A branch shall mean a structural unit of an association while a representative office shall mean a division of a public establishment or a charity and sponsorship fund. However it should also be taken into account that this may be different depending on the traditions, context of activities of an organization, etc.

Establishment of a branch of an association

Branches of an organization are usually established as provided in its Articles of Association. In order for the branch to be able to engage in somewhat autonomous activity (i.e. to have a bank account, to conclude contracts in its name and to accept invoices) he must be registered in the Register of Legal Entities. In order to register a branch the following is necessary:

1. Prepare Regulations of the branch. The Articles of the parent association usually lists what should be provided there. If this is not the case the Regulations may follow the general structure of the Articles since the parts of Regulations are usually the same as of Articles: general provisions, membership, management, finance, public announcements, termination and liquidation.
   
   Please note! A parent organization should have a strong role in the management of the branch, E.g. a branch may not autonomously decide to change Articles of elect a Board; any such decisions of a branch shall be approved by meetings of parent associations and managing bodies thereof.
   
   
2. To convene a constituent assembly. Future members of the branch shall be convened and shall decide to establish a branch. Only the members of a parent association can be members of the branch; there should be no less than provided in the Articles. Minutes are drawn in the course of the constituent assembly.
   
   Sample minutes
   
   
3. To approve the establishment in the parent organization. A person authorised by the constituent assembly shall address the competent body of the parent organization (as specified in the Articles) asking for the approval of such decision of the assembly. The approval shall be documented in the minutes (either the approval is issued by the meeting or by the collegiate managing body) or in the decision (if the approval is issued by a single person management body).
   
   
4. To notarize the establishment of the branch. You have to bring all the aforementioned documents drafted in process (regulations, minutes of the constituent assembly, approval of the parent organization concerning the establishment) as well as the Articles of Association of the parent association and registration certificate thereof as well as copies of passports of newly-elected members of managing bodies of the branch.

All notaries' offices in Lithuania are listed here.

Standard notaries' fees are approved by the order of the Minister of Justice of the Republic of Lithuania (in Lithuanian).

The notarized documents should afterwards be delivered to the nearest branch of the Centre of Registers in order to register them. Specific forms have to be filled in when addressing the Centre of Registers which is usually done for you by a notary. On the other hand, the notary's services are expensive therefore you may do that by yourself; any issues regarding the filling in of the forms and registration may be addressed to the information of the Centre of Registers, tel. 8 5 2688262 in Vilnius.

Please note! All establishment procedures shall be carried out by a person authorized by the constituent assembly rather than by an elected head of the branch or managing bodies of a parent association (unless otherwise provided in the Articles/Regulations).

Establishment of a representative office of a public establishment or charity and sponsorship fund

A representative office can be established easier than the branch, since it is more connected to the organization itself. Members wishing to do that are not necessary; provided there is a need part-owners themselves may register a branch office if the funds are available. In fact, a representative office in another city may be active without any additional registration however it has to be registered in the Register of Legal Entities as well in order to be more autonomous (to have a bank account, conclude contracts, issue and accept invoices). Establishment procedure of     such full-fledged representative office is the following:

1. A decision to establish a registered office has to be taken; responsible persons are appointed (usually a director of a representative office and other staff). The decision may be taken by a competent body of an organization under the Articles (usually a general meeting of part-owners).
   
2. The decision is presented to the notary with accompanying Articles of an organization as well as a registration certificate thereof.
   
3. The representative office is registered in the Register of Legal Entities.
   

Please note! An association may have a representative office as well. A difference from the branch is that it would not unite members, only its staff or persons would carry out their activities in a different territory.

As a rule, representative offices are established by associations of legal persons.