Conflicts of Interest Policy

1. Purpose and Scope

Company in Lithuania UAB (hereinafter: the “Company”, “we”, or “us”), incorporated in the Republic of Lithuania under registration number 304377400, with its registered address at Lvovo g. 25–104, Vilnius, 09320, Lithuania, is committed to acting with integrity and in the best interests of its clients at all times.

A conflict of interest arises when the personal, financial, or professional interests of the Company, its directors, employees, consultants, or agents diverge from — or have the potential to diverge from — the interests of a client or clients. Conflicts of interest, if unmanaged, can compromise the quality and objectivity of the advice and services the Company provides, and can undermine the trust that clients place in the Company.

This Conflicts of Interest Policy (hereinafter: the “Policy”) establishes the framework through which the Company identifies, assesses, discloses, and manages conflicts of interest in its business activities. It is designed to ensure that the Company’s professional obligations to its clients are always met and that clients are never placed at a disadvantage by the Company’s internal relationships or competing interests.

1.1 Legal and Regulatory Basis

This Policy reflects the Company’s obligations under, and has been adopted in compliance with:

The Law of the Republic of Lithuania on Companies (Akcinių bendrovių įstatymas — ABĮ), which imposes obligations on directors to avoid conflicts of interest and to act in the best interests of the company — Article 37(3) ABĮ;
The Civil Code of the Republic of Lithuania (Civilinis kodeksas — CK), which establishes the duty of good faith in contractual and professional relationships — Article 6.158 CK;
The Law of the Republic of Lithuania on Attorneys at Law, to the extent applicable to legal professionals acting within or on behalf of the Company;
The Law of the Republic of Lithuania on the Prevention of Money Laundering and Terrorist Financing (PPTFPĮ), which requires obliged entities to manage conflicts of interest in the context of AML compliance functions;
Applicable professional conduct rules of the Lithuanian Bar Association (Lietuvos advokatūra) and the Lithuanian Chamber of Certified Accountants (Lietuvos buhalterių ir auditorių asociacija), to the extent applicable to the Company’s licensed professionals;
General principles of professional ethics applicable to legal, accounting, and advisory service providers in the Republic of Lithuania.

1.2 Scope of Application

This Policy applies to:

All directors, officers, and members of the Company’s management;
All employees of the Company, whether full-time, part-time, or on fixed-term contracts;
All consultants, sub-contractors, and external advisers who provide services on behalf of or through the Company;
All business relationships and engagements entered into by the Company with its clients;
All decisions, advice, and services delivered by the Company to its clients.

2. Definitions

For the purposes of this Policy, the following terms have the meanings set out below:

Term	Definition
Actual conflict	A situation in which the Company’s or an individual’s personal, financial, or professional interest directly and currently conflicts with a client’s interest.
Apparent conflict	A situation which a reasonable and informed observer would perceive as a conflict of interest, even if no actual conflict exists.
Associated person	A family member, close friend, or person with whom a director, employee, or consultant has a personal, financial, or other relationship that could influence their professional judgment.
Client	Any person or entity to whom the Company provides services under a service agreement or engagement letter.
Competing interest	Any personal, financial, or professional interest — of the Company, its directors, employees, or consultants, or their associated persons — that differs from or is adverse to the interests of a client.
Conflict of interest	Any situation in which a competing interest has the potential to influence, or could reasonably be perceived to influence, the advice, services, or conduct of the Company or its personnel in a way that is detrimental to the interests of a client.
Connected client	Two or more clients whose interests are interconnected in a way that creates a risk that acting for one will prejudice the interests of another.
Disclosure	The act of informing a client, in writing, of the existence of a potential, apparent, or actual conflict of interest and the steps being taken to manage it.
Material interest	A financial, business, personal, or other interest that is sufficiently significant to be capable of influencing professional judgment.
Mitigation measures	Actions taken by the Company to prevent or reduce the impact of a conflict of interest on the quality and objectivity of the services provided to a client.

3. Categories of Conflict of Interest

The Company recognises the following principal categories of conflict of interest that may arise in the context of its business activities:

3.1 Client-vs-Client Conflicts

A client-vs-client conflict arises when the Company acts, or proposes to act, for two or more clients whose interests are adverse to each other or are in competition. This is the most common category of conflict in a professional services context and includes:

Acting for both parties to a transaction or dispute where their interests are directly opposing;
Providing advice to two clients who are in competition with each other in the same market or for the same opportunity;
Providing incorporation or corporate services to parties who are in dispute over the ownership or control of a company;
Acting for a client whose interests may be adversely affected by the advice given to another client on a related matter.

