This is an unofficial translation of the Lithuanian court judgment, provided for information only. The Lithuanian original is authoritative. Read the original (Lithuanian)

Civil case No [anonymised]

Judicial proceedings No [anonymised]

Categories of the procedural decision: 2.2.2.8.2; 3.2.6.1.

TAURAGĖ DISTRICT COURT

JUDGMENT

IN THE NAME OF THE REPUBLIC OF LITHUANIA

31 August 2026

Tauragė

Judge [anonymised] of the Tauragė Chambers of Tauragė District Court, in written proceedings, examined the civil case on the claim of the claimants [anonymised] and [anonymised] against the defendants [anonymised] and [anonymised] for recognition of ownership of immovable property registered in the name of a deregistered company.

The court

has established:

1. The claimants [anonymised] and [anonymised], by their claim, ask the court to recognise the claimants’ joint common ownership of immovable property registered in the name of the deregistered UAB [anonymised] – a land plot whose register and unique numbers and address are [anonymised].

2. The claimants state in the claim that the claimant [anonymised] is a former shareholder of UAB [anonymised], having acquired all the company’s shares on 22–26 May 2024. The claimant acquired the company’s shares while married to the claimant [anonymised]. The company was liquidated on the initiative of the manager of the Register of Legal Entities under Article 2.70 of the Civil Code of the Republic of Lithuania (hereinafter the CC) and was deregistered. After the company was deregistered, immovable property remained registered in its name – a land plot of 0,9100 ha whose register and unique numbers and address are [anonymised]. After the company was liquidated and deregistered, a situation arose in which the land plot was legally left without an owner. After a company has been deregistered, its liquidation can no longer be revoked, because such a legal entity is regarded as having ceased to exist (Article 2.95(3) of the CC). Neither the Civil Code nor other legislation regulates such a situation.

3. The claimants submit that in the present situation the analogy of law should be applied, relying on the provisions of the Law on Public Limited Companies of the Republic of Lithuania (hereinafter the Law on Public Limited Companies), which provide that shares confirm their owner’s right to a part of the company’s property remaining after its liquidation (Article 15(1)(6) of the Law on Public Limited Companies), and that the property of a company in liquidation is distributed among shareholders in proportion to the nominal value of the shares they own (Article 40(1) and Article 73(13) of the Law on Public Limited Companies).

4. The claimants note that they in fact possess the immovable property – the land plot – that no other persons have ownership rights to this property, and that no restrictions or encumbrances apply to it.

5. The defendants [anonymised] and [anonymised] did not submit a response to the claim.

The court

finds:

The claim is to be upheld in full.

I. Recognition of joint common ownership of immovable property registered in the name of a deregistered company

6. The case data show that UAB [anonymised] was registered in the Register of Legal Entities on 26 August 2013. The claimant [anonymised] was the company’s manager from 30 September 2015 to 3 February 2026. The claimant [anonymised] was the company’s sole shareholder, having acquired the shares on 22–26 May 2024. On 21 January 2025 the manager of the Register of Legal Entities announced a decision to initiate the company’s liquidation on the basis of Article 2.70 of the CC. The company was liquidated on the initiative of the Register manager and was deregistered from the Register of Legal Entities on 3 February 2026. The claimants’ marriage was registered on 10 December 2008. The case data therefore confirm that the sole shareholder of the former company is the claimant and that the company’s shares were acquired while she was married to the claimant. An extract from the Real Property Register database of 29 June 2026 confirms that the land plot of 0,9100 ha, whose register and unique numbers and address are [anonymised], has belonged by right of ownership to UAB [anonymised] since 22 December 2016.

7. Once a decision to liquidate a company has been taken, it is deregistered from the Register of Legal Entities, and under Article 2.95(3) of the CC a company that has been deregistered is regarded as having ceased to exist. It should be noted that at present the question of who receives property registered in the name of a legal entity after its liquidation and deregistration under the simplified procedure is not regulated.

8. Article 1.8(1) of the CC provides that civil relations not regulated by the rules of civil law are governed by civil laws regulating similar relations (analogy of law). Article 15(1)(6) of the Law on Public Limited Companies provides that shareholders have the right to receive a part of the property of a company in liquidation. Article 73(13) of the Law on Public Limited Companies provides that, before a company in liquidation is deregistered, mandatory taxes to budgets and funds must first be paid and settlement made with the company’s creditors and employees, observing the order of satisfaction of claims laid down by law, after which the accrued dividend is paid to the owners of preference shares with a cumulative dividend. The remaining property of a company in liquidation is distributed, before the company is deregistered, among the shareholders in proportion to the nominal value of the shares they own.

9. Taking into account the circumstances established in the case and the legal regulation cited, the court decides that there are grounds to uphold the claim and to recognise that the claimants [anonymised] and [anonymised] own by right of joint common ownership the land plot of 0,9100 ha whose register and unique numbers and address are [anonymised].

II. Litigation costs

10. The court awards to the party in whose favour the judgment is made its litigation costs from the other party, even if that party is exempt from paying litigation costs into the State budget (Article 93(1) of the CCP). The court may depart from the rules on the distribution of litigation costs laid down in Article 93(1) of the CCP, taking into account whether the parties’ procedural conduct was proper and assessing the reasons for which the litigation costs arose (Article 93(4) of the CCP).

11. The claimants paid €92 of stamp duty for the claim; the costs are supported by the data submitted to the case (Article 98(1) of the CCP).

12. In the present case, although the civil case was heard under the adversarial procedure, there was no dispute in the case, and the defendants raised no objections to the claim being upheld. The claimants’ recourse to the court was caused not by unlawful acts of the defendants but by the claimants’ own acts or omissions, as a result of which the legal entity was liquidated. The claimants should have known the regulation laid down in Article 2.70 of the CC, on the basis of which a legal entity may be liquidated on the initiative of the manager of the Register of Legal Entities (Article 1.6 of the CC). In view of this, there is no basis to award the claimants compensation for litigation costs – the stamp duty – from the defendants.

Guided by Articles 259 and 270 of the Code of Civil Procedure of the Republic of Lithuania, the court

rules:

To uphold the claim in full.

To recognise that the claimants [anonymised] and [anonymised] have joint common ownership of immovable property registered in the name of the deregistered UAB [anonymised] – a land plot of 0,9100 ha whose register and unique numbers and address are [anonymised].

The judgment may be appealed against to Klaipėda Regional Court within 30 days of the date it was made, with the appeal submitted through the Tauragė Chambers of Tauragė District Court.

Judge [anonymised]