful actions of the principal or due to his illness, age or disability which prevent him from discharging his obligations properly;


2) the contract has been terminated on the principal’s initiative due to the fault of the commercial agent;


3) the commercial agent, with the principal’s consent, transfers his rights and obligations stipulated in the agency contract to another person.


6. A commercial agent shall have the right to claim damages for the termination of the contract with the principal, in particular where the commercial agent loses the commission which he would have received as a result of the proper performance of an agency contract and the principal derives substantial benefit from the commercial agent’s activities, and/or where the principal fails to reimburse the expenses incurred by the commercial agent in the course of carrying out the instructions of the principal. In the event of damages being awarded, paragraphs 4 and 5 of this Article shall apply.


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Article 2.168. Exemptions

Laws may provide for exemptions to the provisions of this Section where they are deemed necessary due to the specific character of commercial agent’s activities in different fields of business.

 


SECTION TWO

PECULIARITIES OF COMMERCIAL AGENCY IN CONCLUSION AND EXECUTION OF INTERNATIONAL CONTRACTS FOR THE SALE OF GOODS

 


Article 2.169. Scope


1. Provisions of this Section shall apply only in the cases where both of the following conditions are met:


1) an international contract for the sale of goods is concluded and executed;


2) the principal and the third person reside in different states.


2. Provisions of this Section shall apply only to the relationship between a principal and a commercial agent, on the one hand, and the third person, on the other.


3. Provisions of this Section shall not apply to:


1) shares or other securities traded on the stock exchange;


2) commodities sold by auction;


3) activities of statutory representatives as well as activities of representatives appointed by a decision of the court or an administrative institution.


4. For the purposes of this Section, the management bodies or employees of a legal person shall not be deemed to be agents if they act act without overstepping the authority prescribed by law or the incorporation documents of the legal person.


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Article 2.170. Rights and obligations of an agent


1. The rights and obligations of an agent may be express or implied in specific circumstances.


2. An agent shall be vested with authority to perform any acts which, under specific circumstance, are necessary to carry out properly the instructions of the principal.


3. The rights and obligations of an agent may be expressed in any form and any means of proof may be used to prove their content.


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Article 2.171. Validity of transactions concluded by an agent


1. Where an agent acts in the name and on behalf of a principal without overstepping his authority and where the third person knew or ought to have known that he was concluding the contract with an agent, the principal shall acquire the rights and assume the obligations arising under the contract.


2. A contract concluded by an agent shall create rights and obligations for the agent and not for the principal where:


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1) the third person did not know nor ought to have known that the contract was being concluded with an agent (undisclosed agency);


2) specific circumstances (e.g. a reference to the contract) confirm that the agent intended to acquire rights and obligations for himself and not for the principal.


3. Notwithstanding the circumstances laid down in paragraph 2 of this Article, the principal may exercise the rights acquired by the agent in relation to the third person where the agent fails to discharge his obligations to the principal, taking into consideration the right of the third person to use remedies against the agent. Where the agent fails to discharge his obligations to the third person, the said person shall have the right to exercise his rights in relation to the principal, acquired against the agent, taking into consideration the right of the agent to use remedies against the third person as well as the right of the principal to use remedies against the agent.


4. The rights provided for in paragraph 3 of this Article may be exercised if the principal, the agent and the third person have been respectively notified thereof. Upon receipt of the said notification, the third person or the principal may not waive the obligations linking them to the agent.


5. Where an agent fails to discharge his obligations to the third person through a principal’s fault, the agent must reveal the principal’s name to the third person.


6. Where the third person fails to discharge his obligations to the agent, the agent must reveal the third person’s name to the principal.


7. A principal may not exercise the rights acquired by the agent in relation to the third person where the third person proves that he would not have concluded the contract if he had known who the principal was.


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Article 2.172. Conclusion and execution of a contract without due authority or outside one’s authority


1. Where a person acts without due authority or outside his authority, his actions shall have no legal effects for the principal. In such cases, the rights and obligations of the said person and the third person shall arise.


2. Provisions of paragraph 1 of this Article shall not apply in cases where the conduct of the principal has given reasonable grounds for the third person  to believe in good faith that the agent had due authority and was acting within it.


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Article 2.173. Approval of an agent’s actions


1. A principal shall have the right to approve the actions taken by the person who was not authorised to do so or acted outside his authority. Approval may be granted in any form. In addition, approval may be implied in a principal’s behaviour. Approval shall enter into force as of the moment of its receipt by the third person. Approval may not be revoked once it has entered into force.


2. Where, at the moment of entering into the transaction, the third person did not know and could not have known that the agent was not vested with authority or acted outside it, the third person shall not be liable to the principal if, prior to the approval of the agent’s actions, he notifies the principal that the transaction is not binding on him even after it has been approved. Where the principal approves the actions of the agent but fails to do so within a reasonable time limit, the third person may withdraw from the transaction upon immediate notification thereof to the principal.


3. Where, at the time of entering into a transaction, the third person knew or ought to have known that the agent was not vested with authority or acted outside it, the third person may not withdraw from the transaction, either prior to the approval of the agent’s actions or thereafter.


4. The third person may, in all cases, refuse to accept only a partial approval of the agent’s actions.


5. Where the agent has performed actions in the interests of a future legal person prior to the incorporation of the legal person, such actions may be approved only in the cases prescribed by law.


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Article 2.174. Legal consequences of a failure to approve an agent’s actions


1. Where a person has acted without due authority or outside his authority and the principal has refused to approve his actions, the person must compensate the third person for such losses as would enable the third person to be restored to the position in which he would have been if the agent had possessed the due authority or had acted without overstepping his authority.


2. A person shall not be liable to the third person where the third person knew or ought to have known that the person was not vested with authority or acted outside it.

 


Article 2.175. Termination of an agent’s authority


1. Authority of an agent shall be terminated:


1) upon agreement between the principal and the agent;


2) upon conclusion of the transaction or performance of any other action for which the authority was granted;


3) where a principal divests the agent of the rights he was granted;


4) where the agent waives the rights he was granted;


5) in other cases provided for by this Code.


2. Termination of an agent’s authority shall not affect the authority of the third person, except in the cases where the third person knew or ought to have known about the termination of the agent’s authority, or about the circumstances which formed the basis for the termination thereof.


3. Notwithstanding the termination of an agent’s authority, the agent shall have the right to perform, in the interests of the principal or the principal’s successors, such actions as are necessary to avoid damage to the interests of the principal or the principal’s successors.

 


SECTION THREE

PROCURACY


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SECTION THREE

PROCURACY

 


Article 2.176. Concept of procuracy


1. Procuracy shall be a power of attorney which a legal person (trader) grants to his employee or other person to perform, in the name of and on behalf of a principal, all legal acts relating to the business of the legal person (trader).


2. In addition, procuracy shall grant the right to perform, in the name of and on behalf of the principal, legal acts in the court or other non-judicial institutions.


3. A person who is issued procuracy shall be a procurator.

 


Article 2.177. Issuance of procuracy


1. Procuracy shall be issued by a respective management body of a legal person or the owner of a legal person or a person authorised by him in accordance with the procedure established in the incorporation documents of the legal person.


2. Procuracy may be issued to several persons (joint procuracy). In such a case, all procurators must act together.

 


Article 2.178. Form of procuracy


1. Procuracy must be issued in writing and signed by a person vested with authority to issue procuracy.


2. Procuracy must be registered in accordance with the procedure prescribed by law.


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Article 2.179. Rights of a procurator


1. A procurator shall not have the right to perform and he may not be authorised to perform the following acts:


1) to transfer an immovable thing (enterprise) of the principal or  encumber the rights to it;


2) to sign the balance sheet and tax return of the principal;


3) to institute bankruptcy proceedings of the principal;


4) to issue procuracy;


5) to accept interest holders into an enterprise;


2. A procurator shall not have the right to delegate his authority to another person.

 


Article 2.180. Restrictions on procuracy


1. Procuracy may be restricted. Procuracy may be restricted to a branch office of a legal person, respective fields and types of a legal person’s activities, certain circumstances, time or territory.


2. Restrictions on procuracy specified in paragraph 1 of this Article shall have no effect on the third persons.

 


Article 2.181. Entering into force of procuracy


1. Procuracy establishing the relationship between a principal and a procurator shall enter into force as of the moment of its issuance.


2. Procuracy establishing the relationship between a procurator and the third persons shall enter into force as of the moment of its registration in accordance with the procedure prescribed by law.

 


Article 2.182. Signature of a procurator

When signing documents in a principal’s name, a procurator must indicate that he is acting as a procurator, i.e. to include the word “procurator” or its abbreviation “pp”.


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Article 2.183. Liability of a procurator

A procurator shall be liable to a principal and the third persons in the same manner as a commercial agent.

 


Article 2.184. Termination of procuracy


1. Procuracy shall be terminated when:


1) a principal revokes it;


2) a procurator waives it;


3) a principal has been instituted bankruptcy proceedings;


4) a legal person which has issued the procuracy is liquidated or reorganised;


5) a procurator is dead, or has been declared legally incapable in the area in which procuracy has been issued, or declared to be of limited legal capacity in the area in which procuracy has been issued, or has been declared an absentee.


2. Procuracy shall be terminated upon its removal from the Register of Powers of Attorney, with the exception of the cases laid down in points 4 and 5 of paragraph 1 of this Article.

 


Article 2.185. Acts performed without procuracy


1. A principal may instruct his employees to perform acts which are routine and customary in a certain field of business without issuance of procuracy. In such cases, provisions of this Code regulating procuracy shall apply by analogy.


2. It shall be presumed that employees working in a shop or a warehouse have the right to sell, issue or receive goods, as well as to accept claims concerning the quantity and quality of goods, without a special authorisation.


3. When signing documents in the name of a principal, the employees specified in this Article must indicate their capacity, name, family name and authority.


 


BOOK THREE

FAMILY LAW

 


PART I

GENERAL PROVISIONS

 


CHAPTER I

FAMILY LAWS


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CHAPTER I

FAMILY LAWS

 


Article 3.1. Relationships governed by Book Three of the Civil Code of the Republic of Lithuania


1. The provisions of Book Three of the Civil Code of the Republic of Lithuania shall define the general principles of the legal regulation of family relationships and govern the grounds and procedures for entering into marriage, validity and dissolution of marriage, property and non-property personal rights of spouses, filiation, mutual rights and responsibilities between children, parents as well as other family members, the basic provisions on adoption, guardianship, curatorship and on the procedures of registering acts of civil status.


2. The provisions of other Books of the Civil Code, as well as the provisions of other civil laws, shall apply to family relationships to the extent that they are not regulated by the provisions of this Book.

 


Article 3.2. Sources of family law


1. Family relationships shall be governed by the Constitution, the Civil Code and other laws of the Republic of Lithuania as well as by the international treaties of the Republic of Lithuania.


2. The Government of the Republic of Lithuania or other state institutions may adopt legal acts on family law matters only in the cases and to the extent provided for by this Code or other laws.


3. Customs shall apply to family relationships only in cases provided for by law. Where there is a contradiction between the law and the custom, the law shall prevail.


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Article 3.3. Principles of the legal regulation of family relationships


1. In the Republic of Lithuania, the legal regulation of family relationships shall be based on the principles of monogamy, voluntary marriage, equality of spouses, priority of protecting and safeguarding the rights and interests of children, upbringing of children in the family, mutual complementarity of motherhood and fatherhood, comprehensive protection of motherhood and other principles of the legal regulation of civil relationships.


2. Family laws and their application must ensure the strengthening of the family and its significance in society, mutual responsibility of family members for the preservation of the family and upbringing of children, the possibility for all family members to properly exercise their rights and protect minors from the undue influence of other family members or other persons and any other factors.

 


Article 3.4. Analogy of statute or law


1. Where family relationships are not governed by this Book or other Books of the Civil Code, they shall be governed by the provisions of other civil laws applicable to similar legal relations. The application by analogy of special legal provisions stipulating derogations from the general rules shall be prohibited.


2. Where it is not possible to apply statute by analogy and also where the resolution of the matter is left to judicial discretion, the rights and duties of the subjects of family relationships shall be determined on the basis of the principle of justice, good faith, reasonableness and other general principles of law.


3. Where there are no mandatory rules of law, also in the cases provided for by this Code and other laws, the subjects of family relationships may determine their rights and duties by mutual agreement in accordance with the principles established in paragraph 2 of this Article and Article 3.3 of this Code.


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Article 3.5. Implementation and protection of family rights


1. Persons shall be free to implement and exercise their family rights at their own discretion, including the right to the protection of family rights. A waiver from a family right or its implementation shall not abolish the right, except in cases provided for by law.


2. In exercising family rights and performing family duties, persons must comply with the law, respect the rules of community life, observe the principles of good morals and act in good faith.


3. It shall be prohibited to abuse family rights, i. e. it shall be prohibited to exercise them in such a way and by such means which would violate or restrict other persons’ rights or interests protected by law, or would inflict harm on other persons. If a person abuses a family right, the court may refuse to protect it.


4. Family rights shall be protected by the court, institutions of guardianship and curatorship as well as other governmental or non-governmental bodies in the ways provided for by this Code. Courts and other institutions must seek that the parties to a dispute resolve their dispute peacefully by mutual agreement and must assist the parties in every possible way to reach such an agreement.

 


Article 3.6. Limitation period


1. Claims arising from legal family relationships shall be subject to statutory limitations, except for the exemptions provided for in this Book.


2. The procedure for the calculation, suspension, termination or restoration of limitation periods shall be stipulated in the rules of Book One of this Code unless this Book provides for different rules.

 


PART II

MARRIAGE

 


CHAPTER II

FORMATION OF MARRIAGE

 


SECTION ONE

AGREEMENT TO MARRY AND ITS LEGAL CONSEQUENCES


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Article 3.7. Concept of marriage


1. Marriage shall be a voluntary agreement between a man and a woman to establish a legal family relationship executed in accordance with the procedure provided for by law.


2. A man and a woman who have registered their marriage in accordance with the procedure provided for by law shall be deemed to be spouses.

 


Article 3.8. Agreement to marry (engagement)


1. An agreement to marry shall not be binding and may not be enforced by coercion, although it may give rise to legal consequences set out in Articles 3.9 to 3.11 of this Code.


2. An agreement to marry may be expressed orally or in writing.


3. An application for the registration of marriage filed in accordance with the procedure laid down in the law regulating the registration of acts of civil status shall be deemed to be a public agreement to marry.

 


Article 3.9. Return of gifts


1. Where the engagement is terminated, both parties to the public agreement to marry shall have the right to demand that the other party return everything he or she has received from the other party as a gift in consideration of the intended marriage, except where the value of the gift is under three hundred euros or where the party who had received a gift died before the registration of the marriage and the marriage has not been contracted due to the death of one of the parties.


2. Claims for the return of gifts shall be governed by the rules of Book Six of this Code regulating the relations pertaining to unjust enrichment or acquisition of assets not due.


3. An action for the return of a gift may be brought within a limitation period of one year from the date of the refusal to enter into marriage.


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Article 3.10. Compensation for damages


1. The party to the agreement to marry that has refused to contract the marriage without sufficient reason must compensate the other party for the losses incurred as a result of the failure to adhere to the agreement to marry.


2. The damages shall include the actual expenses of the party in preparation to marry and the actual expenses incurred in the discharge of the obligations related to the intended marriage.


3. Where a party refuses to marry due to substantive reasons that have emerged through the fault of the other party, the party at fault must pay damages in accordance with the provisions of paragraphs 1 and 2 of this Article.


4. Claims for damages shall be subject to a limitation period of one year from the date of the refusal to enter into marriage.

 


Article 3.11. Compensation for non-pecuniary damage


1. Where the parties made a public agreement to marry, the party entitled to damages under Article 3.10 of this Code may also claim compensation for non-pecuniary damage.


2. An action for compensation of non-pecuniary damage may be brought within a limitation period of one year from the date of the refusal to enter into marriage.

 


SECTION TWO

CONDITIONS FOR CONTRACTING A MARRIAGE

 


Article 3.12. Prohibition of same-sex marriage

Marriage may be contracted only with a person of the opposite sex.

 


Article 3.13. Voluntary nature of marriage


1. Marriage shall be contracted by a man and a woman of their own free will.


2. Any threat, coercion, deceit or other lack of free will shall provide a basis for declaring the marriage null and void.


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Article 3.14. Legal age of consent to marriage


1. Marriage may be contracted by persons who by or on the date of contracting a marriage have attained the age of eighteen.


2. At the request of a person who intends to marry before the age of eighteen, the court may, in a summary procedure, reduce for him/her the legal age of consent to marriage, but by no more than two years.


3. In the case of pregnancy, the court may allow the person to marry before the age of sixteen.


4. While deciding on the reduction of a person’s legal age of consent to marriage, the court must hear the opinion of the minor’s parents or guardians or curators and take into account his or her mental and psychological state, financial situation and other important reasons that require the reduction of the person’s legal age of consent to marriage. Pregnancy shall provide an important ground for the reduction of the person’s legal age of consent to marriage.


5. In the process of deciding on the reduction of the legal age of consent to marriage, the state institution for the protection of the child’s rights must present its opinion on the advisability of the reduction of the person’s legal age of consent to marriage and whether such a reduction is in the interests of the minor concerned.


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Article 3.15. Active capacity


1. A person who has, by a final court judgment, been declared legally incapable in this area may not enter into marriage.


2. A person with limited legal capacity in this area may not enter into marriage without a written consent of the curator. Where the curator does not give his or her consent, the consent to contract a marriage may be given by the court at the request of a person with limited legal capacity in this area.


3. Where it transpires that there is a case pending before a court for the declaration of one of the parties to an intended marriage to be legally incapable in this area, the registration of the marriage must be postponed until the judgment of the court in the case becomes final.

 


Article 3.16. Prohibition to violate the principle of monogamy

A married person who has not terminated his or her marriage in accordance with the procedure laid down by law may not enter into another marriage.

 


Article 3.17. Prohibition to contract a marriage between close relatives

Marriage between parents and children, adopters and adoptees, grandparents and grandchildren, real or foster brothers and real or foster sisters, cousins, uncles and nieces, and aunts and nephews shall be prohibited.

