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Newsletter 2009 December

  • Lithuania

    04-01-2010

    Company Law


    The sample forms of incorporation documents of a private stock company have been approved.

    On 18 November 2009 the Minister of Economy has approved the sample forms of incorporation act and of articles of association of a private stock company and the recommendations of filling in the mentioned forms.

    The sample forms have been approved following the requirements of the Law on Companies, in order to relieve the incorporation process of a private stock company and reduce administrative burdens carried by business subjects. From now on in order to incorporate a private stock company, it will be enough to fill in empty fields of sample forms of incorporation documents, following the fill-in recommendations.

    The order of the Minister of Economy approving the mentioned sample forms has come into force as from 22 November 2009.

    Investment

    The Rules on Preparation and Implementation of Public Private Partnership Projects have been approved.

    On 11 November 2009 the Government has approved by its resolution the Rules on Preparation and Implementation of Public Private Partnership Projects.

    The Rules have been adopted in order to implement the requirements of the Law on Investments and the Law on Concessions. The Rules regulate preparation, evaluation and implementation of public private partnership projects both in cases when partnership projects of the central government are being prepared and in cases when partnership projects of the local government are being prepared. The Rules also establish the rights and obligations as well as responsibility of institutions participating in the partnership process for the implementation of projects, and control and accounting of implementation of partnership projects.

    The Rules shall be followed by the subjects of the public sector, holding the right to enter into agreements on public private partnership or agreements on concessions.

    Moreover, the Rules regulate the order of allocation of risks between the parties of a partnership project. The Order of Allocation of Risks between the Parties of Partnership Project, which was approved together with the Rules, establishes general types of risks of public private partnership projects, principles of allocation of risks between the partnership parties and the impact of allocation of risks for the rates of the government deficit and debt.

    The Rules shall come into force as from 1 January 2010.

    Tourism

    The amendments to the Civil Code have been adopted.

    As from 10 November 2009 the amendments to Articles 6.750, 6.751, 6.754, 6.865 of the Civil Code of the Republic of Lithuania have come into force.

    By the amendments it is pursued to harmonise the regulation of the organisation of travels with the Council Directive No 90/314/EEC on Package Travel, Package Holidays and Package Tours, thus stimulating the development and competitiveness of the Lithuanian tourism sector in the EU tourism market, and to change the regulation of material liability of hotelkeepers according to the provisions of the Convention adopted in 1962 on the Liability of Hotel-keepers concerning the Property of their Guests.

    In previously effective wording of the Civil Code it was established that in cases when a tourist waives the tour contract due to circumstances for which he is not liable, a tourist shall be entitled to claim a refund or compensation for a travel paid or a proportional share thereof, if a travel has already partly taken place. The amendments to the mentioned provision have been adopted in order to avoid any possible abuse of this provision by tourists and in order to reduce business risks carried by tour operators. From now on if a tourist waives the contract due to the circumstances related to him but which he could not control or reasonably foresee, a tour operator shall be entitled to claim for compensation of any direct losses incurred due to such waiver, except for the cases when the contract was waived due to force majeure circumstances. It should be noted that the amount of payable direct losses shall not exceed the price of a travel indicated in the tour contract.

    Moreover, the new provisions regarding the material liability of hotel-keepers have been adopted. Until now under the provisions of the Civil Code, the material liability was only applied to hotels in case when the property of a hotel guest had been entrusted as a deposit to the hotel. By the amendments the mentioned restriction of hotel-keepers’ liability has been eliminated by establishing that in cases when personal property is not entrusted as a deposit to the hotel (except for the cases when a hotel refused to accept the entrusted property, which it must accept) the civil liability for the loss, shortage or damage of property of a hotel guest shall be limited to the price paid by a guest for one night of staying in a particular hotel multiplied by 100. The civil liability for the loss, shortage or damage of one item belonging to a hotel guest shall be limited to the price paid by a guest for one night of staying in the hotel multiplied by 50. It should be noted that the hotel’s
    liability shall not be limited, if the property was damaged, destroyed or lost for the fault of a hotel or a person, for whose actions it is liable.

