Disclosure of beneficial ownership

Who is a beneficial owner of a legal person?

Beneficial owner is any natural person who ultimately owns or controls the customer and/or the natural person on whose behalf a transaction or activity is being conducted, and includes:

✔️ Direct owner of a legal person – a natural person who holds 25% plus one share or an ownership interest of more than 25% in the customer;

✔️ Indirect owner of a legal person – a natural person who controls an undertaking(s) which holds 25% plus one share or an ownership interest of more than 25% in the customer;

✔️ The natural person who controls a legal person through other means, including through bearer shareholdings, other than public limited liability companies whose securities are traded on regulated markets that are subject to disclosure requirements consistent with the European Union legislation or subject to equivalent international standards. The natural person controls a legal person through other means, if he:

• Has a right to appoint and (or) dismiss the Head of the legal entity and (or) members of the Board (or other collegial body);
• Has a right to approve annual financial statements, related to the payment of dividends;
• Has a right to veto the decisions of governing bodies;
• Controls the legal entity in other ways through close family, personal or business connections (the beneficial owner may or may not have a direct influence on the legal person);
• Has access to use the property and (or) activities of the legal entity or gain other value from it;
• Controls the legal entity in other ways.

✔️ The natural person controlling the legal entity by other rights is considered a beneficial owner, if no person, described above, is identified as a beneficial owner, or if there is any doubt that the person identified is the real beneficial owner. In most cases such person will be the Head of the legal entity or other legally authorized representative, such as Chairman of the Board, Member of the Board, Senior Manager.

Data of beneficial owners

Required information about the natural person as beneficial owner:

✔️ Name, surname;
✔️ Date of birth;
✔️ Personal number;
✔️ The state which issued the identity document;
✔️ Place of residence;
✔️ Copy of the personal identity document (only for foreign persons); Ownership rights held by them and their scope (the number of shares expressed as a percentage and the number of voting rights expressed as a percentage) or other rights of control (the chair of the board, board member, director, senior manager, other position and the number of transferred voting rights expressed as a percentage).

Required information about the legal entity as a beneficial owner:

✔️ Code;
✔️ Name;
✔️ Legal form;
✔️ Registered address
✔️ State and Commercial Register, where the legal entity is registered (only for foreign legal entities);
✔️ Date of registration (only for foreign legal entities);
✔️ Translated and legalized extract (only for foreign legal entities)*;
✔️ Ownership rights held by them and their scope (the number of shares expressed as a percentage and the number of voting rights expressed as a percentage).

Required information about the investment fund as a beneficial owner:

✔️ Code (if it was assigned);
✔️ Name;
✔️ State, where the investment fund was established;
✔️ Data on the management company of the investment fund (if the management of the investment fund has been transferred to the management company);
✔️ Translated and legalized document, certifying the existence of the investment fund (only for foreign investment funds)*;
✔️ Ownership rights held by them and their scope (the number of shares expressed as a percentage and the number of voting rights expressed as a percentage).
 

*Applies only when the data of the legal entity is not public and available to all persons free of charge.

Who and when provides the data about the beneficial owners?

The management body (Head of the entity) or other authorized person is responsible for the provision of data on the beneficial owners to JANGIS. Upon the change of the data of beneficial owners provided to JANGIS, the updated data must be submitted to JANGIS within 10 calendar days from the date of the change. Data on the beneficial owners is provided electronically, through the self-service system of the Commercial Register. The list of the beneficial owners as well as other provided documents must be signed with qualified electronic signature.

Please note that in case you have not provided the list of participants (shareholders) of the legal entity to JADIS, you will not be able to provide the information about beneficial owners until after the necessary actions have been completed in JADIS, i.e. after registration of the respective list of participants (shareholders).

Data on the beneficial owners of the legal entities will be provided in stages as indicated below:

✔️ Since 03-01-2022 – data can be provided by all legal entities (excluding investment funds), whose beneficial owners are natural persons only;

✔️ Since 01-05-2022 – data can be provided by all legal entities (excluding investment funds) whose beneficial owners are natural persons and legal entities;

✔️ Since 01-08-2022 – data can be provided by all legal entities (including investment funds) whose beneficial owners are natural persons and legal entities.

Legal consequences of failure to comply with the requirements

Non-compliance with the above-mentioned obligations imposed by the Law may result in administrative liability and a fine in the amount of EUR 500 up to EUR 2,400 for legal entities, and from EUR 2,100 up to EUR 6,000 for heads of legal entities. Such offence committed repeatedly will incur a fine in the amount of EUR 1,500 up to EUR 5,200 for legal entities and a fine of EUR 3,500 up to EUR 5,800 for heads of legal entities.

Please note that if the head of a legal entity is fined in the amount of no less than EUR 1,500, in accordance to the amendments to the Republic of Lithuania Law on Tax Administration which came into force on 1st January 2019, the legal person will be held non-compliant with the minimum criteria for reliable taxpayers and will be included in a public list of unreliable taxpayers for a period of one year. A taxpayer who does not comply with the criteria for reliable taxpayers will be eliminated from public procurement procedure in accordance to the provisions of the Republic of Lithuania Law on Public Procurement.

Note: This summary is compiled for informational purposes only and cannot be treated as binding advice.