 


SECTION THREE

FORMATION OF MARRIAGE

 


Article 3.18. FORMATION OF MARRIAGE

Marriage shall be formed upon filing, by the intended spouses, an application to register a marriage and registering the marriage in accordance with the procedure laid down in the law regulating the registration of acts of civil status or in accordance with Article 3.24 of this Code.

 

Article 3.19. No longer effective from 1 January 2017.

 

Article 3.20. No longer effective from 1 January 2017.


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Article 3.20. No longer effective from 1 January 2017.

 

Article 3.21. No longer effective from 1 January 2017.

 

Article 3.22. No longer effective from 1 January 2017.

 

Article 3.23. No longer effective from 1 January 2017.


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Article 3.24. Formation of religious marriages in accordance with the procedure established by the Church (confessions)


1. A religious marriage shall be formed in accordance with the procedure established by the internal law (canons) of the respective religion.


2. The formation of a marriage in accordance with the procedure established by the Church (confessions) shall entail the same legal consequences as the formation of a marriage in the register office in accordance with the procedure established by the law regulating the registration of acts of civil status provided that:


1) the conditions laid down in Articles 3.12 to 3.17 of this Code have not been violated;


2) the marriage has been formed in accordance with the procedures established by the canons of a religious organisation registered in the Republic of Lithuania and recognised by the State;


3) the formation of a marriage in accordance with the procedure established by the Church (confessions) has been recorded at the register office pursuant to the procedure established by the law regulating the registration of acts of civil status.


3. Where a marriage has been formed in accordance with the procedure established by the Church (confessions), the religious community or religious association must, within ten days of the formation of this marriage, present to the local register office a notification, in the form prescribed by the Minister of Justice, of the religious marriage solemnised in accordance with the procedure established by the Church (confessions). In such a case, the marriage shall be deemed to have been contracted from the day of formation of the marriage in accordance with the procedure established by the Church (confessions).


4. Where a notification about the formation of a religious marriage in accordance with the procedure established by the Church (confessions) is not submitted within the time limit set in paragraph 3 of this Article, the marriage shall be deemed to have been contracted as of the day on which it was recorded at the register office.


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Article 3.25. No longer effective from 1 January 2017.

 


SECTION FOUR

LEGAL EFFECTS OF MARRIAGE

 


Article 3.26. Equality of spouses


1. Having contracted a marriage, the spouses shall acquire the rights and obligations defined in this Book.


2. Spouses shall have equal rights and equal civil liability in respect of each other and their children in matters related to the formation, duration and termination of their marriage.


3. Spouses may not waive, by mutual agreement, their rights or obligations arising under the law as a consequence of the marriage.

 


Article 3.27. Duty of spouses to support each other


1. Spouses must be loyal to and respect each other; they must also support each other morally and financially and contribute toward the common needs of the family or the needs of the other spouse in proportion to their respective capabilities.


2. Where, due to objective reasons, one of the spouses is unable to make a sufficient contribution toward the common needs of the family, the other spouse must do so to the extent of his or her capabilities.

 


Article 3.28. Creation of a family relationship

By contracting a marriage, the spouses shall create a family relationship as a basis for their life together.

 


Article 3.29. Passive and active capacity of spouses

Marriage shall not restrict the passive and active capacity of spouses; the possibility of the spouses to exercise certain rights may, however, be restricted by the marriage contract or the mandatory rules of this Code.


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Article 3.30. Obligations of the spouses in respect of their children

Spouses shall be obliged to maintain and bring up their children of minor age, take care of their education and health, ensure the child’s right to personal life, inviolability of his or her personality and freedom, the child’s property, social and other rights provided for by domestic and international law.

 


Article 3.31. Surnames of the spouses

Both spouses shall have the right to retain their respective surnames or to choose the surname of the other spouse as their common surname or to have a double surname by adjoining the surname of the other spouse to one’s own surname.


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Article 3.32. Representation


1. One spouse may authorise the other spouse to act in his or her name and represent him or her.


2. Where certain acts require the consent of the other spouse, but he or she is unable tot give such consent for objective reasons, the court may, upon the interested spouse’s request, authorise the performance of those acts. Before granting such authorisation, the court must satisfy itself that the consent of the other spouse is really unobtainable and that it is in the best interests of the family to grant such authorisation. The court’s authorisation shall be valid only for the act specified in the court’s order to be performed in the specified period of time. Where the court finds that the spouse’s actions are contrary to the interests of the family or to those of the children of minor age, it may, on the application of the state institution for the protection of the child’s rights or the public prosecutor, amend or revoke the authorisation granted. The amendment or revocation of the authorisation shall be effective only from the date of the court’s order to that effect. On the day of its adoption, such an order of the court must be sent to the Chamber of Notaries or, if the authorisation is related to the disposition of immovable property, to the public register.


3. Where one spouse has acted in the name of the other spouse without his or her permission or the authorisation of the court, such acts and their consequences shall be subject to the rules of Book Six of this Code regulating the management of another person’s affairs without a mandate.


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Article 3.33. Disputes of spouses relating to the discharge of their obligations or exercise of their rights


1. Where the spouses are unable to agree as to the discharge of their obligations or the exercise of their rights, either of them shall have the right to apply to court for the resolution of their dispute.


2. In resolving a dispute between the spouses, the court must take measures for the reconciliation of the spouses.


3. The court must decide on the dispute between the spouses by taking account of the interests of their minor children and the interests of the family as a whole.

 


Article 3.34. Temporary restriction on the property rights of a spouse


1. Where one of the spouses substantially violated his or her marital obligations provided for in this Book and poses a threat to the property interests of the family by his or her acts, the other spouse shall have the right to apply to court for an order prohibiting the other spouse from disposing of their matrimonial property without the consent of the other spouse. The term of such prohibition may not exceed two years.


2. Transactions which a spouse was not entitled to conclude without the consent of the other spouse may be declared null and void on the latter’s action provided that the third person with whom the transaction was concluded acted in bad faith. Such an action may be brought within a limitation period of one year from the date on which the spouse became aware or ought to have become aware of the transaction.


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Article 3.35. Rights and obligations of spouses in the household


1. Neither spouse shall have the right, without the consent of the other spouse, to alienate, pledge or lease any movable thing used in the household or encumber the right to it in any other way.


2. The movable property serving for the use of the household shall include household things and furniture, except for works of art, collections or home libraries.


3. A spouse having neither consented to nor ratified such a transaction shall have the right to seek a declaration of its invalidity, except in cases where the transaction was by onerous title and the third party acted in good faith.

 


Article 3.36. Rights and obligations of spouses in respect of the dwelling considered to be family property


1. Where spouses live in a rented dwelling under a lease agreement, the spouse in whose name the dwelling is rented may not, without a written consent of the other spouse, terminate the lease agreement before its term, sublease it or transfer the rights under the lease agreement. The spouse having neither consented to nor ratified such a transaction shall have the right to seek a declaration of its invalidity.


2. A spouse who is the sole owner of the family dwelling may not, without a written consent of the other spouse, alienate, pledge or lease this dwelling. The spouse having neither consented to nor ratified such a transaction shall have the right to seek a declaration of its invalidity provided that the disputed dwelling was registered in the public register as a family asset.


3. The rules set out in paragraph 1 and 2 of this Article shall also apply in cases of usufruct (i. e. the right of using and receiving the profits, products or fruits of property that belongs to another) and contract of use.

 


CHAPTER III

NULLITY OF MARRIAGE


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CHAPTER III

NULLITY OF MARRIAGE

 


Article 3.37. Grounds and procedure for declaring marriage null and void


1. A marriage may be declared null and void where the conditions for the formation of a valid marriage set out in Articles 3.12 to 3.17 of this Code have been violated as well as on the grounds provided for in Article 3.39 and Article 3.40 of this Code or where one of the intended spouses failed to inform the other that he or she was suffering from a sexually transmitted disease or AIDS.


2. A marriage may be declared null and void only by the court.


3. A marriage that the court declares to be null and void shall be void ab initio.


4. The court must send the judgment on the annulment of marriage by electronic means to the register office that has registered the marriage no later than on the next working day after the entry into force of the judgment.


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Article 3.38. Persons entitled to petition for a decree of nullity of marriage on the grounds of violation of the requirements for the formation of marriage


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1. A marriage formed in violation of the conditions for the formation of marriage set out in Article 3.16 and Article 3.17 of this Code may be declared null and void on the petition of the spouse who was not aware of the impediments to the marriage, a public prosecutor or any other person whose rights and legitimate interests have been violated by the marriage.


2. A marriage formed in violation of the condition for the formation of marriage set out in Article 3.14 of this Code may be declared null and void on the petition of a minor spouse, his or her parents, guardians or curators, public institutions for the protection of the child’s rights or a public prosecutor. After the minor spouse attains the age of eighteen, he or she shall be the only person who may petition for a decree of nullity.


3. A marriage formed in violation of the condition for the formation of marriage set out in Article 3.15 of this Code may be declared null and void on the petition of the guardian of the spouse legally incapable in this area, the curator of the spouse with limited legal capacity in this area, a public prosecutor or any other person whose rights and legitimate interests have been violated by the marriage.


4. A marriage formed in violation of the condition for the formation of marriage set out in Article 3.13 of this Code may be declared null and void on the petition of the spouse who failed to express his or her free will at the time of the marriage or a public prosecutor. Where the spouse who failed to express his or her free will is a minor, the nullity of the marriage may be sought by his or her parents, guardians, curators or a state institution for the protection of the child’s rights.


5. A judgment for the nullity of marriage on the grounds referred to in paragraph 3 Article 3.21 of this Code may be sought by the spouse who had not been informed of the


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Article 3.21 of this Code may be sought by the spouse who had not been informed of the other spouse’s illness before the marriage was concluded.


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Article 3.39. Nullity of a fictitious (‘sham’) marriage

A marriage formed fictitiously without the true intention of creating a legal family relationship may be declared null and void on the petition of either spouse or a public prosecutor.

 


Article 3.40. Declaring a marriage null and void due to the lack of free will


1. A marriage may be declared null and void on the petition of a spouse where the spouse proves that at the time of the marriage he or she was incapable of understanding the true meaning of his or her actions and controlling them.


2. Nullity of marriage may be sought by a spouse if he or she entered into the marriage under threat, duress or fraud.


3. A spouse who gave consent to the marriage in consequence of an essential mistake may seek the annulment of the marriage. The mistake shall be essential where the mistake was made due to the circumstances related to the other spouse, the knowledge of which would have been a sufficient reason for the spouse not to enter into the marriage. The mistake shall be presumed to be essential if it is about:


1) the health condition or the sexual abnormality of the other spouse which makes the normal family life impossible;


2) the grave crime committed by the other spouse.


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Article 3.41. Bars to the nullity of marriage


1. The court may refuse to declare a marriage null and void if the circumstances which had constituted an impediment to the marriage hereunder disappeared during the proceedings of the case.


2. The court may refuse to declare a marriage contracted by a minor person null and void if the declaration of nullity of the marriage would be contrary to the interests of the minor children of the minor spouse or spouses.


3. A marriage may not be declared to be a fictitious marriage if prior to the petition for nullity of the marriage the spouses had created a family relationship or had cohabited for over a year from the date of marriage or had given birth to or were expecting a child together.


4. A marriage may not be declared null and void after divorce, except where the marriage had been contracted in violation of the monogamy principle or the marriage had been contracted with a close relative (Articles 3.16 and 3.17 of this Code).


5. A marriage which was contracted without the expression of a free will of one of the spouses may not be declared null and void if, after the formation of the marriage or after coming into light of the circumstances which give rise to grounds for declaring the marriage null and void, the spouses had cohabited for over a year or they had given birth to or were expecting a child together.


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Article 3.42. Limitation period


1. A spouse who entered into a marriage under the age of eighteen may petition for annulment of the marriage within a limitation period of one year from the date of his or her attaining full age.


2. A petition for annulment of a marriage contracted without a free will may be presented within a limitation period of one year from the date on which the circumstances constituting the grounds for declaring the marriage null and void disappeared or transpired.


3. A petition for annulment of a fictitious marriage may be presented within one year from the date on which the marriage was contracted. A public prosecutor may petition for annulment of a marriage on the grounds set out in Article 3.39 of this Code within five years from the date on which the marriage was contracted.


4. Petitions for annulment of a marriage on other grounds shall be subject to no limitation periods.

 


Article 3.43. Legal separation of spouses and maintenance order


1. In an effort to protect the legitimate interests of one of the spouses, the court may, circumstances permitting, order the spouses to separate pending the proceedings on the annulment of their marriage.


2. When declaring a marriage null and void, the court must decide as to the maintenance of minor children and the spouse in good faith as well as establish the residence of minor children and shared parenting and contact arrangements with a separated parent.

 


Article 3.44. Extinguishment of the right to petition


1. The right to petition for annulment of the marriage may not be devolved by succession or any other way.


2. After the death of one of the spouses, a public prosecutor shall no longer be entitled to bring an action for annulment of the marriage.


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Article 3.45. Legal effects of marriage annulment


1. Any children born of a marriage subsequently declared null and void by the court shall be treated as born in wedlock.


2. Where both spouses were in good faith, i. e. they were not aware, nor could have been aware, of the impediments to their marriage, the legal effects of their marriage, although it has been declared null and void, shall be the same as those of a valid marriage, except for the right of succession. Evidence of the good faith of the spouses must be indicated in the judgment of the court.

 


Article 3.46. Legal effects of marriage annulment where one or both spouses were in bad faith


1. With a null and void marriage where only one of the spouses was in good faith, the spouse in good faith shall be entitled to all the rights a spouse is entitled to by virtue of a valid marriage.


2. With a null and void marriage where both spouses were in bad faith, the spouses shall lose the rights and duties spouses are entitled to by virtue of a valid marriage. Each of them shall have the right to recover their own property, including gifts to the other spouse.


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Article 3.47. Rights of the spouse in good faith


1. If in need of maintenance, the spouse in good faith shall have the right to petition for maintenance from the spouse in bad faith for a period not exceeding three years.


2. The amount of maintenance shall be determined by the court, taking into account the financial situation of both spouses. The court shall make a maintenance order for periodical monthly payments or a lump sum of a fixed amount. Where the financial situation of one of the spouses changes, the interested spouse may apply to court to have the maintenance increased, decreased or have maintenance claims terminated.


3. A maintenance order to the spouse in good faith shall terminate automatically once the latter remarries or at the end of the three-year period during which the maintenance was paid.

 


Article 3.48. Mandatory participation of guardianship/curatorship institutions

Where one or both spouses are minors or have been declared legally incapable or of limited legal capacity in this area by a court judgment, guardianship/curatorship institutions or the state institution for the protection of the child’s rights must attend the proceedings relating to the annulment of marriage of such persons and give their opinion as to whether or not the annulment of the marriage would prejudice the rights and interests of such persons or their children, except where the case is heard in court on the basis of an action brought by the state institution for the protection of the child’s rights.

 


CHAPTER IV

DISSOLUTION OF MARRIAGE

 


SECTION ONE

FUNDAMENTALS OF DISSOLUTION OF MARRIAGE


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Article 3.49. Cases of dissolution of marriage


1. A marriage shall be dissolved by the death of one of the spouses or by termination in accordance with the procedure established by law.


2. A marriage may be dissolved by mutual consent of both spouses, on the application of one of the spouses or through the fault of a spouse(s).

 


Article 3.50. Dissolution of marriage by the death of one of the spouses


1. A marriage shall be dissolved by the death of one of the spouses or by a court declaration of presumed death of one of the spouses.


2. Where one of the spouses is declared dead, the marriage shall be considered dissolved from the date on which the court declaration becomes final or from date of death of the person specified therein.


3. Where the spouse who has been declared dead by the court turns up, the marriage may be renewed by mutual application of the spouses to be filed, after the annulment of the court’s declaration of death, with the register office which registered the dissolution of the marriage.


4. A marriage may not be renewed if the other spouse has remarried or there are impediments specified in Articles 3.12 to 3.17 of this Code.

 


SECTION TWO

DIVORCE BY MUTUAL CONSENT OF THE SPOUSES

 


Article 3.51. Conditions for obtaining divorce


1. A marriage may be dissolved by mutual consent of the spouses provided all the following conditions have been satisfied:


1) over a year has elapsed from the day on which the marriage was contracted;


2) both spouses have made a contract in respect of the consequences of their divorce (property adjustment, maintenance payments for the children, etc.);


3) both spouses have full active legal capacity in this area.


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2. In cases provided for in this Article, divorce shall be obtained under simplified procedures.

 


Article 3.52. Application for divorce


1. A mutual application of the spouses for divorce shall be lodged with the court of a district where one of the spouses resides.


2. The application must be accompanied by the contract in respect of the consequences of the divorce.


3. The application must contain reasons why, in the spouses’ view, the marriage has broken down.


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Article 3.53. Divorce procedure


1. The court shall grant a judgment of divorce if it is satisfied that the marriage has broken down irretrievably. A marriage shall be considered to have broken down irretrievably if the spouses no longer live together and it is not likely they will live together again.


2. An irretrievable breakdown of a marriage shall be presumed if the spouses have been separated from bed and board for over a year.


3. When granting a divorce decree, the court shall also approve the contract of the spouses in respect of the consequences of the divorce whereby the spouses agree on maintenance payments for their children of minor age and each other, the residence of minor children, shared parenting and child contact arrangements with a separated parent and their other property rights and obligations. The content of the contract shall be incorporated in the decree of divorce. In the case of a significant change in the circumstances (illness of one of the former spouses, incapacity for work, etc.), the former spouses or one of them may petition the court to reconsider the terms and conditions of their contract in respect of the consequences of divorce.


4. Where the contract in respect of the consequences of divorce is in conflict with the public order or substantially violates the rights and legitimate interests of the minor children of the spouses or of one of the spouses, the court shall not approve the contract and shall suspend the divorce proceedings until the spouses conclude a new contract. Where the spouses fail to comply with court instructions regarding the content of the contract within six months of the suspension of the proceedings, the court shall not resume the consideration of the application for divorce.