    Public Procurement

    The Draft Law amending the Law on Public Procurement has been submitted to Seimas.

    On 17 November the Draft Law amending the Law on Public Procurement No XIP-1424 has been submitted to Seimas for consideration.

    The Draft has been prepared in pursuance of the implementation of the requirements of the Directive 2007/66/EC of the European Parliament and of the Council amending Council Directives 89/665/EEC and 92/13/EEC with regard to Improving the Effectiveness of Review Procedures concerning the Award of Public Contracts (hereinafter – the Directive) and in order to secure the compliance with the principles of transparency and non-discrimination during the procurement procedures.

    The Draft has been framed in pursuance of improving the order of examination of public procurement disputes by granting an opportunity for the interested suppliers to use immediate and effective means of right protection, especially when the procurement procedure has not been completed and the infringements can still be repaired.

    Under the effective Law on Public Procurement of the Republic of Lithuania a supplier who believes that a contracting authority has failed to comply with the requirements of this Law and violated or will violate his lawful interests, shall have the right to submit a claim to the contracting authority prior to the conclusion of the contract. The claim shall be submitted to the contracting authority in writing within 5 days from the day the supplier became aware or should have become aware of the supposed violation of his lawful interests. The submission of the claim is a mandatory pre-trial stage of dispute settlement. The contracting authority examines only those claims which were received before the conclusion of the procurement contract. Upon receipt of a written supplier’s claim the contracting authority suspends the procurement procedures until the claim is examined and the decision is made. The supplier unsatisfied with the decision of a contracting authority may apply within 10 days to a respective regional court, which must hear the case or the appeal within 45 days.

    With respect to the provisions of the Directive, it is proposed by the Draft to eliminate the condition, that the submission of the claim to the contracting authority is a mandatory pre-trial stage of dispute settlement. In such way the procurement procedures shall ensure more flexibility and effectiveness. The opportunity for suppliers to apply to the court after the conclusion of the procurement contract is granted even in such cases when they have not submitted the claim to the contracting authority during the procurement procedures. Longer limits to dispute the decisions and actions of the contracting authority have been set forth in the Draft as well. The limit to dispute the decisions of a contracting authority can last 10 or 15 days, and the limit for the application to the court regarding recognition of the procurement contract as invalid – 6 months after the conclusion of the contract.

    In the Draft of the Law it is also proposed to specify/amend other articles of the Law on Public Procurement according to the proposals of business representatives and of the Commission of Improvement of Business Environment (Sauletekio Commission), as well as under other provisions of the Directive.

    Other News

    Eversheds Saladžius sponsored the conference Perspectives of Public and Private partnership in Lithuania held on 10 December 2009 in Vilnius. Partner Rimtis Puišy delivered a presentation on Benefits and Risk Brought by PPP. Correlation with Public Procurement and Concessions. Attorney-at-law also led the round table discussions.

    Rimtis Puišys, Associate Partner of Eversheds Saladžius, joined the working group established at the Prime Minister's office of the Republic of Lithuania. The purpose of the working group is to find proper solutions to fight grey economy penetration in Lithuania. Rimtis is delegated by the International Chamber of Commerce in Lithuania/ICC Lietuva, the active member of which Eversheds Saladžius is. Other members of the working group are the representatives from professional unions, employers' associations, chambers, investment agencies and some others public organisations.

    For several years already Eversheds Saladžius is a member of the International Chamber of Commerce in Lithuania. Upon the decision of the member of the Tax Commission. ICC Lithuania is a member of the International Chamber of Commerce (ICC), representing the main service and trade oriented companies and business associations in Lithuania and operating with a mission to stimulate open trade and investment system by representing interests of Lithuanian businesses.

    Aušra Jefremovien?, Head of Marketing and HR at Eversheds Saladžius, has been elected a Board Member of the French Chamber of Commerce operating in Lithuania. Eversheds Saladžius is a member of the French Chamber of Commerce for four years already. The French Chamber of Commerce in Lithuania (CCFL) is a private bilateral, non-profit association, whose mission is to promote economic relations and to develop trade and industry between France and Lithuania.

     

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