Articles of Association

ARTICLES OF ASSOCIATION
APPROVED
By Order No. 4-518 of 31 July 2014
of the Minister of Economy of the Republic of Lithuania



ARTICLES OF ASSOCIATION OF THE PUBLIC INSTITUTION LITHUANIAN BUSINESS SUPPORT AGENCY

SECTION I
GENERAL PROVISIONS

1. The Public Institution Lithuanian Business Support Agency (hereinafter referred to as the “Agency”) is a limited liability public legal person that operates on the principles of these Articles of Association of the Agency (hereinafter referred to as the “Articles of Association”), the Civil Code of the Republic of Lithuania, the Law on Public Establishments of the Republic of Lithuania, and other laws and legislation of the Republic of Lithuania.
2. The Agency is owned by the state. The rights and obligations of the owner of the Agency are fulfilled by the Ministry of Economy of the Republic of Lithuania. The name of the Agency in Lithuanian is “Viešoji įstaiga Lietuvos verslo paramos agentūra”. The name of the Agency in English is “Public Institution Lithuanian Business Support Agency”. The abbreviations of the name in Lithuanian and English are LVPA and LBSA respectively.
3. The legal form of the Agency is a public institution.
4. The duration of Agency operation is unlimited.
5. The financial year of the Agency coincides with the calendar year.
6. The Agency has a seal bearing its name, separate accounting, settlement accounts and other accounts in banks registered in Lithuania and other states.

SECTION II
OPERATIONAL OBJECTIVES OF THE AGENCY

7. Operational objectives of the Agency:
7.1. To take part in implementing national strategies, programmes and other initiatives for the development of the Lithuanian economy and the enhancement of their international competitiveness;
7.2. To administer projects financed from national and European Union (EU) Structural Funds;
7.3. To provide natural and legal persons with services and information related to the use of funds from national and EU Structural Funds for the implementation of projects.
8. Areas of the Agency’s activity:
8.1. Administration and supervision of the implementation of projects financed from national and EU Structural Funds in the field of business;
8.2. Administration and supervision of the implementation of projects financed by national and EU Structural Funds in the field of R&D;
8.3. Administration and supervision of the implementation of the projects financed by national and EU Structural Funds in the field of tourism;
8.4. Administration and supervision of the implementation of projects financed by national and EU Structural Funds in the field of energy.
9. Types of Agency activity:
9.1. Announcing and/or sending calls to submit applications, assessing and selecting project applications, concluding project agreements, supervising and controlling project implementation, checking and assessing payment claims, controlling payments made under payment claims, collecting information related to granted assistance, entering data into the information system, publicising granted assistance, and other activities related to project administration;
9.2. Taking part in the preparation of the legislation regulating the administration of funds from national and EU Structural Funds and other relate processes; preparing and approving regulations on internal procedures of the Agency;
9.3. Preparation, submission and dissemination of reports, analyses, forecasts, and information on project financing and the effect of project financing on the Lithuanian economy;
9.4. Organisation of information and training workshops and other events;
9.5. Performing other functions assigned to the Agency by legislation.
10. The Agency shall only engage in activity that is licensed or subject to established procedure after obtaining respective licences and permits.
11. The Agency shall not conclude transactions that are not in line with its objectives.