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Article 3.54. Reconciliation of spouses


1. The court must take measures to seek reconciliation of the spouses.


2. At the request of one of the spouses or on its own initiative, the court may set a time limit of up to six months for the spouses to reconcile. In that event, the divorce proceedings shall be suspended. After the expiry of the time limit set by the court, the divorce proceedings shall be resumed at the request of one of the spouses.


3. If neither of the spouses petitions for divorce within a year from the beginning of the reconciliation period, the court shall not resume the divorce proceedings.


4. Where the spouses have lived apart for over a year or the setting of a reconciliation period would be essentially contrary to the interests of one of the spouses or of their children, or where both spouses request a consideration of the merits of their case, the reconciliation period shall not be set.

 


SECTION THREE

DIVORCE ON THE APPLICATION OF ONE OF THE SPOUSES


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Article 3.55. Conditions for obtaining divorce


1. A marriage may be dissolved on the application of one of the spouses filed with the court of the district where the applicant resides, if at least one of the following conditions is satisfied:


1) the spouses have been separated for over a year;


2) after the formation of the marriage one of the spouses has been declared legally incapable in this area or of limited legal capacity in this area by the court;


3) one of the spouses has been declared missing by the court;


4) one of the spouses has been serving a term of imprisonment for over a year for committing a non-premeditated crime.


2. Where one of the spouses is legally incapable in this area, an application for divorce may be filed on his or her behalf by his or her guardian, a public prosecutor or a guardianship and curatorship institution. Where one of the spouses is of limited legal capacity in this area, he or she may file an application for divorce with the consent of the curator. Where the curator does not give his or her consent, the permission to file an application for divorce may be granted by the court at the request of the person with limited legal capacity in this area.

 


Article 3.56. Content of the application


1. The application must contain one of the grounds for divorce under paragraph 1 of Article 3.55 of this Code.


2. The application must also indicate the ways the applicant is going to fulfil his or her obligations towards the other spouse and their minor children.


3. The application must also contain the data provided for in the Code of Civil Procedure.


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Article 3.57. Examination of the application


1. A spouse’s application for divorce shall be examined in a simplified procedure.


2. Where divorce proceedings are commenced on the application of one of the spouses, the reconciliation measures referred to in Article 3.54 of this Code shall not apply.


3. Having regard to the age of one of the spouses, the duration of the marriage and the interests of the spouses’ minor children, the court may refuse to grant a divorce decree if the divorce would cause significant pecuniary and non-pecuniary damage to one of the spouses or their minor children.


4. The other spouse or his or her guardian shall have the right to declare that the marriage has broken down through the applicant’s fault and demand that the court grant divorce on the basis of the applicant’s fault. Where the court considers the declaration to be well grounded, divorce shall be granted on the basis of the fault of the spouse who initiated the divorce proceedings (Article 3.60 of this Code).

 


Article 3.58. Mandatory participation of guardianship/curatorship institutions

Where one of the spouses is legally incapable in this area or of limited legal capacity in this area, a guardianship/curatorship institution must present its opinion to the court on how to safeguard the property rights of the spouse who is legally incapable in this area or of limited legal capacity in this area following the divorce.


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Article 3.59. Matters to be resolved by the court in granting a divorce

In granting a divorce, the court must establish the residence of minor children of the spouses and shared parenting and child contact arrangements with a separated parent as well as deal with the issues related to the maintenance of the spouses’ minor children, the maintenance of one of the spouses and the division of their community property, except in cases where the property has been divided under a notarised mutual agreement of the spouses.

 


SECTION FOUR

DIVORCE ON THE BASIS OF THE FAULT OF ONE OR BOTH OF THE SPOUSES

 


Article 3.60. Conditions for divorce


1. A spouse may apply for divorce on the grounds provided for in this Section where the marriage has, in fact, broken down through the fault of the other spouse.


2. The fault of a spouse for the breakdown of the marriage shall be established if he or she has seriously breached the duties as a spouse set out in this Book, which is the reason why their matrimonial life has become impossible.


3. A marriage shall be presumed to have broken down through the fault of the other spouse where he or she has been convicted of a pre-meditated crime or has committed adultery or is violent toward the other spouse or other members of the family or has deserted the family and has not taken any care of it for over a year.


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Article 3.61. Both spouses at fault


1. The respondent in a divorce suit may argue against his or her fault and adduce facts to prove that the other spouse is at fault for the breakdown of the marriage.


2. Having regard to the circumstances of the case, the court may declare that both parties are at fault for the breakdown of the marriage.


3. A divorce based on the fault of both spouses shall have the same consequences as the dissolution of marriage by mutual consent of the spouses (Articles 3.51 to 3.54 of this Code).

 


Article 3.62. Divorce procedure


1. A divorce on the basis of the fault of one of the spouses shall be granted by the court under contentious procedure.


2. At the request of one of the spouses, divorce proceedings shall be held in a closed hearing.


3. Divorce proceedings shall be subject, mutatis mutandis, to Article 3.59 of this Code.

 


Article 3.63. Omission of the specific causes of a divorce from the court judgment

At the request of both spouses, the court, in granting a divorce, shall omit the specific facts evidencing the fault of one or both of the spouses for the dissolution of the marriage from the judgment and merely indicate that the marriage has broken down through the fault of one or both of the spouses.


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Article 3.64. Reconciliation of spouses


1. The court must take measures to seek reconciliation of the spouses.


2. The court must propose that the spouses reach an amicable settlement of their property matters and issues related to the maintenance and residence of their minor children, shared parenting, and child contact arrangements with a separated parent as well as other consequences of divorce. If the spouses reach an agreement, paragraphs 3 and 4 of Article 3.53 of this Code shall apply.


3. The court shall apply measures provided for in paragraphs 2 and 3 of Article 3.54 of this Code, except in cases where the application of those measures may be detrimental to the interests of the applicant or those of the minor children of the spouses.

 


Article 3.65. Provisional protection measures


1. Having regard to the interests of the spouses’ children as well as the interests of one of the spouses, the court may make orders for provisional protection measures pending the outcome of the divorce suit.


2. The court may make the following orders for provisional protection measures:


1) to order one of the spouses to live separately;


2) to establish the residence of minor children with one of the parents;


3) to order one of the spouses to refrain from impeding access for the other spouse to certain property;


4) to issue a maintenance order in favour of the minor children or the other spouse;


5) to seize property until its ownership by one of the spouses is determined or in order to enforce maintenance payments;


6) to seize the property of one of the spouses the value of which could be used to compensate for the litigation costs to the other spouse;


7) to prohibit one of the spouses from having contact with his or her minor children or visiting certain places;


8) other measures deemed necessary by the court.


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SECTION FIVE

LEGAL EFFECTS OF DIVORCE

 


Article 3.66. Moment of the dissolution of marriage


1. A marriage shall be considered to be dissolved on the date when the divorce judgment becomes final.


2. The court must send the divorce judgment electronically to the register office that has registered the marriage no later than on the next working day after the entry into force of the judgment.

 


Article 3.67. Consequences of divorce to the property rights of the spouses


1. Legal consequences of divorce to the property rights of the spouses shall be produced from the moment of the commencement of divorce proceedings.


2. A spouse other than the one determined to be at fault for the breakdown of the marriage may request the court to rule that the legal consequences of divorce to the property rights of the spouses were produced from the day of their actual separation.

 


Article 3.68. Invalidation of transactions concluded after the commencement of the divorce proceedings

Transactions related to the joint community property of the spouses concluded by one of the spouses after the commencement of the divorce proceedings may be invalidated by the court in an action brought by the other spouse provided the other spouse can prove that the transaction was concluded with the aim of prejudicing his or her property rights while the third party was in bad faith.

 


Article 3.69. Surnames of former spouses


1. Upon divorce, a spouse may retain his or her married surname or the surname he or she had before the marriage.


2. Where a marriage is dissolved on the basis of the fault of one of the spouses, the court may, at the request of the other spouse, prohibit the spouse at fault from retaining his or her married surname, except in cases where the spouses have children in common.


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Article 3.70. Legal consequences of a divorce on the basis of the fault of one of the spouses


1. Where a divorce is granted on the basis of the fault of one of the spouses, the spouse at fault shall lose the rights of a divorcee under the law or under the marriage contract, including the right to maintenance.


2. The other spouse shall have the right to claim, from the spouse responsible for the breakdown of the marriage, damages related to the divorce as well as compensation for non-pecuniary damage done by the divorce. This provision shall not apply where both spouses are responsible for the breakdown of the marriage.


3. At the request of the other spouse, the spouse at fault for the breakdown of the marriage must return the gifts received from him/her, except for the wedding ring unless the marriage contract provides otherwise.


4. Where both spouses are responsible for the breakdown of the marriage, both of them shall have the right to demand the return of gifts of immovable property given to each other unless more than ten years have elapsed from the deed of gift and the immovable property has been transferred to third parties.

 


Article 3.71. Retention of the right to use the matrimonial dwelling


1. Where the matrimonial dwelling is owned by one of the spouses, the court may make a usufruct order and allow the other spouse to live in the matrimonial dwelling if their minor children remain to live with him/her after the divorce.


2. The usufruct order shall be valid until the child (children) attain majority.


3. Where the matrimonial dwelling is rented, the court may award the rights of the lessee to the spouse that remains to live with their minor children or that lacking capacity for work and may evict the other spouse if he or she has been ordered to live separately.


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Article 3.72. Mutual maintenance of the former spouses


1. When making a divorce judgment, the court shall also make a maintenance order in favour of the former spouse in need of maintenance unless the matters of maintenance are settled in the contract of the spouses in respect to the consequences of divorce. A spouse shall have no right to maintenance if his or her assets or income are sufficient to fully support him or her.


2. Maintenance shall be presumed to be necessary if the spouse is bringing up a minor child of the marriage or is incapacitated for work because of his or her age or state of health.


3. A spouse who was not able to obtain any qualifications for work (complete his or her studies) because of the marriage, common interests of the family or the need to care for the children shall have the right to demand from the former spouse to cover the costs related to the completion of his or her studies or retraining.


4. The spouse responsible for the breakdown of the marriage shall have no right to maintenance.


5. While making a maintenance order and deciding on its amount, the court must take into account the duration of the marriage, the need for maintenance, the financial situation of both of the former spouses, their state of health, age, capacity for work, the possibility of the unemployed spouse of finding employment and other important circumstances.


6. The amount of maintenance shall be reduced, made temporary or refused if at least one of the following circumstances exist:


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1) the marriage lasted for a period not exceeding one year;


2) the spouse entitled to maintenance has committed a crime against the other spouse or his or her next of kin;


3) the spouse entitled to maintenance has created his or her difficult financial situation through his or her own irresponsible acts;


4) the spouse requesting maintenance did not contribute to the growth of their community property or wilfully prejudiced the interests of the other spouse or the family during the marriage.


7. The court may require the spouse obliged to provide maintenance to the other spouse to produce an adequate guarantee of fulfilment of this obligation.


8. Maintenance shall be ordered as a lump sum of a fixed amount or periodical monthly payments or the award of certain property.


9. Where the marriage is dissolved on the application of one of the spouses due to the other spouse’s legal incapacity in this area or limitation of legal capacity in this area, the spouse at whose initiative the marriage has been dissolved must cover the treatment and care expenses of the former spouse who is legally incapable or of limited legal capacity in this area unless the expenses are covered from state social security funds.


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10. The maintenance order shall be the basis for the statutory pledge (hypothec) of the respondent’s assets. If the former spouse defaults on his or her obligation to pay maintenance, his or her assets shall be used to make payments in accordance with the procedure laid down by law.


11. Where the maintenance order is issued for periodical payments, a significant change in the circumstances referred to in paragraph 5 of this Article may warrant the application of either of the former spouses for an increase, reduction or termination of maintenance payments. Periodical payments shall be for life of the creditor and shall be inflation-indexed annually in accordance with the procedure laid down by the Government.


12. Where the former spouse obliged to pay maintenance dies, the obligation to pay maintenance shall be devolved on his or her successors to the extent of his or her estate, irrespective of the way the estate is accepted.


13. Where the former spouse receiving maintenance dies or remarries, the payment of maintenance shall be terminated. In the event of death of the former spouse receiving maintenance, the right to claim arrears or outstanding maintenance payments shall pass to the successors of the deceased person. The dissolution of the new marriage shall create the right to demand the renewal of maintenance payments provided that the spouse in need of maintenance is bringing up a child by his or her former spouse or is caring for a disabled child by his or her former spouse. In all other cases, the duty of the subsequent spouse to maintain the other spouse shall take precedence over that of the former spouse.

 


CHAPTER V

LEGAL SEPARATION


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CHAPTER V

LEGAL SEPARATION

 


Article 3.73. Application for legal separation


1. One of the spouses may apply to court for the approval of legal separation if due to certain circumstances, although not dependent on the other spouse, their life together has become intolerable (impossible) or can seriously prejudice the interests of their minor children or the spouses are no longer interested in living together.


2. Both spouses may jointly apply to court for the approval of their legal separation if they have made a contract in respect of the consequences of their legal separation thereby providing for the residence, maintenance and shared parenting of their minor children, as well as for the division of their community property and mutual maintenance.

 


Article 3.74. Counter-claims


1. The defendant in a separation case shall have the right to lodge a counter-claim for divorce.


2. The defendant in a divorce case shall have the right to lodge a counter-claim for legal separation.


3. Where one of the spouses seeks a divorce while the other spouse applies for legal separation, the court may make a divorce order on the basis of the fault of one or both of the spouses or it may make a separation order.

 


Article 3.75. Procedure for legal separation


1. The court shall examine applications for legal separation in the contentious procedure.


2. Having regard to the interests of the minor children of the spouses as well as to the interests of one of the spouses, the court must take measures to seek reconciliation of the spouses (Article 3.54 of this Code).


3. The court may, if necessary, order provisional protection measures referred to in Article 3.65 of this Code.


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Article 3.76. Matters to be resolved in making a separation judgment


1. When making a separation judgment, the court must establish the spouse with whom the minor children of the spouses are to live, as well as resolve issues related to the maintenance of the children and shared parenting and child contact arrangements with a separated parent.


2. Where there are compelling reasons, the court may temporarily establish the residence of the children with other persons or in a child guardianship/curatorship institution.


3. In deciding which of the spouses should retain the right to live in their matrimonial dwelling, priority must be given to the spouse with whom the minor children are to live or to the spouse lacking capacity for work.


4. Where the spouses have made a contract in respect of the consequences of legal separation (paragraph 2 of Article 3.73 of this Code), the court shall approve the contract provided that it is consistent with public order or does not substantially prejudice the rights and legitimate interests of the minor children or of one of the spouses. Having approved the contract, the court shall incorporate its content in the separation judgment.


5. If, after the entry into force of the court judgment, there is a substantial change in the circumstances significant for the matters related to the legal separation of the spouses, either spouse may seek the reconsideration of the previous judgment and a different resolution of matters referred to in paragraph 1 of this Article, in the light of the substantial change in the circumstances.


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Article 3.77. Legal consequences of separation


1. When the court makes a separation judgment, it shall release the spouses form the obligation to live together, but other rights and obligations of the spouses shall not be extinguished, except in cases provided for in this Code.


2. Legal separation shall not produce any effects on the rights and obligations of the spouses in respect of their minor children, except in cases provided for in this Code.


3. When making a separation judgment, the court must, in all cases, decide on the matters related to the division of the community property of the spouses unless those matters are settled in the marriage contract of the spouses.


4. The legal consequences of separation for the property interests of the spouses shall be produced from the initiation of the separation proceedings. However, the spouse other than the one declared by the court to be at fault for the legal separation may request the court to make the legal consequences of separation retroactive to the date on which the spouses actually ceased to live together.


5. Where one of the separated spouses dies, the survivor shall retain all the rights of a surviving spouse under the law, except where the surviving spouse has been declared by the court to be at fault for the legal separation. The same rule shall also apply where the court makes a separation order on the basis of the joint application of the spouses unless the marriage contract of the spouses stipulates otherwise. However, the surviving spouse shall lose the right of succession to the property of the deceased spouse.


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Article 3.78. Mutual maintenance of the spouses


1. When issuing a separation order, the court may order the spouse at fault for the legal separation to pay maintenance to the other spouse in need of maintenance unless the matters of maintenance are settled in the contract concluded by the spouses.


2. While making a maintenance order and deciding on its amount, the court must take into account the duration of the marriage, the need for maintenance, the financial situation of both of the spouses, their state of health, age, capacity for work, the possibility of the unemployed spouse of finding employment and other important circumstances.


3. The court may rule that the spouse obliged to pay maintenance to the other spouse must provide a security that the obligation will be fulfilled.


4. Maintenance shall be ordered as a lump sum of a fixed amount or periodical monthly payments or the award of certain property.


5. The maintenance order shall be the basis for the statutory pledge (hypothec) of the respondent’s assets. Where a spouse defaults on his or her obligation to provide maintenance, his or her assets shall be used to make payments in accordance with the procedure laid down by law.


6. Where maintenance has been ordered in the form of periodical payments, a significant change in the circumstances referred to in paragraph 2 of this Article may warrant the application of either of the spouses for an increase, reduction or termination of the maintenance payments. Periodical payments shall be indexed annually in accordance with the procedure laid down by the Government.


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Article 3.79. End of legal separation


1. Legal separation shall end when the spouses resume living together and their life together proves their intention to live together permanently. Legal separation shall end when the court issues a judgment granting a joint application by the spouses on ending their legal separation and revoking its previous separation order.


2. On the resumption of their life together, the property of the spouses shall remain separate until they make a new marriage contract and set a new matrimonial property regime.


3. The end of legal separation shall produce legal effects for third parties only if the spouses make a new marriage contract and register it in accordance with the procedure provided for in Article 3.103 of this Code.


4. Where the spouses are separated for more than one year after the date when the court judgement became final, either spouse may seek divorce on the basis provided for in point 1 of paragraph 1 of Article 3.55 of this Code.  

