Implementation and scope

The Second Company Law Directive was implemented in the Lithuanian legal system by transposing its rules into the Law on Companies of the Republic of Lithuania (the “Law on Companies”).

The scope of the Second Company Law Directive is set to cover public limited liability companies (Akcinė bendrovė, abbreviated as “AB”), with possibility for the Member States to extend the scope of this Directive also to include private limited liability companies (Uždaroji akcinė bendrovė, abbreviated as “UAB”). When we discuss the implications of the Second Company Law Directive in the national legal system, we will identify where certain regulation applies only to AB and where to both types of limited liability companies. Where we refer to company, both – AB and UAB – should be held in mind.

Article 1(2) of the Second Company Law Directive provides that Member States may choose not to apply the rules of the Directive to investment companies with variable capital and to certain types of cooperatives. The Law on Collective Investment Undertakings of the Republic of Lithuania (the “Law on Collective Investment Undertakings”) provides that management companies, investment companies with variable capital and closed-ended investment companies are subject to the requirements of the Law on Companies to the extent that the Law on Collective Investment Undertakings does not regulate otherwise (Art. 1(5) Law on Collective Investment Undertakings). The Law on Companies provides further exceptions to the applicability of that law to investment companies with variable capital. Parts 3 and 4 of Article 22 and Articles 26, 26, 30, 30 of the Law on Companies are set not to apply to collective investment undertakings except for closed-ended investment undertakings.