Change of a name and registered office is a somewhat specific amendment of Articles of Association. Hereby the change of a name and registered office is subject to the general procedure of amendment of Articles of Association.

In the case of change of the name or registered office you just have to obtain several more documents or perform several additional actions.

Change of a registered office address

In order to change the registered office address you have first of all obtain a consent of the new premises' owner to register an organization in his premises.

When a natural person is the owner of the premises (i.e. any individual, except an enterprise, establishment or organization), his consent has to be notarized. When addressing the notary he must provide the documents proving his ownership right (e.g. an apartment sale - purchase contract and act of transfer and acceptance).

When a legal person is the owner of the premises (e.g. an association, municipality, budgetary establishment, etc.) a consent signed by a competent person (free form) and stamped is enough. In such case no notarization is required; only a signed and approved decision of such kind accompanying all the remaining documents (regarding the change of Articles of Association) has to be presented to the notary.

A "competent person" is usually a head of a company or organization; however, it could be any other authorized individual considering the size, structure and Articles of Association (the organization itself should give such information).

If the premises are mortgaged, used as a surety or otherwise encumbered, consent of the bank or any other authority to register a registered office there is necessary (it depends on who has encumbered them).

The following step is to change of the clause mentioning a registered office of an organization following the general procedure of amendment of Articles of Association.

Change of a name

A simple name change is accomplished in several stages:

1. Reservation of a name. You have to fill in the form JAR 5, which can be found here and to register it in the nearest division of the Centre of Registers. By completing this registration your chosen name is reserved for six months – no other company or organization may choose to have it. To attest the change of the name the certificate of the Centre of Registers is required by the notaries.
2. Decision to change a name. General Meeting of members (part-owners) or the owner of an organization may decide upon the name change as well as the change of Articles. After the meeting of members (part-owners) minutes shall be put or the owner shall sign a decision.

Sample minutes

3. Public announcement of the changed name. It has to be announced in the daily newspaper issued in the territory of activities of an organization. The territory of activities is usually defined in the Articles of Association of an organization. For example, if the whole Lithuania is the territory of activities, a change has to be announced in a national daily (e.g. Lietuvos rytas, Lietuvos žinios, Respublika, etc.) If the specified territory of activities is one of the municipalities, announcement in a local newspaper would suffice (e.g. Šiaulių kraštas, Panevėžio balsas, etc.).

The announcement may be brief, in form of a message, nevertheless, it has to specify which organization is changing its name and what exactly is the new name (full and abbreviated).

Please note! A notary has to be presented an excerpt from the said newspaper with the publication date visible.

The name change has to be accomplished pursuant to the general procedure of amendment of Articles.

Please note! A sole change of the Articles’ parts concerning the address and the name is not enough: during the notarization of the Articles it often appears that one or another article of the law has changed and therefore other parts thereof may require changing as well. That causes problems to associations in particular when the General Meeting has already been convened and it has only decided on the name change meanwhile the notary asks, for example, to include the procedure of fee collection which may be approved by the General Meeting only. It may necessitate a repeated convening of extraordinary meeting of members or a head’s decision exceeding its competence to supplement Articles of Association. Therefore it is advised to review other parts of the Articles when changing the name and registered office address to ensure that they conform to the requirements of the laws in force.