 


Article 3.80. Mandatory participation of the state institution for the protection of the rights of the child

Where the spouses have children of minor age, the state institution for the protection of the child’s rights must participate in the proceedings and present its conclusion on the possible violation of the children’s rights in taking decisions on separation matters.

 


PART III

RIGHTS AND OBLIGATIONS OF THE SPOUSES IN PROPERTY

 


CHAPTER VI

LEGAL REGIME OF MATRIMONIAL PROPERTY

 


SECTION ONE

GENERAL PROVISIONS


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SECTION ONE

GENERAL PROVISIONS

 


Article 3.81. Kinds of matrimonial property regimes


1. There shall be statutory and contractual matrimonial property regimes.


2. The statutory matrimonial property regime shall be governed by Articles 3.87 to 3.100 of this Code.


3. The contractual matrimonial property regime shall be governed by Articles 3.101 to 3.108 of this Code.

 


Article 3.82. Application of the statutory matrimonial property regime

Where the spouses have not concluded a marriage contract, their property shall be subject to the statutory matrimonial property regime.

 


Article 3.83. Right of the spouses to determine their matrimonial property regime under the marriage contract


1. When concluding a marriage contract, the spouses shall have the discretion to determine their matrimonial property regime.


2. Provisions of a marriage contract contradicting the mandatory statutory provisions, good morals or public order shall be null and void.


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Article 3.84. Family assets


1. Any assets referred to in paragraph 2 of this Article owned by either spouse before or during the marriage shall be considered to be family assets. Family assets must be used only to meet the needs of the family.


2. The following assets owned by one or both spouses shall be family assets:


1) the family dwelling;


2) movables intended for the use in the household, including furniture.


3. Family assets shall also include the right to use the family dwelling.


4. Assets referred to in paragraphs 2 and 3 of this Article shall acquire the legal status of family assets on the date of the registration of marriage, but the spouses may use this fact in respect of third parties in good faith only if an immovable thing is registered in the public register as a family asset.


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Article 3.85. Legal regime of family assets


1. Assets referred to in paragraph 2 of Article 3.84 of this Code, which are the personal property of one of the spouses, may be used, managed or disposed of only in accordance with the procedure laid down in this Article.


2. The spouse who is the owner of an immovable thing considered to be a  family asset may transfer the ownership rights to it, charge it or encumber the rights to it in any other way only with the written consent of the other spouse. Where the spouses have minor children, transactions in respect of an immovable thing considered to be a family asset shall be subject to judicial authorisation.


3. Family assets may not be used against creditors’ claims if the creditors knew or ought to have known that the transaction is not related to meeting the needs of the family and is contrary to the interests of the family.


4. The legal regime of family assets or the composition of the family assets may not be changed by an agreement of the spouses.

 


Article 3.86. End of the legal regime of family assets


1. The legal regime of family assets shall end upon divorce, declaration of nullity of the marriage or legal separation of the spouses.


2. The court may award the right to use family assets or part thereof (usufruct) to the spouse with whom the minor children of the marriage are to live. The usufruct shall be valid until the children attain majority.


3. Where the spouses rented a family dwelling, the court may transfer the lessee rights to the spouse with whom the minor children are to live or to the spouse lacking capacity for work.


4. The court may award the household utensils intended for the use in the household to the spouse who remains to live in the family dwelling together with the minor children.


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SECTION TWO

STATUTORY MATRIMONIAL PROPERTY REGIME

 


Article 3.87. Substance of the statutory matrimonial property regime


1. Under the statutory matrimonial property regime, the property acquired by the spouses after the commencement of their marriage shall be their joint community property.


2. The property of spouses shall constitute their joint community property until the property is separated or until the extinguishment of the joint community property rights in any other way.


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Article 3.88. Joint community property


1. Joint community property shall be:


1) property acquired after the formation of marriage in the name of one or both of the spouses;


2) income and fruits collected from the individual property of a spouse;


3) income derived from the joint activities of the spouses, and income derived from the activities of one of the spouses, except for the funds required for that spouse’s occupation;


4) an enterprise and income derived from the operations of the enterprise or any other business provided that the spouses took up such business activities after the commencement of the marriage. Where before the marriage the enterprise was owned by one of the spouses, the joint community property after the marriage shall include the income derived from the operations of the enterprise or any other business and the increase in the value of the enterprise (business);


5) income from the work or intellectual activities, dividends, pensions, benefits or other payments collected by both spouses or one of them after the commencement of the marriage, except for payments received for specific purposes (such as damages for moral or corporal injury, support, allowance or other benefits paid specifically to only one of the spouses, etc.).


2. Property shall be presumed to be joint community property until it is proved that it is the individual property of one of the spouses.


3. Both spouses must be indicated as the owners of the joint community property in the public register. Where the property is registered in the name of only one spouses, it shall be considered to be joint community property provided it is indicated in the register as joint community property.


4. Where a private pension fund has been accumulated from the joint financial resources of the spouses, in the event of divorce, the other spouse shall have the right to claim one half of the pension fund.


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Article 3.89. Individual property of the spouses


1. The individual property of spouses shall consist of:


1) property acquired separately by each spouse before the commencement of the marriage;


2) property devolved to a spouse by succession or gift during the marriage unless the will or the deed of gift indicates that the property is devolved as joint community property;


3) a spouse’s personal effects (footwear, clothing, instruments required for the spouse’s occupation);


4) the rights to intellectual or industrial property, except for the income derived from those rights;


5) funds and things required for the personal business of one of the spouses, other than the funds and things used in the business conducted jointly by both spouses;


6) damages and compensation payments received by one of the spouses for non-pecuniary damage or personal injury, payments as financial aid for specific purposes and other benefits related specifically to only one of the spouses, rights that may not be transferred;


7) property acquired by the spouse for personal resources or for funds obtained from the sale of his or her individual property, where at the time of acquisition of that property the spouse’s will to acquire the property into his or her personal property was explicitly expressed.


2. The fact that certain property is the separate individual property of one of the spouses may be proved only by written evidence, except in cases where the law permits the testimony of witnesses or the nature of the property constitutes sufficient proof of it being the separate individual property of one of the spouses.


3. Individual property that one of the spouses transfers to the temporary possession of the other spouse to meet the latter’s personal needs shall remain the separate individual property of the transferor.


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Article 3.90. Declaration of individual property to be joint community property


1. The court may declare the individual property of one of the spouses to be joint community property where it is established that during the marriage the property was fundamentally improved with the joint funds of the spouses or with the funds of or due to the work of the other spouse (major repairs, reconstruction, redevelopment, etc.).


2. Where a spouse used both his or her separate individual resources and the funds owned jointly with the other spouse to acquire property for his or her own personal needs, the court may declare the property so acquired to be joint community property provided the value of the joint community funds used to acquire such property exceeded the value of the separate individual funds of the spouse so expended.

 


Article 3.91. Enterprise (farm, business)

Property required for the operation of an enterprise (farm, business) established by one of the spouses after the formation of the marriage as well as the income of the enterprise (farm, business) established by one of the spouses before the formation of the marriage, except for the funds required for the operation of the spouse’s personal enterprise (farm, business) shall be joint community property provided that the property exists or the income is generated at the moment of divorce.


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Article 3.92. Management, use and disposal of joint community property


1. Joint community property shall be used, managed and disposed of by mutual agreement of the spouses.


2. The consent of the other spouse shall not be required for:


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1) the acceptance or rejection of a succession;


2) the refusal to enter into a contract;


3) urgent measures to protect the community property;


4) bringing an action to protect the joint community property;


5) bringing an action to protect one’s rights related to community property or one’s personal rights unrelated to the interests of the family.


3. When concluding transactions, a spouse shall be presumed to have the consent of the other spouse, except in cases where entering into a transaction requires a written consent of the other spouse. In exceptional cases, where delay would cause substantial damage to the interests of the family while the other spouse is unable to express his or her consent due to illness or other objective reasons, a spouse may enter into a transaction without the consent of the other spouse in accordance with the procedure laid down in paragraph 2 of Article 3.32 of this Code.


4. Transactions related to the disposal or encumbrance of jointly co-owned immovable property or rights in rem in the joint community property, transactions related to the transfer of a jointly co-owned enterprise or rights to it, as well as transactions related to the transfer or the encumbrance of the securities or rights therein may be made only by both spouses, except where one of the spouses has been given the power of attorney by the other spouse to enter into such a transaction.


5. Each spouse shall have the right to open a bank deposit account in his or her name without the consent of the other spouse and to dispose freely of the funds on the account unless those funds have been made joint community property.


6. Where a transaction has been concluded without the consent of the other spouse, that other spouse may ratify the transaction within a month of the date when he or she learnt about the transaction. Before its ratification, the other party may withdraw from the transaction. If the other spouse does not ratify the


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ratification, the other party may withdraw from the transaction. If the other spouse does not ratify the transaction within a month, the transaction shall be deemed to have been concluded without the consent of the other spouse. If the other party to the transaction knew that the person with whom it was entering into the transaction was married, it can withdraw from the transaction only if the spouse had falsely stated that the consent of the other spouse existed.


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Article 3.93. Authorisation to enter into a transaction


1. Where one spouse does not give the other spouse the consent to enter into a transaction for which the consent of the spouse is required, the interested spouse may apply to court for judicial authorisation to enter into such a transaction.


2. The court shall award judicial authorisation to enter into a transaction only if the interested spouse proves that the transaction is necessary to meet the needs of the family or the needs of their jointly co-owned business.

 


Article 3.94. Power of attorney to manage property


1. A spouse may grant a power of attorney to the other spouse to manage, use and dispose of their joint community property.


2. Where one of the spouses is away or cannot participate in the management of the community property for important reasons, the other spouse may apply to court for judicial authorisation to manage such property alone.


3. Where the spouse is negligent or unreasonable and careless in managing joint community property alone, he or she shall be liable for the losses sustained through his or her fault and must compensate for them against his or her individual property.


4. Management of property shall be governed mutatis mutandis by the rules of Book Four of this Code regulating the management of property owned by another person.

 


Article 3.95. Challenging the competence of managing joint community property


1. Where one spouse is unable to manage community property or does that in a way that incurs losses, the other spouse may apply to have the court remove the spouse from managing the property. The court shall grant the requested removal if the applicant proves that it is necessary to ensure the needs of the family or those of their joint business.


2. Once the grounds for removal disappear, the removed spouse may request the court to allow him/her to manage the community property again.


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Article 3.96. Avoidance of transactions


1. Transactions concluded without the consent of the other spouse and subsequently not ratified by him/her may be avoided in an action brought by the non-consenting spouse within a year of the date when he or she learnt about the transaction provided it is proved that the other party to the transaction was in bad faith.


2. Transactions for the conclusion of which the written consent of the other spouse is required or which could only have been concluded jointly by both spouses (paragraph 4 of Article 3.92 of this Code) may be declared void irrespective of the other party to the transaction being in good or bad faith, except in cases where one or both of the spouses used fraud in concluding the transaction or made misrepresentations to institutions in charge of public registers or to any other institutions or officials. In such cases, the transaction may be declared void only if the other party to the transaction was in bad faith.


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Article 3.97. Management of the individual property of a spouse


1. A spouse shall use, manage or dispose of his or her individual property at his or her own discretion. Management, use or disposal of property defined in this Code as family assets shall be subject to the restrictions laid down in this Book.


2. Where a spouse manages his or her individual property in such a negligent or unreasonable way that it endangers the interests of the family because the property may be lost or substantially reduced, the other spouse shall have the right to apply to court for the appointment of an administrator for the management of such property. The court may appoint the applicant to be the administrator.


3. After the circumstances leading to the appointment of an administrator disappear, either spouse may apply to court to have the appointment of an administrator revoked.


4. A spouse shall have the right to grant a power of attorney to the other spouse to manage his or her individual property. In such a case, the mutual relations of the spouses in property shall be subject to the rules of Book Two of this Code regulating legal agency relationships.


5. Where one spouse is unable to manage alone his or her individual property and contribute to the needs of the household due to an illness or any other objective reason, the other spouse shall have the right to use the individual funds and assets of the spouse who is unable to manage alone his or her property for the needs of the household. This rule shall not apply in cases where the spouses are separated or an administrator has been appointed for the individual property of the spouse unable to manage it alone and make a contribution towards meeting the needs of the household.


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Article 3.98. Entitlement to compensation


1. Where the value of the joint community property is increased by adding the individual property of one of the spouses, the spouse the addition of whose property has increased the value of the joint community property shall be entitled to compensation against the community property.


2. A spouse shall be entitled to compensation also in cases when his or her individual resources have been used for the acquisition of joint community property.


3. Each of the spouses must compensate for the reduction of the joint community property if he or she has used it for purposes unrelated to fulfilling the obligations referred to in Article 3.109 of this Code, except in cases where he or she proves that the property has been used to satisfy the needs of the family.


4. The compensations referred to in this Article shall be paid on the termination of the spouses’ joint community property.

 


Article 3.99. Gifts of the spouses


1. Spouses shall have the right to make gifts of assets to each other in accordance with the rules of Book Six of this Code regulating deeds of gift.


2. A deed of gift of an immovable shall give rise to legal consequences for the creditors of the donor only after the deed of gift has been registered in a public register.


3. The beneficiary spouse shall be liable to the creditors of the donor for the obligations of the donor that existed at the time the deed of gift was made, but only to the extent of the value of the gift. Where the gift is lost through no fault of the beneficiary spouse, his or her liability for the obligations of the donor shall be extinguished.


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Article 3.100. Grounds for termination of joint community property of the spouses

Joint community property of the spouses shall be terminated on the following grounds:


1) upon the death of one of the spouses;


2) upon the declaration of one of the spouses dead or missing by the court;


3) upon the declaration of nullity of the marriage;


4) upon divorce;


5) upon legal separation;


6) upon the judicial division of the community property;


7) upon the change of the legal regime of property by mutual agreement of the spouses;


8) in other cases provided for by law.

 


SECTION THREE

CONTRACTUAL MATRIMONIAL PROPERTY REGIME

 


Article 3.101. Marriage contract

A marriage contract shall mean an agreement of the spouses defining their property rights and obligations during the marriage as well as upon divorce or separation.


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Article 3.102. Making a marriage contract


1. A marriage contract may be made before the registration of the marriage (pre-nuptial contract) or at any time after the registration of the marriage (post-nuptial contract).


2. A marriage contract made before the registration of the marriage shall come into effect on the day of the registration of the marriage. A post-nuptial contract shall come into effect from the moment of its conclusion unless the contract provides otherwise.


3. A minor may enter into a marriage contract only after the registration of the marriage.


4. A spouse declared by the court to be of limited legal capacity in this area may enter into a marriage contract only with a written consent of his or her curator. If the curator does not give his or her consent, the consent to conclude a marriage contract may be granted by the court at the request of the spouse.

 


Article 3.103. Form of a marriage contract


1. A marriage contract must be entered into before the notary public.


2. A marriage contract as well as amendments thereto must be registered in the Register of Marriage Settlements. The data controller of the Register of Marriage Settlements shall be the Ministry of Justice, and the data processor of the Register shall be designated by the Government. The data of the Register of Marriage Settlements shall be processed in accordance with the procedure laid down by the regulations of the Register of Marriage Settlements. A marriage contract may be amendment only subject to judicial authorisation. Amendments to the marriage contract shall have no retroactive effect.


3. A marriage contract and its amendments may be used against third parties provided the marriage contract and its amendments have been registered in the Register of Marriage Settlements. This rule shall not apply where at the time of the conclusion of the transaction the third parties knew of the marriage contract and its amendments.


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Article 3.104. Content of a marriage contract


1. Spouses shall have the right to stipulate in the marriage contract that:


1) property acquired both before and during the marriage shall be the individual property of each spouse;


2) individual property acquired by each spouse before the marriage shall become joint community property after the registration of the marriage;


3) property acquired during the marriage shall be partial community property.


2. In their marriage contract the spouses may stipulate that one of the matrimonial property regimes referred to in paragraph 1 of this Article shall apply to the entire property or only to a certain part of it or only to specific things.


3. In their marriage contract the spouses may define a matrimonial property regime both in respect of their existing and future property.


4. In their marriage contract the spouses may stipulate rights and obligations related to the management of property, mutual maintenance, participation in the provision for family needs and expenses as well as the procedure for dividing property in the event of divorce and other matters related to the mutual property relations between the spouses.


5. The rights and obligations of the spouses provided for in their marriage contract may be limited in time, or the emergence or termination of rights and obligations may be related to the fulfilment or omission of a certain condition stipulated in the marriage contract.


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Article 3.105. Nullity of conditions in a marriage contract

Conditions stipulated in a marriage contract shall be null and void where they:


1) contradict the mandatory legislative rules, good morals and public order;


2) change the legal regime in respect of the individual property of one of the spouses or in respect of their joint community property (Articles 3.88 and 3.89 of this Code), where the matrimonial legal regime the spouses have chosen provides for joint community property;


3) violate the principle of equal parts in joint community property enshrined in Article 3.117 of this Code;


4) restrict the passive or active legal capacity of the spouses;


5) regulate the personal relations of the spouses unrelated to property;


6) establish or change the personal rights and obligations of the spouses towards their children;


7) limit or annul the right of one/both of the spouses to maintenance;


8) limit or annul the right of one/both of the spouses to bring legal proceedings in court;


9) change the procedure and conditions of succession in property.


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Article 3.106. Amendments to and termination of a marriage contract


1. A marriage contract may be amended or terminated by mutual agreement of the spouses at any time and in the same form as the one laid down for its conclusion.


2. An amendment to a marriage contract or its termination may be used against third parties provided the amendment or termination of the marriage contract has been registered in the Register of Marriage Settlements. This rule shall not apply where at the time of the conclusion of the transaction the third parties knew of the amendment to the marriage contract or its termination.


3. At the request of one of the spouses, the marriage contract may be amended or terminated by a court judgment where there are grounds for the amendment of the marriage contract or its termination provided for in Book Six of this Code.


4. The creditors of one or both of the spouses whose rights have been violated by the amendment of the marriage contract or its termination shall have the right, within a year of becoming aware of the amendment or termination of the marriage contract, to challenge in court such an amendment or termination and demand the restoration of the violated rights.