SECTION III
PROCEDURE FOR ADMITTING NEW STAKEHOLDERS

12. A person may become a stakeholder, if accepted as a stakeholder or having acquired (inherited, bought or otherwise acquired) the rights of a stakeholder.
13. A person shall be accepted as a stakeholder under the following procedure:
13.1. A person who is willing to become a stakeholder shall submit an application to become a stakeholder to the Head of the Agency. The application must contain the person's information (natural person’s name, surname, personal number, place of residence or correspondence address; legal person’s name, legal form, registration number, seat, name and surname of the representative), expressed agreement with the operational objectives of the Agency, specified expected contribution to the stakeholder capital and the amount of the contribution (if the contribution is in cash) or the value of the contribution (if the contribution is in tangible or intangible assets) (in LTL), and the date of transfer of the contribution to the Agency;
13.2. A person shall be accepted as a member by the resolution of the General Stakeholders Meeting;
13.3. After the General Stakeholders Meeting adopts the resolution to accept the stakeholder, the person willing to become a stakeholder shall become one after transferring the contribution specified in the application to the Agency.
14. Having acquired the rights of a stakeholder, a person shall become a stakeholder under the following procedure:
14.1. The person shall notify the Head of the Agency in writing about the acquisition of stakeholder rights and present a document certifying the acquisition of rights or its extract. The notice must contain the name of the stakeholder whose stakeholder rights were acquired by the person (natural person’s name, surname, personal number; legal person’s name); the person who has acquired the stakeholder rights (natural person’s name, surname, personal number, place of residence or address for correspondence; legal person’s name, seat, registration number, name and surname of the representative); the date of acquisition of stakeholder rights;
14.2. The value of the contribution of the new stakeholder to the stakeholder capital must be equivalent to the value of contributions of the stakeholder transferring the stakeholder rights.
15. After the person willing to become a stakeholder performs the actions specified in subparagraph 13.3 of the Articles of Association or the person who has acquired the stakeholder rights performs the actions specified in paragraph 14.1 of the Articles of Association, the Head of the Agency shall enter the new stakeholder and the value of their contribution to the Agency documents within 2 business days in accordance with the provisions of subparagraph 13.3 or the date of acquisition of stakeholder rights specified in the documents under subparagraph 14.1 and the provisions of subparagraph 14.2.
16. After the actions specified in paragraph 15 are performed, a document certifying the value of the contribution shall be issued to the new stakeholder.

SECTION IV
PROCEDURE FOR SELLING THE RIGHTS OF A STAKEHOLDER TO OTHER PERSONS

17. A stakeholder shall notify the Head of the Agency in writing about the intent to sell their stakeholder rights (and specify the sale price of the stakeholder rights).
18. The Head of the Agency shall notify the other stakeholders of the Agency within 5 days of receiving the stakeholder’s notice in accordance with paragraph 26 of the Articles of Association (specifying the stakeholder that is selling the stakeholder rights and the sale price of the stakeholder rights) and convene the General Stakeholders Meeting under the procedure set by the Articles of Association for the adoption of the resolution on the acceptance of the stakeholder of the Agency who is willing to buy the stakeholder rights for sale.
19. If in the General Stakeholder Meeting it is determined that none of the Agency stakeholders are willing to buy the stakeholder shares for the set price, the stakeholder selling the stakeholder rights shall be entitled to sell the rights to another person.
20. If the stakeholder is one person, the stakeholder rights shall be sold to the natural or legal person of the stakeholder’s choice without performing the actions specified in paragraphs 17-19 of the Articles of Association.

SECTION V
PROCEDURE FOR TRANSFERRING STAKEHOLDERS' CONTRIBUTIONS TO THE AGENCY

21. The contributions of the stakeholders shall be transferred to the Agency under the following procedure:
21.1. Contributions in cash shall be transferred to the account of the Agency;
21.2. Tangible and intangible assets shall be transferred to the Agency by drawing up a Certificate of Transfer and Acceptance of Assets. The Certificate shall be signed by the person transferring the assets (founder, stakeholder, a person willing to become a stakeholder) and the Head of the Agency. A valuation report of the assets shall be presented to the Agency along with the transferred assets. The valuation report shall be drawn up not later than 6 months before the transfer of assets to the Agency. The valuation of assets shall be carried out at the expense of the owner of the transferred assets.

SECTION VI
BODIES OF THE AGENCY

22. The bodies of the Agency shall be the General Stakeholders Meeting and a sole governing body – the Head of the Agency.

