Introduction

The European Company (SE) Act (Europos Bendrovi 1 statymas) (the ‘SE Act’) was adopted on 29 April 2004 and entered into force on 8 October 2004. The SE Act implements Council Regulation No. 2157/2001 of 8 October 2001 on the Statute for a European company (the ‘Regulation’). Provisions of Lithuanian law governing public limited companies, mainly the Companies Act, are also applicable mutatis mutandis to SEs with their registered offices in Lithuania. In addition, the Civil Code, the core of Lithuanian civil law, regulates general issues applicable to SEs registered in Lithuania.

Formation

General remarks

As of February 2005, it has been possible to form an SE in Lithuania pursuant to amendments to the regulations governing the register of legal entities (the ‘Register’) for the purpose of allowing the registration of SEs. In practice, however, registration of an SE became possible only after complete transposition into national law of Council Directive 2001/86 supplementing the Statute for a European company with regard to the involvement of employees (the ‘Directive’). On 12 May 2005, the Lithuanian Parliament passed the SE Employee Involvement Act (‘EIA’), which entered into force on 28 May 2005.

Founding parties

Any legal entity within the meaning of Article 2(3) of the Regulation formed under Lithuanian lawmay participate in the formation of a subsidiary SE, unless it is explicitly prohibited from doing so by law or pursuant to its articles. By law, state and municipal enterprises may not hold an interest in legal entities and, therefore, such enterprises may not be founders of an SE.