 


Article 3.107. Termination of a marriage contract

A marriage contract shall terminate upon divorce or separation, except in respect of the obligations which, under the marriage contract, remain in force following divorce or separation. The termination of a marriage contract shall be registered in the Register of Marriage Settlements.


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Article 3.108. Nullity of a marriage contract


1. In addition to the grounds provided for in Article 3.105 of this Code, a marriage contract may be declared null and void, in whole or in part, also on the grounds for nullity of transactions provided for in Book One of this Code.


2. At the request of one of the spouses, the court may declare a marriage contract null and void, in whole or in part, where the marriage contract substantially violates the principle of equality of the spouses and is especially unfavourable to one of the spouses.


3. The creditors of one or both of the spouses shall have the right to demand that the marriage contract be declared null and void on the grounds of its fictitious nature.

 


CHAPTER VII

CIVIL LIABILITY OF SPOUSES

FOR OBLIGATIONS IN PROPERTY


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Article 3.109. Obligations discharged from community property


1. The following obligations shall be discharged from the community property of the spouses:


1) obligations related to the encumbrances of property acquired in co-ownership that existed at the time of acquisition or were created later;


2) obligations related to the costs of managing community property;


3) obligations related to the maintenance of the household;


4) obligations related to the reimbursement of legal expenses where the lawsuit is related to community property or the interests of the family;


5) obligations arising from transactions concluded by one of the spouses with the consent of the other spouse or ratified by the latter subsequently as well as obligations arising from transactions for which no consent of the other spouse was required provided that the transactions were concluded in the interests of the family;


6) joint and several obligations of the spouses.


2. Either spouse shall have the right to enter into transactions necessary to maintain the family household and to secure the upbringing and education of the children. Both spouses shall be jointly and severally liable for the obligations arising from such transactions irrespective of their matrimonial property regime, except in cases where the price of the transaction is clearly too high and unreasonable.


3. Joint and several liability of the spouses shall not arise where one of the spouses, without the consent of the other spouse, takes a loan or acquires goods under credit purchase, which is not necessary for the needs of the family.


4. In assuming and discharging obligations related to the needs of the family, the spouses must be as prudent and careful as in assuming and discharging their own personal obligations.


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Article 3.110. Liability of spouses for obligations created prior to the registration of marriage


1. Community property may not be used to discharge the obligations of spouses created prior to the registration of marriage, except those charged against the relevant spouse’s share in community property.


2. The claims of the spouses’ common creditors to be discharged from community property shall take precedence over the claims of the separate creditors of each spouse. This rule shall not apply to mortgage creditors.

 


Article 3.111. Obligations arising from deeds of gift or succession

Where one of the spouses receives a gift or comes into inheritance, the obligations arising therefrom may not be paid from community property unless the gift or the inheritance has been received as community property.

 


Article 3.112. Liability for the obligations of one of the spouses


1. Claims arising from the transactions concluded after the registration of marriage by one of the spouses without the consent of the other spouse may be discharged from community property if the individual property of the spouse is not sufficient to satisfy the claims of the creditors.


2. Legal expenses shall be paid from the individual property of a spouse where the lawsuit is not related to community property or the interests of the family.

 


Article 3.113. Enforcement against the individual property of spouses

Where the community property is not sufficient to meet the joint and several claims of creditors, the claims shall be settled from the individual property of the spouses.


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Article 3.114. Separation of the liability of spouses


1. Where the marriage contract stipulates that property acquired both before and during the marriage is to be treated as the individual property of one and the other spouse, the spouses shall be liable for their obligations only by their individual property. In such cases, the spouses shall be jointly and severally liable for their joint obligations and the obligations in the interests of the family.


2. Spouses shall not be held to be each other’s guarantors or surety in obligations arising in the management, use or disposal of property that is the individual property of one and the other spouse.

 


Article 3.115. Entitlement to compensation


1. The spouse whose fines for breaches of law or damages incurred through his or her actions have been paid from the joint community property shall be obliged to compensate for the reduction of the joint community property.


2. Where a transaction was concluded to meet the personal needs of only one of the spouses by using joint community property, that spouse shall be obliged to compensate for the reduction of the joint community property.

 


CHAPTER VIII

DIVISION OF JOINT COMMUNITY PROPERTY

 


Article 3.116. Ways of division


1. On the application of one of the spouses or their creditors, joint community property may be divided by mutual agreement of the spouses or by a court judgment during the marriage and upon divorce or separation.


2. The rules of this Chapter shall apply where the spouses have not concluded a mutual agreement on the division of community property.


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Article 3.117. Shares of the spouses in joint community property


1. The shares of the spouses in joint community property shall be presumed to be equal.


2. Departure from the principle of equality of the shares of the spouses in joint community property shall be permitted only in cases provided for in this Code.


3. Where the value of the property awarded by the court to one of the spouses exceeds his or her share in the joint community property, that spouse shall be obliged to pay compensation to the other spouse. Upon the presentation of an adequate security for this liability, the court may defer the payment of the compensation for a period not exceeding two years.


4. Upon the death of one of the spouses, his or her share in the joint community property shall be inherited according to the rules of Book Five of this Code.

 


Article 3.118. Balance of property


1. Before dividing the joint community property of the spouses, first the community property and the respective individual property of the spouses shall be established.


2. The community property must be used first to pay (award) the debts that have fallen due and are payable from this property. Where the time limit for meeting the liabilities from the community property has not expired or the liabilities are disputed, the value of the community property to be divided shall be reduced by the amount equal to these liabilities (debts).


3. After establishing the individual property of the spouses and deducing their personal debts from it, a balance sheet of compensations shall be drawn up, indicating the amounts one and the other spouse must pay by way of compensating for the community property or receive from the community property.


4. Where the balance of community property is positive, it shall be divided equally between the spouses, except in cases provided for in this Code.


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Article 3.119. Assessment of the value of property

The value of the community property to be divided shall be established at its market value on the date of the termination of the joint community property of the spouses.

 


Article 3.120. Property not to be divided


1. Property to be divided shall not include things intended for the needs of the minor children of the marriage or the spouses’ clothing, personal effects, personal property rights and non-property rights related only to that particular spouse.


2. Property intended to meet the needs of the minor children referred to in paragraph 1 of this Article shall go, without deducing any compensations, to the spouse with whom the minor children are to live, while the remaining part of the property of personal nature shall go to one and the other spouse.

 


Article 3.121. Attribution of individual property to joint community property


1. By mutual consent of the spouses, property defined as the individual property of the spouses in the marriage contract may be attributed to the joint community property subject to division.


2. Arrangements referred to in paragraph 1 of this Article shall be prohibited if they may cause damage to the creditors of the spouse. Where, due to such arrangements between the spouses, the claims of the creditor cannot be fully covered from the individual property of a spouse, the debt shall be charged against the spouse’s share in the community property.


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Article 3.122. Security for the claims to a share in the community property

At the request of one of the spouses or spouses’ creditors, the court may seize the joint community property of the spouses or to appoint an administrator for the property if that is necessary to protect the interests of the spouses in the community property or the rights of their creditors. These measures shall not apply where the other spouse submits an adequate security for the claims of the spouse requesting the seizure of the property or the appointment of an administrator or for the claims of the creditors.


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Article 3.123. Departure from the principle of equality of the shares of the spouses in the community property


1. Having regard to the interests of the minor children, the state of health or the financial situation of one of the spouses or other important circumstances, the court may depart from the principle of equality of the spouses’ shares in the community property and award one of the spouses a greater share of the property. These criteria must also be taken into consideration by the court in deciding on the way of division of the community property.


2. The share of the community property of the spouse obliged to make maintenance payments to the other spouse may be reduced by the amount of the maintenance where the maintenance is awarded in the form of a lump sum of a fixed amount or certain property.  


3. Where, less than a year before the institution of the action for the division of the property, one of the spouses reduced the value of the community property without the consent of the other spouse by donating some of it or by using it to increase his or her own individual property, the share belonging to this spouse in the community property may be reduced while establishing the respective shares of the spouses in the community property by the value of the community property that was lost.


4. The share of one of the spouses in the community property may also be reduced by the amount of income unrealised due to the spouse’s negligence or because he or she concealed the income from the family and used it for his or her personal needs. The period for which such unrealised income is calculated may not exceed the last five years preceding the institution of the action for the division of property before court.


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Article 3.124. Division of property by a court judgment without divorce

Where one of the spouses has been declared incapable or of limited legal capacity in a certain area, or where he or she manages the community property at a loss or his or her actions jeopardise the joint community property of the spouses or the interests of the family, or where he or she, without any justified reason, fails to contribute to the needs of the family, the other spouse shall have the right to bring an action seeking division of the property.

 


Article 3.125. Registration of division of property

The agreement of the parties or the court judgment whereby the joint community property of the spouses is divided must be registered in the Register of Marriage Settlements.

 


Article 3.126. Guarantees of the rights of the creditors


1. The creditors of one or both of the spouses shall have the right to join the action for the division of joint community property as third parties and present their individual claims.


2. In his or her application for the division of property, the spouse must indicate the creditors of one or both of the spouses he or she is aware of and notify the creditors of the institution of the action by sending them a copy of the application.


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Article 3.127. Property to be divided


1. The court shall divide the property the spouses acquired as joint community property before the institution of the proceedings or before the adoption of the court judgment.


2. On the application of one of the spouses, the court may decide to divide only the property acquired jointly before the separation of the spouses.


3. If possible, the property shall be divided in kind, having regard to its value and the share of each spouse in the community property. Where the property cannot be divided in kind between the spouses, it shall be awarded in kind to one of the spouses, who is ordered to compensate for the other spouse’s share in money. The decision on the ways the property is to be divided and the actual division of property in kind shall be taken having regard to the interests of the minor children, the state of health and the financial situation of one of the spouses as well as to other important circumstances.

 


Article 3.128. Mutual obligations of spouses after the division of property without divorce


1. The spouse upon whose application the property has been divided must contribute, in so far as possible, to the maintenance of the household and the upbringing and education of the children.


2. Where the other spouse is unable, for objective reasons, to contribute to the maintenance of the household and the upbringing and education of the children, all such expenses must be covered by the spouse upon whose application the property has been divided.


3. When dividing the property, the court may award an amount of money from one spouse to the other to be used for the repayment of the outstanding debts of the marriage to the third parties.


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Article 3.129. Limitation period for actions

Claims for the division of joint community property, except for immovables, shall be subject to a limitation period of five years from the date of the separation of the spouses.

 


PART IV

MUTUAL RIGHTS AND OBLIGATIONS OF CHILDREN AND PARENTS

 


CHAPTER IX

CONSANGUINITY AND AFFINITY

 


Article 3.130. Concept of consanguinity


1. Consanguinity shall mean a relationship by blood of persons descended from the same stock or a common ancestor.


2. Consanguinity shall give rise to legal consequences only in cases provided for by law.


3. Relationships between adopted children (and their descendants) and their adoptive parents (and their kindred) shall be treated as consanguinity.

 


Article 3.131. Lines of consanguinity

Two lines of consanguinity – direct and collateral consanguinity – shall be distinguished.

 


Article 3.132. Direct consanguinity


1. Direct consanguinity shall mean the relation subsisting between the ancestor and the descendants in the direct line from one of the other (great-grandparents, grandparents, parents, children, grandchildren, great-grandchildren, etc.).


2. Consanguinity upwards from the descendant to the ancestor shall be the direct ascending line (grandchildren, children, parents, grandparents, etc.).


3. Consanguinity downwards from the ancestor to the descendant shall be the direct descending line (grandparents, parents, children, grandchildren, etc.).


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Article 3.133. Collateral consanguinity

Collateral consanguinity shall mean the relation subsisting between persons who have the same ancestors, but who do not descend one from the other (siblings, cousins, uncles or aunts, nephews and nieces, etc.).

 


Article 3.134. Degree of consanguinity


1. A degree of consanguinity shall be measured by the number of births that link relatives, excluding the birth of the common ancestor(s).


2. Only the degrees of consanguinity laid down by law shall give rise to legal consequences.

 


Article 3.135. Close relatives

Close relatives shall include persons related by direct consanguinity up to the second degree of consanguinity inclusively (parents and children, grandparents and grandchildren) and persons in the second degree of kinship by collateral consanguinity (siblings).

 


Article 3.136. Affinity


1. Affinity shall mean a relationship that exists, as a result of marriage, between one of the spouses and the kindred of the other spouse (stepson, stepdaughter, stepfather, stepmother, father-in-law, mother-in-law, daughter-in-law, etc.) as well as between the kindred of both spouses (the husband’s brother or sister and the wife’s brother or sister, the husband’s father and mother and the wife’s father or mother, etc.).


2. Affinity shall give rise to legal consequences only in cases provided for by law.

 


CHAPTER X

FILIATION

 


SECTION ONE

GENERAL BASIS FOR FILIATION


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SECTION ONE

GENERAL BASIS FOR FILIATION

 


Article 3.137. Legitimate filiation of a child


1. Legitimate filiation of a child shall be proved in accordance with the procedure laid down in Articles 3.138 to 3.140 of this Code.


2. The mutual rights and duties of a child and his or her parents shall be based on the legitimate filiation of the child.


3. A child’s legitimate filiation from the parents shall be proved from the date of birth and shall create the respective statutory rights and duties from that date.

 


Article 3.138. Proof of legitimate filiation

The parents of a child shall be proved by the record of birth, made in accordance with the procedure laid down in the law regulating the registration of acts of civil status.

 


Article 3.139. Maternal filiation


1. A woman indicated in a birth certificate of a child shall be entered as the child’s mother in the record of birth.


2. A birth certificate of a child shall be drawn up by a health care institution in accordance with the procedure established by the Government. According to the birth certificate of the child, the mother of the child shall be the woman in respect of whom there is no doubt that it was she who gave birth to the child.


3. Where the record of a child’s birth contains no data on the child’s mother or where the maternity of the child has been successfully contested, the child’s mother may be established by the court in an action filed by the woman who considers herself to be the child’s mother, by the adult child, by the child’s father or guardian/curator or by the state institution for the protection of the child’s rights.


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Article 3.140. Paternal filiation


1. Where a married woman gives birth to a child, although the child has been conceived before the marriage, the spouse of the child’s mother shall be identified as the child’s father in the record of the child’s birth.


2. Where a child is born within 300 days of the date of separation or the annulment of the marriage or divorce or the death of the husband, the former spouse of the child’s mother shall be recognised as the child’s father.


3. Where a mother who contracted a new marriage within 300 days of the dissolution of her previous marriage gives birth to a child, the new spouse of the mother shall be considered to be the child’s father.


4. Where an unmarried woman gives birth to a child more than 300 days after the dissolution of her previous marriage, the man who has acknowledged his paternity in accordance with the procedure laid down in this Book or whose paternity has been established by a court judgment may be entered as the child’s father in the record of the child’s birth.


5. Where a divorced mother gives birth to a child within 300 days of the divorce, the child’s mother, her former spouse and the man who acknowledges his paternity of the child shall have the right to file a joint application seeking that the man who acknowledges his paternity of the child be identified as the child’s father. After the court approves such a joint application, the man who acknowledges his paternity of the child rather than the former spouse of the child’s mother shall be entered in the record as the child’s father.

 


SECTION TWO

ACKNOWLEDGEMENT OF PATERNITY


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SECTION TWO

ACKNOWLEDGEMENT OF PATERNITY

 


Article 3.141. Conditions for the acknowledgement of paternity


1. Where the record of a child’s birth contains no data on the child’s father, the paternity of the child may be established on the basis of the application of the man who considers himself to be the father of the child.


2. Where a child is born to a married mother or a child is born within 300 days of the dissolution of the marriage, the paternity of the child may be established on the basis of an application, provided the paternity of the present or former spouse of the mother has been successfully contested.


3. If paternity established on the basis of an application acknowledging paternity has been contested, establishment of paternity on another application acknowledging paternity shall be inadmissible.


4. There shall be no limitation period applicable to acknowledgement of paternity.


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Article 3.142. Procedure for acknowledging paternity


1. The man who considers himself to be the father of a child together with the mother of the child shall have the right to refer to a notary public for approval of an application acknowledging paternity.


2. Where a child has attained the age of ten, an application for acknowledging paternity may be approved only with a written consent of the child.


3. Where the person acknowledging paternity is a minor, the approval of an application acknowledging paternity shall require the written consent of the minor’s parents, guardians or curators. Where the parents, guardians or curators refuse to give their consent, such a leave may be handed down by the court at the minor’s request.


4. An application acknowledging paternity may not be approved without the consent of a child who is of full age.


5. A notary public must send an application acknowledging paternity to a local register office electronically no later than on the next working day after the approval of the application.


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Article 3.143. Acknowledgement of paternity before a child’s birth


1. Where there are circumstances that will prevent the man who considers himself to be the father of a child conceived but not yet born from applying to a notary public for the acknowledgement of paternity after the birth of the child, he and the child’s future mother may apply to a notary public for the approval of the application acknowledging paternity during the period of pregnancy.


2. An application acknowledging paternity before a child’s birth shall be accompanied by a certificate of pregnancy issued by a medical institution.


3. Where, before a child’s birth, the child’s mother marries the man who has filed an application acknowledging paternity of the child or another man, the paternity of the child may not be proved after the birth of the child on the basis of that application.


4. Where a child’s mother or the man withdraws an application acknowledging paternity which is approved in accordance with the procedure laid down by this Article before the birth of the child is recorded with a register office, the child’s paternity on the basis of that application shall not be registered.


5. A notary public must send electronically an application acknowledging paternity or an application withdrawing acknowledgement of paternity to a local register office no later than on the next working day after the approval of the application.


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Article 3.144. Acknowledgement of paternity without the consent of a child’s mother


1. Where a child’s mother is dead, legally incapable in this area or otherwise unable to file together with the child’s father a joint application acknowledging paternity, or the parents or guardians/curators of the man who considers himself to be the father of the child, but who is a minor, legally incapable or of limited legal capacity in this area refuse to recognise his paternity, or a child who has attained the age of ten does not give his or her written consent, the application acknowledging paternity may be considered a valid basis for the registration of paternity if the court approves the application.