SECTION VII
GENERAL STAKEHOLDERS MEETING

23. The General Stakeholder Meeting of the Agency shall:
23.1. Amend the Articles of Associations;
23.2. Adopt the resolution to change the seat of the Agency;
23.3. Set the prices and rates or rules for the pricing of services, work, and products;
23.4. Appoint and dismiss the Head of the Agency, establish the terms and conditions of their employment contract;
23.5. Approve the set of annual financial statements;
23.6. Specify the information about Agency activities that is to be presented to the public;
23.7. Adopt resolutions regarding the transfer, lease, transfer as loan for use or pledge of fixed assets owned by the Agency;
23.8. Adopt resolutions regarding the reorganization of the Agency and approval of reorganization terms and conditions;
23.9. Adopt resolutions to restructure the Agency;
23.10. Adopt resolutions to liquidate the Agency or to cancel the liquidation;
23.11. Appoint and dismiss the liquidator, if the resolution to liquidate the Agency is adopted by the General Stakeholders Meeting in the cases stipulated by the Law on Public Establishments;
23.12. Establish the internal control procedures of the Agency;
23.13. Adopt the resolution regarding the audit of Agency activities, audit of the set of annual financial statements, and select the auditor or audit company from the list of candidates to carry out the audit presented by the Agency (a long-term agreement for the purchase of audit services may be concluded with an audit company or an auditor; however, a particular company shall not carry out the audit of the Agency for more than five consecutive years);
23.14. Adopt the resolution for the Agency to become a founder or stakeholder of other legal persons;
23.15. Approve the operational strategy of the Agency;
23.16. Approve the management structure and the list of employment positions of the Agency;
23.17. Establish the performance criteria of the Agency;
23.18. Approve the estimates of revenue and expenditure of the Agency;
23.19. Adopt resolutions regarding the formation, change, use and elimination of Agency reserves from profits;
23.20. Approve the description of the coordination procedures for granting leave to the Head of the Agency;
23.21. Approve the description of the coordination procedures for sending the Head of the Agency on official missions;
23.22. Adopt resolutions on other issues attributed to the competence of the General Stakeholders Meeting by the Law on Public Establishments and the Articles of Association.
24. The General Stakeholders Meeting shall be convened at least once a year. Each year, an ordinary General Stakeholders Meeting shall be organized within four months from the end of the Agency's financial year. The Head of the Agency shall present to the General Stakeholders Meeting the Agency's set of annual financial statements and the activity report for the previous financial year, which, beside other data stipulated by the legislation, shall present the assessment of the economic, social and other effects of Agency activity under the operational objectives of the Agency.
25. The General Membership Meeting shall be convened by the Head of the Agency.
26. The Head of the Agency shall notify each stakeholder about the convened General Stakeholders Meeting not later than 14 days before the Meeting by sending a registered letter to the address specified by the stakeholder of the Agency, serving the notice against signature or sent by electronic means of communication.
27. General Stakeholders Meeting may be convened without observing the term specified in paragraph 23 of the Articles of Association, if all stakeholders give written consent.
28. In the General Stakeholders Meeting, each stakeholder shall have one vote.
29. The resolutions of the General Stakeholders Meeting shall be adopted by simple majority of votes of all stakeholders attending the Meeting, except for the resolutions specified in subparagraphs 23.9, 23.10, and 23.11 of the Articles of Association, which shall be adopted by at least 2/3 of the votes of all stakeholders attending the Meeting.
30. If the stakeholder of the Agency is one person, it shall be called the owner of the Agency and its written resolutions shall be equivalent to the resolutions of the General Stakeholders Meeting.

SECTION VIII
HEAD OF THE AGENCY

31. The Head of the Agency shall be appointed and dismissed by way of tender by the General Stakeholders Meeting under the procedure set by law.
32. The Head of the Agency shall:
32.1. Organize the activities of the Agency with a view to achieving the operational objectives set out in the Articles of Association;
32.2. Represent the Agency in courts, state and municipal institutions and establishments, act on behalf of the Agency in relations with other persons;
32.3. Conclude transactions with natural and legal persons on behalf of the Agency within the competence set by the Articles of Association and open and close the Agency's bank accounts on behalf of the Agency;
23.4. Conclude and terminate employment contracts with employees of the Agency;
23.5. Present to the General Stakeholders Meeting the information received from the Special Investigation Service of the Republic of Lithuania under the procedure set out by the Law on Prevention of Corruption of the Republic of Lithuania about the candidate to the post of Deputy Head of the Agency prior to their appointment;
23.6. Present to the General Stakeholders Meeting the candidate to the post of Deputy Head of the Agency under fixed-term employment contract, but not longer than for one year, for coordination prior to the tendering;
23.7. After coordination with the General Stakeholders Meeting, approve the Agency’s:
32.7.1. Regulations for establishing the bonuses for employees and granting incentives, imposing disciplinary penalties, and granting material allowances;
32.7.2. Statutes of the administration divisions and job descriptions of the employees;
32.7.3. Manager for EU support fund Administration Procedures;
32.7.4. Annual operational plan;
32.8. Approve other internal organisational and regulative documents and descriptions of procedures of the Agency;
32.9. Make proposals to the General Stakeholders Meeting regarding the actions necessary to achieve the objectives of the Agency and to improve performance;
32.10. Organize and carry out the public procurement for the audit of the set of the annual financial statements of the Agency after coordinating the terms and conditions of public procurement with the General Stakeholders Meeting;
32.11. When forming the Selection Commissions for the candidates to the posts in the Agency, include the representative(s) delegated by the General Stakeholders Meeting as the stakeholder(s) of the Commission;
32.12. Adopt resolutions on other issues related to the activity of the Agency and not attributed to the competence of the General Stakeholders Meeting.
33. The Head of the Agency shall be responsible for:
33.1. Compiling the Agency's sets of financial statements;
33.2. Convening the General Stakeholders Meeting;
33.3. Presenting data and documents to the Register of Legal Entities;
33.4. Notifying the stakeholders about events relevant to the activity of the Agency;
33.5. Accounting of the stakeholders of the Agency;
33.6. Presenting information about the activity of the Agency to the public;
33.7. Preparing activity reports;
33.8. Publishing public announcements;
33.9. Other actions attributed to the Head of the Agency bylaw and the Articles of Association.
34. The Head of the Agency shall adopt resolutions, which shall be formalized as orders.

