Since all fundamental issues, such as the name of the organization, its purposes, activities, types of them, and its management, etc., are defined in the Articles of Association of the organization, any significant changes of the organization's activities are usually connected with the amendments of Articles of Association. Specific cases of amendment i.e. change of a name and registered office are described in the Chapter "Change of a name and registered office", while this chapter deals with the general amendment procedure: what information has to be provided in the Articles, what documents are required for their amendment and, finally, what the amendment procedure is.

Required information to be included in the Articles of Association

The issue is topical to older organizations which were launched before the recasting of laws of charity and sponsorship funds and public establishments and appearance of the Centre of Registers. Has your organization been registered in any of municipalities or in the Ministry of Justice, it is very likely that your Articles are lacking some chapters which are now required under the laws in force. Therefore, if, for instance, the change of the management structure is intended and you choose to have a Board, it is likely that not only the part containing the management structure would have to be changed but it could also be necessary to include a new part "Membership Fee" as the procedure of establishment of a membership fee is to be provided in the Articles of an association under the laws. Therefore, you should pay attention to the things you have to change rather than the things you want to change only, when amending the Articles.

The things to be included in the Articles of Association are provided in (regarding your organization's legal form) Article 12 of the Law on Associations, Article 6 of the Law on Public Establishments and Article 13 of the Law on Charity and Sponsorship Funds.

The laws (in English) may be found here:

• Law on Associations
• Law on Public Establishments
• Law on Charity and Sponsorship Funds

Documents required for the amendment of Articles of Association:

A notary will be the first person to be presented with documents which are required for the amendment of Articles. The following documents have to be presented to the notary for the approval of the amendments:

• Amended statutes. They have to be signed by a person authorized by the General Meeting of members (part-owners) (please note! Head of an organization is not permitted to sign the Articles of Association) or the owner of an organization (if the organization was established by one person).
  
  They should also include the date of signing the Articles of Association (usually the date of the General Meeting which has approved the amendments).

• Minutes of the General Meeting which has approved the amendments, signed by the members having taken part there. The minutes have to be signed by the chairman and secretary. It should be taken into account that even where the Articles are revised in substance, i.e. the numbering is changed, many things are removed, etc., all envisaged changes have to be specified therein pursuant to the new procedure of the Centre of Registers.
  
  Sample minutes, which is advised to use when the Articles are changed.

• In most cases management bodies are elected at the same time the statutes are amended. In such event the notary would request to provide the copies of passports of all elected persons in order to fill in the required forms for the Centre of Registers and verify the data.

• Other major documents of an organization, i.e. registration certificate, old Articles; in some cases a Memorandum of Association is requested by the notaries (decision of incorporation). What particular documents would be necessary depends on the procedures in your organization prior to the amendment of the Articles (whether the part-owner's rights were transferred or a reorganization has been performed, etc.). A notary will specify the additional documents required.

Please note! A notary has to be provided original copies of all the aforementioned documents (except the passports)! If you do not have such, copies certified by respective authorities have to be acquired. Generally all your main documents' certified copies which are considered equal to the original copies are issued by branches of the Centre of Registers (according to the place of registration).

Amendment procedure of Articles of Association

In general, the amendment procedure of the Articles is rather straightforward and is not much different from the registration of an organization: first of all you have to find a notary and bring all the aforementioned documents to him in order to approve the compliance with the laws of the amendments of your Articles.

All notaries' offices in Lithuania are listed here.

Standard notaries' fees are approved by the Order of the Minister of Justice which can be found here (in Lithuanian).

The documents attested by the notary have to be once again brought to the Centre of Registers in order to register them. Specific forms have to be filled in 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.