2. In examining an application acknowledging paternity, where a child’s mother is dead, legally incapable in this area or otherwise unable to file a joint application with the man who considers himself to be the father of the child, the court must require that the child’s father adduce evidence proving his paternity of the child.


3. An application acknowledging paternity may not be approved without the consent of a child who is of full age.

 


Article 3.145. Examination of an application acknowledging paternity


1. The court shall examine an application acknowledging paternity in accordance with the simplified procedure.


2. No later than on the next working day after the entry into force of a court judgment approving an application acknowledging paternity, the court must send this judgment electronically to the register office that has registered the birth of a child.


3. Where an application acknowledging paternity is contested by the parents or guardians/curators of the man who considers himself to be the father of the child, but who is a minor, legally incapable or of limited legal capacity in this area, the application shall be submitted to the court to be examined in contentious proceedings.


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SECTION THREE

ESTABLISHMENT OF PATERNITY

 


Article 3.146. Conditions for establishment of paternity


1. Where a child is born to an unmarried mother and in the absence of acknowledgement of paternity, paternity may be established by the court.


2. Where a child is born to a married woman or the child’s paternal filiation has been proved on the basis of an application acknowledging the child’s paternity, establishment of paternity shall be possible only after successfully contesting the data on the child’s father contained in the record of the child’s birth.


3. Paternity of a deceased person may be established only if the person had offspring.

 


Article 3.147. Persons entitled to apply for establishment of paternity


1. Where a child is born to an unmarried mother or the data on the father contained in the record of the child’s birth have been successfully contested, an action for establishment of paternity may be filed by the man considering himself to be the father of the child. The child and the child’s mother shall act as defendants in such an action.


2. If a child’s father refuses to acknowledge his paternity by an application acknowledging paternity or if a child’s father is dead, an action for establishment of paternity may be filed by the child’s mother or the child after having attained full legal capacity or the child’s guardian/curator or a state institution for the protection of the child’s rights or the descendants of a deceased child.


3. No later than on the next working day after the entry into force of a judgment on establishment of paternity, the court shall send this judgment electronically to the register office that has registered the birth of a child.


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Article 3.148. Grounds for establishing paternity


1. Grounds for establishing paternity shall be scientific evidence (conclusions of expert examinations on consanguinity determination) and other means of proof provided for in the Code of Civil Procedure. If the parties refuse to undergo expert examination, a child’s paternity may be established on the basis of facts that have a sufficient evidential value, such as cohabitation between the child’s mother and the presumed father of the child, their joint participation in the upbringing and maintenance of the child and other evidence.


2. If the defendant refuses expert examination, the court, having regard to the circumstances of the case, may treat such a refusal as proof of the defendant’s paternity of the child.

 


SECTION FOUR

CONTESTING PATERNITY OR MATERNITY

 


Article 3.149. Conditions for contesting paternity or maternity


1. Data on the mother or father of a child contained in the record of the child’s birth may be contested only in court.


2. Data on the mother or father of a child entered in the record of the child’s birth on the basis of a final judgment having legal effect may not be contested.

 


Article 3.150. Grounds for contesting paternity or maternity


1. The paternity of a child born to a married couple or within 300 days of the dissolution of marriage may be contested only by proving that the person cannot be the father of the child.


2. The maternity or paternity of a child acknowledged on the basis of an application acknowledging paternity may be contested only by proving that the child’s mother or father is not the biological parent of the child.


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Article 3.151. Persons entitled to file an action for contesting paternity or maternity


1. Actions for contesting paternity or maternity may be filed by a person entered in the record of the child’s birth as the child’s mother or father, or a person who, although not recorded as the child’s mother or father in the record of the child’s birth, considers himself the mother or the father of the child, or the parents or guardians/curators of the minor entered in the record of the child’s birth as the child’s father, or a child who is of full age, or a minor on attaining full legal capacity.


2. Where a child’s mother or father is legally incapable in this area or of limited legal capacity in this area, an action for contesting maternity or paternity may be filed by his or her guardians/curators.


3. An action for contesting paternity of a deceased man may be filed by his descendants if the person recorded as the child’s father died within the limitation period provided for in Article 3.152 of this Code.


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Article 3.152. Limitation period


1. The limitation period for filing an action for contesting paternity or maternity shall be one year. The period shall be calculated from the day on which the plaintiff became aware of the disputed data in the record of the child’s birth or on which certain circumstances giving reason to believe that the data are false transpired.


2. Where the persons entered in the record of the child’s birth as a child’s mother or father became aware of such a record at the time when they were minors or legally incapable in this area or of limited legal capacity in this area, the one-year limitation period shall be calculated from the day on which they attained full age or full legal capacity in this area.


3. No later than on the next working day after the entry into force of the judgment on the annulment of paternity or maternity, the court must send this judgment electronically to the register office that has registered the birth of a child.

 


Article 3.153. Mandatory participation of the state institution for the protection of the child’s rights

In hearing disputes over contesting of paternity or maternity or over establishment of paternity or maternity, the participation of the state institution for the protection of the child’s rights shall be mandatory.

 


SECTION FIVE

ARTIFICIAL INSEMINATION

 


Article 3.154. Legal regulation of artificial insemination

The conditions, mode, procedures of artificial insemination as well as matters related to paternity or maternity of a child born from artificial insemination shall be regulated by other laws.

 


CHAPTER XI

PARENTS’ RIGHTS AND DUTIES IN RESPECT OF THEIR CHILDREN

 


SECTION ONE

PARENTAL AUTHORITY


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SECTION ONE

PARENTAL AUTHORITY

 


Article 3.155. Substance of parental authority


1. Until they attain majority or emancipation, children shall be cared for by their parents.


2. Parents shall have the right and the duty to properly bring up and care for their children, care for their health, maintain them and, having regard to their physical and mental state, create favourable conditions for their full and harmonious development in order to prepare the child for an independent life in society.

 


Article 3.156. Equality of parental authority


1. The father and the mother shall have equal rights and duties in respect of their children.


2. Parents shall have equal rights and duties in respect of their children irrespective of whether a child was born to a married or unmarried couple, after divorce or judicial nullity of the marriage or separation and irrespective of whether the child’s domicile is determined by a court judgment awarded in favour of one of the parents.

 


Article 3.157. Representation of children


1. Legally incapable minor children shall be represented by their parents under the law, except where the parents have been declared legally incapable in this area or of limited legal capacity in this area by a court judgment and in other cases specified in this Code.


2. Guardians/curators shall represent minor children upon presentation of a document confirming representation.


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Article 3.158. Authority of minor parents


1. Minor parents with full legal capacity shall have all personal rights and duties in respect of their children.


2. Minor parents who are legally incapable or of limited legal capacity shall have the right to live together with their child and be involved in the child’s upbringing. In such cases, a guardian/curator shall be appointed for the child in accordance with the procedure laid down in this Book.


3. On attaining majority or full legal capacity, parents shall acquire all the rights and duties in respect of their children.

 


Article 3.159. Mandatory exercise of parental authority


1. A father’s or mother’s surrender of the rights and duties in respect of his or her minor children shall be null and void.


2. Parents shall be jointly and equally responsible for the upbringing and care of their children.


3. Parental authority may not be used contrary to the interests of a child.


4. Failure to exercise parental authority shall be subject to liability under the law.

 


Article 3.160. End of parental authority


1. Parental rights and duties shall end when a child attains majority or full legal capacity.


2. In certain cases, taking into consideration the child’s interests, parental authority may be restricted temporarily or indefinitely or the child may be separated from the parents in accordance with the procedure laid down in this Book.

 


SECTION TWO

CHILDREN’S RIGHTS AND DUTIES


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Article 3.161. Children’s rights


1. Every child shall have the inalienable right to life, healthy development and a name and surname from birth.


2. A child shall have the right to know his parents unless that prejudices his interests or the law provides otherwise.


3. A child shall have the right to live with his parents, be brought up and cared for in his parents’ family, have contact with his parents irrespective of whether the parents live together or separately and have contact with his relatives unless that prejudices the child’s interests.


4. Children shall have no ownership rights to the property of their parents and the parents shall have no ownership rights to the property of their children. Children’s property rights shall be defined in this Book and the other Books of this Code.


5. Children born to unmarried parents and children born to married parents shall have equal rights.


6. Children’s rights shall not be affected by their parents’ divorce, separation or nullity of marriage.

 


Article 3.162. Children’s duties

Children shall owe respect to their parents and perform their duties to their parents diligently.


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Article 3.163. Assurance of children’s rights


1. The rights of minor children shall be assured by their parents.


2. The rights of children deprived of parental care shall be assured by the guardian/curator in accordance with the procedure laid down in this Book.


3. Where decisions relating to a minor child give rise to a conflict of interest between the child and his parents or guardian/curator or between the parents of the child, the court may appoint, ex officio or at the request of either of the parents or guardian/curator of the child or the state institution for the protection of the child’s rights, an ad hoc guardian to represent the child in a specific dispute. The procedure for selecting the ad hoc guardian shall be established by the Government or an institution authorised by it. The rules of Chapters XVII and XVIII of this Book shall apply mutatis mutandis to the activities of the ad hoc guardian.


4. After a minor attains full legal capacity, the protection of his rights shall be his own responsibility.


5. If the parents or guardians/curators abuse their children’s rights, measures to assure the children’s rights may be taken by the state institution for the protection of the child’s rights or a public prosecutor.


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Article 3.164. Involvement of a minor in the assurance of his rights


1. In considering any issue related to a child, the child, if capable of formulating his views, must be heard directly or, where that is impossible, through a representative. Any decisions on such an issue must be taken with regard to the child’s wishes unless they are contrary to the child’s interests. In making a decision on the appointment of a child’s guardian/curator or on a child’s adoption, the child’s wishes must be given paramount consideration.


2. If a child considers that his parents abuse his rights, the child shall be entitled to apply to the state institution for the protection of the child’s rights or, on attaining the age of fourteen, to bring the matter before the court.

 


SECTION THREE

PERSONAL PARENTAL RIGHTS AND DUTIES

 


Article 3.165. Substance of personal parental rights and duties


1. Parents shall have the right and duty to bring up their children; they shall be responsible for their children’s upbringing and development, their health and spiritual and moral guidance. Parents shall have priority over other persons in performing these duties.


2. Parents must create conditions for their children to study during their statutory school age.


3. Parents shall decide all matters related to the upbringing of their children by mutual agreement. In case of disagreement of the parents, the disputed matter shall be resolved by the court.


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Article 3.166. Giving a child a name


1. Every child shall be given a name by his parents.


2. A child may be given two names.


3. A child shall be given a name(s) by mutual agreement of the parents. Where the mother and the father fail to agree on the child’s name, the child shall be given a name by a judicial order.


4. When registering the birth of a child whose parents’ identity is not known, the child shall be given a name by the state institution for the protection of the child’s rights.

 


Article 3.167. Giving a child a surname


1. Every child shall be given his parents’ surname.


2. Where the surnames of a child’s parents differ, the child shall be given, by parental agreement, the mother’s or the father’s surname or a double surname consisting of the surnames of the father and the mother. Where the mother and the father fail to agree on the child’s surname, the child shall be given a surname by a judicial order.


3. When registering the birth of a child whose parents’ identity is not known, the child shall be given a surname by the state institution for the protection of the child’s rights.


4. The grounds and procedures for changing a child’s name or surname shall be established by the Minister of Justice.


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Article 3.168. Child’s residence


1. A minor child’s residence shall be determined in accordance with the rules of Book Two of this Code.


2. A child may not be separated from his parents against his will, except in cases provided for in this Book.


3. Parents shall have the right to demand the return of their children from any person who keeps them against the law or a court judgment.

 


Article 3.169. Child’s residence where the parents are separated


1. Where the parents are separated, a child’s residence shall be determined by mutual agreement of the parents.


2. In the event of a dispute over a child’s residence, the child’s residence shall be determined by a judgment awarded by the court in favour of one of the parents.


3. No longer effective from 2 January 2017.


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Article 3.170. Right of a separated parent to have contact with the child and be involved in the child’s upbringing


1. The father or the mother who lives separately from a child shall have the right and duty to have contact with the child and be involved in the child’s upbringing.


2. A child whose parents are separated shall have the right to have constant and direct contact with both parents irrespective of their residence.


3. Where the parents fail to agree as to the involvement of the separated father or mother in the upbringing of and contact with the child, the procedure of the separated parent’s contact with the child and involvement in the child’s upbringing shall be determined by the court.


4. The father or the mother with whom a child resides and/or with whom the child’s domicile has been determined by a court judgment may not interfere with the other parent’s contacts with the child or involvement in the child’s upbringing. Failure to comply with this obligation shall be regarded as an abuse of parental authority, which will make the father or the mother liable in accordance with the procedure established by law.


5. The father or the mother who lives separately from a child shall have the right to receive information about the child from all the institutions and authorities concerned with the child’s upbringing, education, healthcare and protection of the child’s rights, as well as other institutions and authorities that have contact with the child. Such information may be denied only in cases where the child’s life or health is imperilled by the mother or the father and in cases provided for by law.


6. The refusal of authorities, organisations, institutions or natural persons to provide information to the parents about their children may be brought before the court.


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Article 3.171. Contact with a child and involvement in the child’s upbringing under special circumstances

Parents shall maintain contact with and be involved in the upbringing of a child under special circumstances (detention, arrest, imprisonment, in-patient healthcare institution, etc.) in accordance with the procedure laid down by law.

 


Article 3.172. Contact of other relatives with a child

Parents (or, in their absence, guardians/curators) shall be obliged to create conditions for a child to associate with his close relatives and other relatives with an emotional connection to the child provided that it is consistent with the child’s interests.

 


SECTION FOUR

DISPUTES OVER CHILDREN

 


Article 3.173. Disputes over the name or surname of a child


1. If a child’s parents fail to agree on a name or surname to be given to the child, the child’s father, mother or the parents (guardians/curators) of the child’s legally incapable minor parents shall have the right to refer to the court for giving the child a name or a surname.


2. The court shall deal with a request for giving a child a name or a surname in the simplified procedure and, having heard the parents or having received their written explanations, shall hand down a judicial order.


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Article 3.174. Disputes over the determination of a child’s residence


1. A child’s father or mother, as well as the parents or guardians/curators of the child’s minor parents who do not have full legal capacity may refer to the court for determination of the child’s residence.


2. The court shall resolve a dispute acting in the interest of a child and having regard to the child’s wishes. The child’s wishes may be disregarded only if they are contrary to the best interests of the child.


3. The right to take a minor child domiciled in the Republic of Lithuania to a foreign state for permanent residence shall be vested in the parent with whom the child’s residence is determined only upon the written consent of the other parent. Where the other parent refuses to give the consent, the dispute shall be settled by the court.


4. Where the circumstances change or where the parent with whom a child’s residence is determined lets other persons reside with and bring up the child, the persons specified in Article 3.174(1) may bring a repeat action for the determination of the child’s residence.


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Article 3.175. Disputes of separated parents over contact with a child or involvement in the upbringing of the child


1. A child’s father, mother or the parents (guardians/curators) of the child’s legally incapable minor parents may refer to the court for establishing a procedure for contact with or involvement in the child’s upbringing.


2. The court shall establish the procedure for a separated parent’s contact with a child by having regard to the child’s interests and by creating a possibility for the separated parent to be involved in the upbringing of the child to the greatest extent possible. Minimum contact with the child may be ordered only in cases where constant maximum contact is prejudicial to the child’s interests.


3. Where the circumstances change, the persons specified in paragraph 1 of this Article may bring a repeat action for establishing a procedure for contact with or involvement in the child’s upbringing.


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Article 3.176. Disputes over a child’s contact with his or her relatives


1. If the parents refuse to create conditions for a child to have contact with his or her close relatives and other relatives with an emotional connection to the child, the state institution for the protection of the child’s rights may obligate the parents to create such conditions for the child’s contact with his or her close relatives and other relatives with an emotional connection to the child.


2. The state institution for the protection of the child’s rights may refuse to obligate the parents to create conditions for their child’s contact with his or her close relatives and other relatives with an emotional connection to the child where such contact is contrary to the child’s interests.


3. Where the parents fail to comply with the obligation of the state institution for the protection of the child’s rights or the child’s close relatives and other relatives with an emotional connection to the child do not agree with the decision of the state institution for the protection of the child’s rights refusing to obligate the child’s parents to create conditions for their contact with the child, the child’s close relatives and other relatives with an emotional connection to the child may refer to the court.


4. The court, having regard to a child’s interests, may obligate the parents to create conditions for their child’s contact with the close relatives and other relatives with an emotional connection to the child provided it is not contrary to the child’s interests.

 


Article 3.177. Child’s right to express his or her views

When examining disputes over children, the court must hear the child capable of expressing his or her views and ascertain the wishes of the child.


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Article 3.178. Mandatory participation of the state institution for the protection of the child’s rights


1. The state institution for the protection of the child’s rights must participate in the examination of disputes over children.


2. Having investigated the conditions of the family environment, the state institution for the protection of the child’s rights shall present its conclusion to the court unless the case is heard on the basis of an action brought by the state institution for the protection of the child’s rights. In adjudicating on the dispute, the court shall take into consideration not only the conclusion of the state institution for the protection of the child’s rights, but also the wishes of the child and other evidence adduced by the parties. The requirements for the content of the conclusion referred to in this paragraph shall be approved by an institution authorised by the Government.

 


SECTION FIVE

RESTRICTION OF PARENTAL AUTHORITY


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Article 3.179. Separation of parents and children


1. Where the parents (the father or the mother) do not live together with a child for objective reasons (illness, etc.) and the court has to decide where the child is to live, the court may decide to separate the child from the parents (the father or the mother). Where only one of the parents is affected by unfavourable circumstances while the other parent can live with and bring up the child, the child shall be separated only from the former parent.


2. A child separated from the parents shall retain all the personal and property rights and duties based on consanguinity.


3. When a child is separated from the parents (the father or the mother), the parents shall lose their right to live together with the child or demand the return of the child from other persons. The parents may exercise their other rights in so far as that is possible without living together with the child.