SECTION IX
PROCEDURE FOR ESTABLISHING AND SHUTTING DOWN BRANCHES AND REPRESENTATIVE OFFICES

35. The resolutions to establish and shut down branches and representative offices of the Agency as well as their statutes shall be approved by the Head of the Agency.


SECTION X
PROCEDURE FOR PRESENTING DOCUMENTS AND OTHER INFORMATION ABOUT THE ACTIVITY OF THE AGENCY TO STAKEHOLDERS

36. Upon receiving a written request from a stakeholder, and within 7 days from the day of receipt of the request, the documents of the Agency shall be made available to the stakeholder during the business hours of the Agency in its office or another location specified by the Head of the Agency, where the documents are stored. The copies of the documents may be sent to the stakeholder by registered post to the address specified by the stakeholder to the Agency or served against signature or sent by electronic means of communication.
37. The documents of the Agency, their copies or other information shall be presented to the stakeholders free of charge.

SECTION XI
PROCEDURE FOR PRESENTING PUBLIC NOTIFICATIONS AND ANNOUNCEMENTS

38. The Agency shall release public notifications and announcements by publishing them in the e-journal Public Notices of Legal Entities (Juridinių asmenų vieši pranešimai) of the State Enterprise Centre of Registers.
39. Other notifications issued by the Agency to stakeholders and other persons shall be sent by registered post, served against signature or sent by electronic means of communication. If the notices to a stakeholder are sent by registered post, they shall be sent to the address specified by the stakeholder of the Agency. Urgent notices may be sent by electronic means of communication and the original copies shall be sent by registered post on the same day or served against signature.
40. The Head of the Agency shall be responsible for the timely posting of the notices or the serving of a notice against signature.

SECTION XII
PROCEDURE FOR PRESENTING INFORMATION ABOUT THE ACTIVITY OF THE AGENCY TO THE PUBLIC

41. The activity report of the Agency shall be submitted within 5 business days from the General Stakeholders Meeting to the Register of Legal Entities and published on the website of the Agency.
42. Other information presented to the public and established by the General Stakeholders Meeting shall be published on the website of the Agency.
43. The activity report and other information presented to the public shall be made available to third parties at the office of the Agency during its business hours.

SECTION XIII
PROCEDURE FOR THE AMENDMENT OF THE ARTICLES OF ASSOCIATION

44. The Articles of Association shall be amended by the resolution of the General Stakeholders Meeting. The General Stakeholders Meeting and the Head of the Agency shall have the right of initiative to amend the Articles of Association.
45. If the Articles of Association are amended on the initiative of the Head of the Agency, the Head of the Agency shall refer to the General Stakeholders Meeting and specify the key points and reasons for the amendment of Articles of Association in writing and submit a draft amendment of the Articles of Association and a comparative version for coordination. Having coordinated the amendments of the Articles of Association, the Head of the Agency shall present the final draft of the Articles of Association in writing to the General Stakeholders Meeting.


The Articles of Association were approved on: 31 July, 2014, Vilnius.
                       (location)

By order of the Minister of Economy of the Republic of Lithuania         Gintas Kimtys
(authorized person)            (signature)        (name, surname)

Last updated: 31-07-2014

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