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1. Where the parents (the father or the mother) fail in their duties to bring up their children, abuse their parental authority, subject their children to cruel treatment, produce a harmful effect on their children by their immoral conduct or neglect their children, the court may award a judgment on temporary or indefinite restriction of parental authority (that of the father or the mother).


2. Where, on the basis established in point 3 of Article 3.254 of this Code, a child is placed under temporary guardianship, the state institution for the protection of the child’s rights shall, within 60 calendar days from placing the child under temporary guardianship, refer to the court for the restriction of parental authority (that of the father or the mother) unless, after placing the child under temporary guardianship, the parents (the father or the mother) are trying to change their conduct or there are other reasons allowing the state institution for the protection of the child’s rights to reasonably assume that there is a real opportunity for returning the child to the family.


3. The court shall make judgments for temporary or indefinite restriction of parental authority having regard to the specific circumstances due to which the restriction of parental authority is sought. Parental authority may be restricted indefinitely where the court makes a conclusion that the parents (the father or the mother) cause particular harm to the development of the child or neglect the child and there is no indication that the situation is likely to change.


4. Temporary or indefinite restriction of parental authority shall involve the suspension of the personal and property rights of the parents based on consanguinity and stipulated by law. The parents, however, shall retain the right of visitation, except where that is contrary to the child’s interests. In the event of indefinite restriction of parental authority, the child may be adopted without the consent of the parents.


5. Restriction of parental authority shall extend only to the children and to the parent in respect


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Restriction of parental authority shall extend only to the children and to the parent in respect of whom the court has awarded its judgment.


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Article 3.181. Lifting of the restriction of parental authority or change of the mode of restriction


1. The separation of a child from the parents (the father or the mother) shall be revoked upon disappearance of the circumstances that caused separation.


2. Temporary or indefinite restriction of parental authority may be lifted if it is proved that the parents (the father or the mother) have changed their conduct and can bring up their child and if the lifting of the restriction is not contrary to the interests of the child.


3. Where the circumstances have changed, but there are insufficient grounds for complete lifting of the indefinite restriction of parental authority, the indefinite restriction of parental authority may be replaced with the temporary restriction of parental authority.


4. If it transpires that the conditions preventing a child from living together with the parents remain after the lifting of the temporary or indefinite restriction of parental authority, the temporary or indefinite restriction of parental authority may be replaced with the separation of the child from the parents.


5. Where the parents (the father or the mother) separated from their children exercise their parental authority contrary to the interests of the children, their parental authority may be subject to temporary or indefinite restriction.


6. Restriction of parental authority may be lifted only if a child has not been adopted.


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Article 3.182. Persons entitled to seek restriction of parental authority or lifting of the restriction of parental authority


1. An application for the separation of a child from the parents (the father or the mother) may be filed by the child’s parents or close relatives or the state institution for the protection of the child’s rights or a public prosecutor.


2. An action for temporary or indefinite restriction of parental authority may be brought by one of the parents or close relatives or the state institution for the protection of the child’s rights or a public prosecutor or the guardian/curator of the child.


3. An action for lifting of the restriction of parental authority may be brought by the parents (the father or the mother) in respect of whose parental authority the restriction has been applied.


4. An application for cancellation of the separation of a child from the parents (the father or the mother) may be filed by the parents or one of the parents, or the guardian/curator or close relatives of the child or the state institution for the protection of the child’s rights or a public prosecutor.


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Article 3.183. Examination of applications for the restriction of parental authority


1. Applications for cancellation of the separation of children from the parents shall be examined in a simplified procedure. If it transpires that there is a ground for temporary or indefinite restriction of parental authority, an application shall be referred to the court to be adjudicated in contentious proceedings.


2. In examining actions for the restriction of parental authority or applications for the separation of a child from the parents referred to it for adjudication in contentious proceedings, the court shall not be bound by the claims made and shall award a judgment in the light of the situation in hand and the interests of the child.


3. The court shall hear a child capable of expressing his or her views and take such views into account.


4. Having made a judgment to restrict parental authority, the court shall simultaneously, by the same judgment, determine the domicile of a child before the judgment on guardianship/curatorship of the child comes into force, and award maintenance to the child.


5. No later than six months after the coming into force of the judgment to temporarily restrict parental authority (that of the father or the mother), the state institution for the protection of the child’s rights and, where appropriate, a public prosecutor shall refer to the court for extension of the temporary restriction of parental authority (that of the father or the mother) or for the indefinite restriction of parental authority (that of the father or the mother).


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Article 3.184. Mandatory participation of the state institution for the protection of the child’s rights


1. The state institution for the protection of the child’s rights must participate in the examination of cases for the restriction of parental authority.


2. Having investigated the conditions in the family environment, the state institution for the protection of the child’s rights shall present its conclusion to the court unless an action is brought by the same state institution for the protection of the child’s rights. The court shall take the said conclusion into consideration together with the evidence adduced in the case.

 


CHAPTER XII

MUTUAL PROPERTY RIGHTS AND DUTIES OF PARENTS AND CHILDREN

 


SECTION ONE

PARENTAL RIGHTS AND DUTIES RELATED TO

THE PROPERTY OWNED BY THE CHILDREN


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Article 3.185. Management of the property owned by minor children


1. Property owned by minor children shall be managed by the parents by the right of usufruct. The parents’ right of usufruct may not be pledged or sold or otherwise assigned or encumbered; no execution may be made against it.


2. Parents shall manage by mutual agreement the property owned by their minor child. In the event of a dispute over the management of the child’s property, either parent may refer to the court for a judicial order establishing the procedure for the management of the property.


3. Where the parents, or one of the parents mismanage the property owned by their minor child to the detriment of the minor child’s interests, the state institution for the protection of the child’s rights or a public prosecutor may refer to the court for the removal of the parents from the management of the property owned by their minor child. Where warranted, the court shall remove the parents from the management of their minor child’s property, revoke their right of usufruct to the child’s property and appoint another person as an administrator of the minor’s property. Where the grounds for the removal are no longer existent, the court may allow the parents to resume the management of their minor children’s property by the right of usufruct.


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Article 3.186. Duties of the parents in managing their minor children’s property


1. Parents must manage their minor children’s property by acting exclusively in the interests of the children.


2. The parents may use the fruits and income derived from the property owned by the minor child to meet the needs of the family by taking into account the child’s interests.


3. In managing the property of their minor child, the parents shall have no right to acquire, directly or through intermediaries, this property into their ownership or any rights thereto. This rule shall also be applicable to auctioning the minor’s property or rights thereto. An action to have such transactions declared null and void may be brought by the child or the child’s successors.


4. The parents of a minor child shall be prohibited from entering into a contract of assignment of claim under which they would acquire the right of claim to their minor child’s property or rights thereto.

 


Article 3.187. Property of minor children not subject to the right of usufruct

Parents shall have no right to manage the property of their minor children by the right of usufruct if that property:


1) has been acquired with the money earned by the child;


2) is intended for the purposes of the child’s education, hobbies or leisure;


3) has been devolved to the child by donation or succession on condition that it will not be made subject to usufruct.


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Article 3.188. Transactions relating to a minor child’s property


1. Without the prior leave of the court, parents shall have no right to:


1) alienate or charge their minor children’s property or otherwise encumber the rights thereto;


2) accept or decline to accept inheritance on behalf of their minor children;


3) enter into a lease agreement in respect of their minor children’s property for a period longer than five years;


4) enter into an arbitration agreement on behalf of their minor children;


5) enter into a loan agreement on behalf of their minor children for an amount exceeding four minimum monthly wages;


6) invest the funds of their minor children in excess of ten minimum monthly wages.


2. If a transaction causes a conflict of interests between the minor children of the same parents or between a minor child and the child’s parents, the court shall, on the application of either of the parents, appoint an ad hoc guardian as to the transaction.


3. Where there is a conflict of interests between a minor child and one of the child’s parents, the child’s interests shall be represented and transactions shall be entered into by the parent whose interests do not conflict with those of the child.


4. A breach of the rules laid down in paragraphs 1, 2 and 3 of this Article may cause the transaction to be declared null and void in an action brought by the child, one of the child’s parents or their successors.


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Article 3.189. Prohibition to assign or encumber the right of usufruct


1. Parents who manage their minor children’s property by the right of usufruct may not assign or pledge or otherwise encumber the right of usufruct.


2. The claims of the creditors of minor children’s parents may not be levied against the property of the minor children or against the right of usufruct of their parents.

 


Article 3.190. Right of usufruct where the property is managed by only one of the parents


1. Where parental authority is exercised only by one of the parents of a minor child, the child’s property shall be managed by the right of usufruct only by that parent. In the event of divorce or legal separation of the parents, the right to manage the minor child’s property shall be exercised by the parent with whom the domicile of the child has been established by a court judgment.


2. If the father or mother of a minor child enters into a new marriage, he or she shall retain the right of usufruct in respect of the minor child’s property, but shall be obliged to transfer all the fruits and income derived from the property to the child’s bank account and to maintain separate accounts for the fruits in excess of the expenses for the child’s development (upbringing, education, maintenance). If the new spouse of the child’s father or mother adopts the child, he or she shall also acquire the right to manage the property.


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Article 3.191. End of the property management and right of usufruct


1. Parents shall lose the right to manage their minor children’s property by the right of usufruct when:


1) the minor is emancipated under law;


2) the minor contracts a marriage in accordance with the procedure laid down by law;


3) the minor reaches the age of majority;


4) the court removes the parents from the management of the property;


5) the court separates the children from the parents or restricts their parental authority.


2. Where the parents (or one of the parents with whom the child resides) continue to use the child’s property after the end of the right of usufruct, they shall be obliged to return the property and all the income and fruits derived from the child’s property to the child from the moment when the child or the child’s representative requests so.

 


SECTION TWO

MUTUAL MAINTENANCE DUTIES OF PARENTS AND CHILDREN

 


Article 3.192. Parents’ duty to maintain their children


1. Parents shall be obliged to maintain their minor children. The procedure and form of maintenance shall be determined by mutual agreement of the parents.


2. The amount of maintenance must be commensurate with the needs of the minor children and the financial situation of their parents; it must ensure the existence of conditions necessary for a child’s development.


3. Both parents must provide maintenance to their minor children commensurate with their financial situation.


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Article 3.1921.  Parents’ duty to maintain their full-age children


1. If circumstances permit, parents shall be obliged to maintain their full-age children who study under a secondary education programme or under a formal vocational training programme to acquire their first qualification or study at a higher education institution under a programme of full-time studies and who are under twenty-four years of age and need material support, taking into account the financial situation, income and earning opportunities of full-age children and other important circumstances. Parents shall not be obliged to support full-age children who pursue a subsequent education degree or professional qualification.


2. Where the parents (or one of the parents) fail in the duty to maintain their full-age child, the child shall be entitled to refer to the court for obtaining a maintenance order.


3. In issuing a maintenance order and determining the amount of maintenance, the court shall have regard to the financial situation of the child’s family and that of his or her parents as well as other important circumstances of the case.


4. Articles 3.192, 3.193, 3.194, 3.196, 3.197, 3.198, 3.199, 3.200, 3.201, and 3.208 of this Code shall apply mutatis mutandis to the procedure of maintenance of full-age children.


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Article 3.193. Parental agreement on the maintenance of their minor children


1. On divorce by mutual agreement (Article 3.51 of this Code) or on separation (Article 3.73 of this Code), the parents of minor children shall conclude an agreement providing for their mutual duties in maintaining their minor children as well as the procedure, amount and form of such maintenance. The agreement shall be approved by the court (Article 3.53 of this Code).


2. Parents of minor children may conclude an agreement on the maintenance of their children also when their divorce is based on other grounds.


3. If one of the parents does not comply with the agreement on the maintenance of their minor children approved by the court, the other parent shall be entitled to refer to the court for the issuance of a writ of execution.


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Article 3.194. Maintenance orders


1. Where the parents (or one of the parents) fail in the duty to maintain their minor children, the court may issue a maintenance order in an action brought by one of the parents or the child’s guardian/curator or the state institution for the protection of the child’s rights.


2. A maintenance order may also be issued if on divorce or on separation the parents did not agree on the maintenance of their minor children in accordance with the procedure provided for in this Book.


3. The court shall issue a maintenance order until a child attains majority, except in cases when the child lacks capacity for work due to a disability determined before the age of majority.


4. The enforcement of a maintenance order shall be terminated when a child:


1) is emancipated;


2) attains majority;


3) is adopted;


4) dies.


5. If the person obliged to pay maintenance dies, the duty of maintenance shall pass to his or her successors within the limits of the inherited property, irrespective of the way the succession is accepted under Book Five of this Code.

 


Article 3.195. Maintenance duty when children are separated from their parents

The parents’ duty to maintain their minor children shall be retained after the separation of the children from their parents or the restriction of parental authority, except in cases where the child is adopted.


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Article 3.196. Form and amount of maintenance


1. The court may issue a maintenance order obligating the parents (one of the parents) who fail in their duty to maintain their children to provide maintenance to their minor children in the following ways:


1) periodical monthly payments;


2) a definite lump sum;


3) award of certain property to the child.


2. Pending the outcome of the case, the court may issue a ruling on interim maintenance.

 


Article 3.197. Judicial pledge (hypothec)

If necessary, in issuing a maintenance order the court may institute pledge (hypothec) against the property of the parents (one of the parents). If the court judgment on the enforcement of the maintenance order is not executed, the enforcement shall be levied against the property subject to the pledge (hypothec) in accordance with the procedure laid down by law.

 


Article 3.198. Maintenance orders in respect of two or more children


1. In issuing a maintenance order in respect of two or more children, the court must determine the amount of maintenance sufficient to meet at least the minimum needs of all the children.


2. The amount of maintenance recovered must be used in equal proportions for all children unless overriding reasons (illness, etc.) make it necessary to derogate from the principle of equality.

 


Article 3.199. Categories of income subject to recovery under maintenance orders

Maintenance payments for minor children shall be recovered from the wages and all the other categories of income of the father or mother obliged to pay maintenance.


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Article 3.200. Date on which a maintenance order becomes operative

A maintenance order shall become operative from the date on which the right to maintenance arises; the arrears in maintenance payments, however, may not be enforced for a period exceeding three years from the date of bringing an action.

 


Article 3.201. Changing the amount and form of maintenance


1. In an action brought by a child, the child’s father or mother, the state institution for the protection of the child’s rights or a public prosecutor, the court may reduce or increase the amount of maintenance if, after the award of the maintenance order, the financial situation of the parties has changed substantially.


2. An increase in the amount of maintenance may be ordered if there are additional expenses related to the care for the child (illness, injury, need for nursing or permanent attendance). If necessary, the court may issue an order for covering the future expenses related to the medical treatment of the child.


3. At the request of the persons referred to in paragraph 1 of this Article, the court may change the previously established form in which maintenance must be provided.


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Article 3.202. Enforcement of maintenance when a child is placed under guardianship/curatorship


1. If a child is placed under guardianship/curatorship, maintenance shall be paid to the guardian/curator, who must use it exclusively for the interests of the child.


2. If a child receiving maintenance under a judicial order resides at a child care institution, the maintenance shall be paid to the child care institution. In such a case, the child care institution shall open a bank account for every child receiving maintenance with a credit institution controlled by the State. The funds on the bank account may be used, in accordance with the procedure established by law, only by the child for his or her own needs or the child’s guardian/curator in the child’s interests.

 


Article 3.203. Use of maintenance


1. Child maintenance must be used only in the child’s interests.


2. Under a judicial order issued in an action brought by the representatives of the child, the state institution for the protection of the child’s rights or a public prosecutor, maintenance used by the child’s parents, guardians/curators for purposes other than the child’s interests shall be recovered against the property of the person who has used the child’s maintenance not in the interests of the child.


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Article 3.204. Children maintained by the State


1. The State shall maintain minor children receiving no maintenance, for a period of more than one month, from their parents or other adult close relatives who are in a position to maintain the children.


2. The amount, procedure and conditions of such maintenance shall be established by the Government.


3. After providing maintenance to minor children under this Article, the State shall have the right of recourse to recover the maintenance provided to a child from the child’s parents or his other adult close relatives if they failed to provide maintenance to the child for reasons the court declared to be insufficient.

 


Article 3.205. Duty of adult children to maintain their parents


1. Adult children shall be obliged to maintain and care for their parents lacking capacity for work and in need of support.


2. Maintenance shall be paid according to a mutual agreement between the children and parents or on the basis of the court order issued in an action brought by the parents.


3. Maintenance shall be provided in monthly payments of an established amount.


4. The amount of maintenance shall be determined by the court having regard to the financial situation of the children’s family and that of the parents as well as other important circumstances of the case. In establishing the amount of the maintenance, the court must take into account the duty of all the adult children of the parent(s) to maintain their parent(s), irrespective of whether the action for maintenance has been brought against all the children or only one of them.


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Article 3.206. Rejection of the parents’ claims to maintenance


1. The court may relieve adult children of their duty to maintain their parents lacking capacity for work if it establishes that the parents had failed in their duties in respect of their minor children.


2. Where the children had been separated permanently from their parents through the fault of the parents, such parents shall have no right to maintenance.

 


Article 3.207. Compensation for additional expenses of parents lacking capacity for work


1. If adult children do not care for their parents lacking capacity for work, the court may issue an order, in an action brought by the parents, for the compensation of the additional expenses incurred by the parents due to severe illness, injury or indispensable attendance performed by strangers for a consideration.


2. In adjudicating on the compensation for such additional expenses, the court must have regard to the financial situation of the children’s family and that of the parents as well as other important circumstances of the case.

 


Article 3.208. Indexation of maintenance

Where maintenance has been ordered in the form of periodical payments, the amount of maintenance shall be indexed annually, in accordance with the procedure established by the Government, in line with inflation.

 


PART V

ADOPTION

 


CHAPTER XIII

CONDITIONS AND PROCEDURE OF ADOPTION


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CHAPTER XIII

CONDITIONS AND PROCEDURE OF ADOPTION

 


Article 3.209. Children eligible for adoption


1. Adoption shall be possible exclusively in the interests of the child.


2. Only the children who have been included in the list of children available for adoption may be adopted, except in cases where a spouse adopts the other spouse’s child or the child lives in the family of the adopter.


3. Only minor children over the age of three months may be adopted.


4. Adoption of one’s own children, sisters or brothers shall be prohibited.


5. An adopted child may be adopted only by the adoptive father’s/adoptive mother’s spouse.


6. Separation of siblings through adoption shall be allowed in exceptional cases where it is impossible to ensure their life together for health reasons or where the siblings have already been separated due to other circumstances and there are no possibilities to ensure their life together.

 


Article 3.210. Persons entitled to adopt a child


1. The adopter may be an adult working age woman or man duly prepared for adopting a child in accordance with the procedure laid down in the Regulations on the Organisation of Adoption approved by the Government. In exceptional cases, the court may give leave for older persons to adopt a child.


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2. The right to adopt a child may be exercised by married couples. In exceptional cases, an unmarried person or one of the spouses may be allowed to adopt a child.


3. Unmarried persons may not adopt the same child.


4. Persons declared by the court to be legally incapable in this area or of limited legal capacity in this area, persons whose parental authority has been restricted, the former guardians/curators whose guardianship/curatorship has been revoked through their fault in the cases provided for in Article 3.246(3) of this Code, persons from whom the child is separated, and persons with mental and behavioural disorders or other diseases, the list whereof is approved by the Government or an institution authorised by it, shall not be allowed to adopt a child. Persons who have been convicted of a premeditated crime against humanity, human life, liberty, freedom of sexual self-determination and sexual inviolability, child and family, public security, morals, crime endangering human life and health, serious impairment to health, and a crime related to possession of narcotic or psychotropic, toxic or highly active substances, irrespective of whether the conviction has expired or has been expunged in accordance with the procedure laid down by the laws, shall not be allowed to adopt a child. The right of the person convicted for other criminal acts to adopt a child shall be determined by the court, having assessed the nature and gravity of the committed criminal act(s) and having taken account of the child’s interests.


5. Persons who wish to adopt a child (except a parent’s spouse or the relatives) must be put on the list of prospective adopters managed by the state institution for the protection of the child’s rights.


6. No longer effective from 1 January 2018.


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Article 3.211. Age difference between the adopter and the child to be adopted


1. The age difference between the adopter and the child to be adopted must be no less than eighteen years.


2. Where a person adopts the children or adopted children of his or her spouse, the age difference referred to in paragraph 1 of this Article may be reduced to 15 years.


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1. Adoption may be effected only with the written consent of the parents approved by the court.


2. Where the parents of a child to be adopted are minors or legally incapable in this area, adoption may be effected only with the written consent of their parents or guardians/curators approved by the court. Where the parents of a child to be adopted are of limited legal capacity in this area, adoption may be effected only with their written consent and that of their curators approved by the court. Where the curator does not give his or her consent, the written consent to adoption may be approved by the court at the request of a person with limited legal capacity in this area. In this case, additional court approval shall not be required. In all cases referred to in this paragraph, the court must, when examining the case, hear the opinion of the parents of the child to be adopted where the person is able to express the opinion and understand the process, objectives and consequences of adoption. Where the child to be adopted has a permanent guardian/curator appointed in accordance with the procedure laid down by laws and has been placed under guardianship/curatorship of a family, adoption may be effected only with the written consent of the guardian/curator approved by the court. Grounds for refusal to give consent to adoption must be justified. Where the court has established that the grounds for refusal to give consent to adoption are unjustified, the court may make a decision on adoption without the consent of the guardian/curator.


3. The child’s parents may give their consent for the adoption of the child by a specific person only if that person is a relative.


4. Having approved the parents’(guardians’/curators’) written consent to adoption, the court shall issue a ruling in which it shall explicate to the parents (guardians/curators) the consequences of adoption referred to in Article 3.227 of


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parents (guardians/curators) the consequences of adoption referred to in Article 3.227 of this Code and their right to revoke their consent to adoption.


5. Within three working days, the court shall send a copy of the final order confirming the consent to adoption to the state institution for the protection of the child’s rights.


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1. The parents may revoke their consent to adoption before a court judgment is made on the adoption of the child. The consent of the parents who are legally incapable in this area may be revoked by the guardians. The parents declared to be of limited legal capacity in this area may revoke their consent to adoption only jointly with the curators. Where the curators refuse to revoke their consent to adoption, the revocation of consent to adoption may be approved by the court at the request of the persons with limited legal capacity in this area. In this case, additional court approval shall not be required.


2. The application for the revocation of the consent to adoption must be filed by the parents (guardians of the parents legally incapable in this area or the parents with limited legal capacity in this area jointly with their curators) with the state institution for the protection of the child’s rights. Where the child has already been adopted, the state institution for the protection of the child’s rights shall notify the parents of the fact without disclosing the identity of the adopters. Where the application is filed before the day scheduled for the court’s consideration of the application for adoption, the state institution for the protection of the child’s rights shall notify the respective court of the revocation of the consent and refer the application for the revocation of the consent for consideration to the court that approved the consent. The consideration of the application for adoption shall be suspended until the issue of the revocation of the consent is resolved.


3. The court shall not approve the revocation of the consent to adoption where a year has elapsed since the restriction of parental authority, which has not been lifted, or where the court establishes that the parents (guardians of the parents legally incapable in this area or the parents with limited legal capacity in this area jointly with their curators) revoke their consent to adoption only for material gain.


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Article 3.214. Adoption without the consent of the parents

The consent of the parents of the child to be adopted shall not be required where the identity of the parents is not known or where they are dead or where the parental authority has been restricted for an indefinite period or where the parents are declared dead.

 


Article 3.215. Consent of the child to be adopted


1. Where the child to be adopted has reached the age of ten, the child’s written consent to adoption shall be required. The child shall file his or her consent with the court; adoption without such a consent shall not be permitted.


2. Where the child to be adopted is under the age of ten, he must be heard by the court if he or she is capable of expressing his or her views. In taking a decision, the court must take account of the child’s wishes provided they are not contrary to the child’s interests.

 


Article 3.216. Consent to adoption by the adopter’s spouse


1. Where a child is adopted by one of the spouses, the written consent of the other spouse shall be required. Where the other spouse is of limited legal capacity in this area, the written consent of the spouse with limited legal capacity and his curator shall be required. Where the curator does not give his or her consent, the written consent to adoption may be approved by the court at the request of the spouse with limited legal capacity in this area.


2. The consent of the other spouse shall not be required where the spouses are legally separated by a court judgment or where the other spouse has been declared by the court missing or legally incapable in this area.


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Article 3.217. Verification of the readiness for adoption


1. Social workers certified by the state institution for the protection of the child’s rights shall ascertain if there are any bars referred to in Book Three of this Code for the prospective adoptive parents to adopt the child, investigate their living conditions and way of life, collect information on the status of their health and submit a conclusion on the readiness of the prospective adopters to adopt the child.


2. Where the prospective adoptive parents do not agree with the conclusion of the social workers certified by the state institution for the protection of the child’s rights on their readiness to adopt, they may appeal against it in court.


3. The decision on whether the adoptive parents have suitable conditions and are adequately prepared for adoption shall be taken by the court examining the application for adoption.


4. The conclusion on whether there are any legal bars to adoption for prospective adoptive parents who intend to adopt a child abroad and whether they are adequately prepared for adoption shall be approved by a ruling of Vilnius Regional Court. 

 


Article 3.218. Provision of data on the child to be adopted


1. The state institution for the protection of the child’s rights shall submit to the court data on the origin, development, state of health and family of the child to be adopted.


2. Before an application for adoption is submitted to the court, the state institution for the protection of the child’s rights must provide the data on the children available for adoption to all the persons included in the list of prospective adoptive parents.


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Article 3.219. Registration of adoptions


1. The registration of prospective adoptive parents and children available for adoption shall be administered by the state institution for the protection of the child’s rights in accordance with the procedure established by the Government. The regulations of the institution shall be approved by the Government.


2. Having taken a decision on the indefinite restriction of parental authority or having confirmed, by an order, the written consent of the parents to the adoption of their child, the court shall send its final decision or order to the state institution for the protection of the child’s rights within three working days.

 

Article 3.220. No longer effective from 1 July 2018.

 


Article 3.221. Confidentiality of adoption


1. Adoption cases shall be heard in a closed court hearing.


2. Until the child attains majority, data on the child’s adoption may not be disclosed without the consent of the adoptive parents.


3. Information on a child’s adoption may be provided to the child from the age of fourteen, to the child’s former close relatives by blood or to other persons with the leave of the court which considered the case for adoption provided that the information is necessary for the child’s health or the health of the child’s close relatives or of other persons as well as for other important reasons.


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Article 3.222. Placement of the child with the adoptive family before adoption


1. At the request of the prospective adoptive parents or the state institution for the protection of the child’s rights or at its own discretion, the court may order a probationary period of six to twelve months prior to the adoption and place the child with the family of the prospective adoptive parents for residence, upbringing and maintenance. If an order is made to place the child with the family of the prospective adoptive parents, the hearing of the adoption case shall be suspended.


2. The probationary period may be ordered taking into consideration the psychological preparedness of the child and the prospective adoptive parents for adoption, the duration of contact between the child and the prospective adoptive parents before the application for adoption, and other circumstances which may give rise to doubts whether the child will fit in with the family of the adoptive parents.


3. After the child is placed with the family by a court order before the adoption, the mutual rights and duties, except those of succession, of the child and the prospective adoptive parents shall be treated as the mutual rights and duties of children and natural parents.


4. After the adoption of the child, the adoptive parents shall be treated as the child’s parents under the law from the day on which the court order to place the child with the family became final. The court shall specify this fact in its judgment.


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Article 3.223. Priority for adoption


1. If there are several persons who wish to adopt the same child, the priority shall be determined in the light of the child’s interests in the following order:


1) persons adopting their spouse’s children and adopted children;


2) relatives;


3) persons adopting siblings together;


4) persons in whose family the child to be adopted is placed under permanent guardianship/curatorship;


5) citizens of the Republic of Lithuania;


6) persons whose domicile (principal residence) is in the Republic of Lithuania;


7) spouses.

 


2. If the persons who wish to adopt a child are attributable to the same category, priority shall be given to the person who was the first to be registered in the list of prospective adoptive parents.


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Article 3.224. Adoption by persons whose domicile is in a foreign state and by foreign nationals and stateless persons whose domicile is in the Republic of Lithuania


1. Persons whose domicile is in a foreign state and nationals of a foreign state and stateless persons whose domicile is in the Republic of Lithuania who adopt a child shall be subject to provisions of Articles 3.209 to 3.223 of this Code.


2. In addition to the provisions of Articles 3.209 to 3.223 of this Code, persons referred to in paragraph 1 of this Article may adopt a child when all of the following conditions are fulfilled:


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1) within six months from the registration of the child in the list of children available for adoption, no application has been received from citizens of the Republic of Lithuania, whose domicile is in the Republic of Lithuania, to adopt the child or place the child under their guardianship/curatorship;


2) the guardian/curator of a child for whom a permanent guardian/curator has been appointed and who has been placed under guardianship/ curatorship of a family presents to the court a written consent to the adoption. Grounds for refusal to give consent to the adoption must be justified;


3) the grounds for refusal to give the written consent to the adoption referred to in point 2 of this paragraph are unfounded.


3. The court, having regard to the interests of the child, shall have the right to decide on the adoption of the child without the consent of the guardian/curator.


4. Where a child is adopted in another state, all the necessary measures must be taken to prevent persons involved in the placement of the child in another state from gaining any unjustified material gain.


5. In adjudicating on the adoption of a child by the person referred to in point 1 of this paragraph, consideration must be given to the hereditary continuity of the child’s upbringing, the child’s ethnic origin, religious and cultural affiliation and mother tongue, as well as the compliance of the legislation of the recipient country with the requirements of the 29 May 1993 Hague Convention on Protection of Children and Co-operation in Respect of Intercountry Adoption.


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Article 3.225. Recognition of adoption carried out in a foreign country

Adoption carried out in a foreign country shall be recognised in accordance with the procedure and under the conditions laid down in international treaties and agreements and the provisions of Book One of this Code.

 


Article 3.226. Adoption of children who are nationals of a foreign country


1. Children who are nationals of a foreign country residing in the Republic of Lithuania shall be adopted in accordance with the procedure laid down in this Chapter unless an international treaty or agreement between the respective foreign state and the Republic of Lithuania provides for a different procedure for their adoption.


2. Applications of foreign nationals for adoption shall be examined by Vilnius Regional Court.

 


CHAPTER XIV

LEGAL CONSEQUENCES OF ADOPTION

 


Article 3.227. Consequences of adoption


1. Adoption shall invalidate the mutual personal and property rights and duties of the natural parents and children and their relatives by blood while creating mutual personal and property rights and duties for the adoptive parents, their relatives and adopted children and their descendants as relatives by blood.


2. The adoptive parents shall be treated as the child’s parents under the law from the day on which the court judgment on the adoption became final, with the exception provided for in paragraph 4 of Article 3.222 of this Code.


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Article 3.228. Name and surname of the adopted child


1. The adopted child shall be given the surname of the adoptive parents by a court judgment; the child’s name may be changed with the consent of the child capable of expressing his or her views.


2. At the request of the adoptive parents and the adopted child capable of expressing his or her views, the child may be allowed to retain the surname of his or her natural parents.


3. When there is a dispute between the adoptive parents or between the adoptive parents and the adopted child over the change of the child’s surname or name, the dispute shall be resolved by the court, taking account of the child’s interests.

 


PART VI

RIGHTS AND DUTIES OF OTHER MEMBERS OF THE FAMILY

 


CHAPTER XV

LIVING TOGETHER OF PERSONS NOT LEGALLY MARRIED (COHABITATION)

 


Article 3.229. Scope of application

The provisions of this Chapter shall determine the relations in property of a man and a woman who, after registering their partnership in accordance with the procedure laid down by the law, have been cohabiting at least for a year with the aim of creating a family relationship without having registered their union as a marriage (cohabitees).


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Article 3.230. Assets subject to the legal regime set in this Chapter


1. The provisions of this Chapter shall determine the legal regime of the assets referred to in this Article provided the assets have been acquired and used jointly by the cohabitees.


2. The community property of cohabitees shall include:


1) a dwelling house or an apartment acquired jointly by cohabitees for cohabitation;


2) the rental, usufruct or any other right of one of the cohabitees to use the dwelling house or apartment which the cohabitees use for cohabitation;


3) jointly acquired immovable property related to the dwelling house or apartment used for cohabitation provided the immovable property is used by the cohabitees jointly;


4) furniture and other household utensils acquired and used jointly by the cohabitees, except for the chattels which the cohabitees use separately.


3. The provisions of this Chapter shall not apply to assets which the cohabitees use for recreation (garden, summer cottage, etc.).


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Article 3.231. Legal regime of assets jointly used by cohabitees


1. Where the immovables or the rights to the immovables referred to in Article 3.230 of this Code are registered in the name of one of the cohabitees, both cohabitees may require, by submitting a joint application to the respective public register, the addition of a record to the effect that the cohabitees use these immovables or the rights to these immovable jointly. The signatures of the cohabitees adduced to such an application must be certified by a notary public.


2. Cohabitees shall have the right to make an agreement by a notarial deed on how the assets acquired and used jointly should be divided after the end of their cohabitation. Provisions of Articles 3.101 to 3.108 of this Code shall apply to such agreements mutatis mutandis.

 


Article 3.232. Division of assets acquired and used jointly

At the request of one of the cohabitees, the court may divide all the assets, acquired and used jointly by the cohabitees, after the death of one of the cohabitees or at the end of their cohabitation provided the cohabitees had not made an agreement on the division of assets certified by a notary public.


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Article 3.233. Limitations of the right to dispose of the assets used jointly


1. A cohabitee shall have no right, without the written consent of the other cohabitee, to sell, donate or alienate in any other way, lease or charge the assets acquired and used jointly or to encumber the rights to such assets in any other way.


2. Paragraph 1 of this Article shall not apply if a cohabitee is incapable of giving such a consent due to legal incapacity or it is impossible to obtain the consent of the other cohabitee due to other important reasons. In such a case, the permission to conclude a transaction may be granted by the court at the request of the other cohabitee.


3. Transactions concluded in violation of the rules set out in paragraphs 1 and 2 of this Article may be declared null and void in an action brought by the cohabitee who has not given his or her consent to the transaction, except in cases where a third party recipient of the assets alienated, charged or leased was in good faith. The time limit for bringing an action for the avoidance of such a transaction shall be one year from the date on which the cohabitee became aware or ought to have become aware of the transaction.


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1. For the purpose of dividing the assets acquired and used jointly by cohabitees in cases referred to in Article 3.232 of this Code, the court shall first determine the assets acquired and used jointly by the cohabitees and the separate assets of each cohabitee. When determining the assets acquired and used jointly by the cohabitees, debts contracted jointly by the cohabitees and outstanding at the end of their cohabitation shall be deducted.


2. The assets acquired and used jointly remaining after the deduction of the joint outstanding debts of the cohabitees shall be divided into two equal shares, except in cases provided for in this Article.


3. The court shall have the right to depart from the principle of equal shares if it is just and reasonable to award one of the cohabitees a bigger share of the assets taking account of the interests of their minor children, the duration of their cohabitation, their age, health, financial situation, personal contribution to the accumulation of joint assets and other important circumstances.


4. A dwelling house or an apartment may be awarded to the cohabitee who is in greater need of it taking into consideration his or her age, health, financial situation, the interests of his or her minor children and other important circumstances. In this case, this cohabitee’s share in the other assets shall be reduced. Where the value of the dwelling house or the apartment exceeds the value of the cohabitee’s share in the assets, he or she must compensate in money to the other cohabitee for the difference in the value.


5. The dwelling house or the apartment which was owned by one of the cohabitees before their cohabitation began may be left to the other cohabitee by the right of usufruct if he or she has minor children born to the cohabitation or,  due