3.2 Firm-vs-Client Conflicts

A firm-vs-client conflict arises when the Company’s own interests — financial, commercial, or reputational — diverge from or are adverse to the interests of a client. Examples include:

The Company holding a financial interest in a counterparty with whom a client is negotiating;
The Company having a commercial relationship with a third party that it recommends to a client, where that recommendation is influenced by the commercial relationship rather than the client’s best interests;
The Company having a financial incentive to recommend a particular course of action to a client that serves the Company’s interests at the expense of the client’s interests;
The Company seeking to maximise its own fees in a way that conflicts with the client’s interest in cost-effective service delivery.

3.3 Personal Conflicts

A personal conflict arises when the personal interest of an individual director, employee, consultant, or agent of the Company affects or may affect their ability to act objectively in the client’s interests. Personal conflicts include:

A personal financial interest in a transaction or matter on which the individual is advising a client;
A personal relationship with a counterparty, competitor, or other party whose interests are adverse to those of the client;
Receiving, or having received, gifts, hospitality, or other benefits from a party connected to a client matter in a manner that could influence the individual’s professional judgment;
Having a prior professional relationship with an adverse party that generates residual loyalty or obligation;
A personal investment in the outcome of a matter on which the individual is advising.

3.4 Competing Engagement Conflicts

A competing engagement conflict arises when the Company’s existing professional obligations to one client prevent it from providing objective, unconflicted advice to another client. This includes situations where:

Confidential information received from one client would, if used, benefit or disadvantage another client;
The Company’s continuing obligations to a former client prevent it from acting freely for a current client;
An existing engagement with one client limits the services the Company can offer to another client in the same sector or on a related matter.

3.5 Conflicts in Regulated Activities

Where the Company provides services that are subject to sector-specific regulatory requirements — including AML/CTF compliance services, financial licensing advisory, and services connected to regulated financial activities — additional conflicts may arise from the regulatory obligations imposed on the Company in its capacity as an obliged entity or as an adviser to regulated entities. The management of such conflicts must be consistent both with this Policy and with the relevant sector-specific regulatory requirements.

4. Identification of Conflicts of Interest

4.1 Pre-Engagement Assessment

Before accepting any new client engagement, the responsible director or engagement manager must assess whether any conflict of interest exists or is likely to arise in connection with the proposed engagement. The pre-engagement conflict check involves:

Identifying all clients currently served by the Company whose interests may be adverse to or incompatible with those of the proposed new client;
Assessing whether the proposed engagement involves a matter in which any director, employee, or consultant of the Company has a personal or financial interest;
Reviewing the Company’s internal conflict register to identify any prior engagements or relationships that may be relevant;
Considering whether the proposed engagement would limit the Company’s ability to continue serving an existing client fairly and without constraint.

Where a potential conflict is identified during the pre-engagement assessment, it must be reported to the Director before the engagement is accepted. The Director determines whether the conflict can be managed through appropriate mitigation measures or whether the engagement cannot be accepted.

4.2 Ongoing Identification

Conflicts of interest can arise or change during the course of an engagement. All directors, employees, and consultants are required to assess on an ongoing basis whether any conflict has arisen or is developing in connection with any matter on which they are working. Factors that may indicate the emergence of a new conflict during an engagement include:

A change in the nature or scope of the engagement that brings it into contact with the interests of another client;
The acquisition of a new client whose interests may conflict with an existing client’s interests;
A change in the personal or financial circumstances of a director, employee, or consultant that creates a new personal interest in a client matter;
New information received about a client, counterparty, or third party that reveals a previously unknown conflict.

4.3 Duty to Report

Any director, employee, or consultant who identifies a potential, apparent, or actual conflict of interest — whether at the pre-engagement stage or during an ongoing engagement — must report it to the Director immediately. Reports must be made in writing and must describe the nature of the conflict, the parties involved, and the engagement(s) affected. Early reporting is essential — a conflict that is identified and reported promptly can often be managed effectively; a conflict that is identified late may require a more disruptive response.

5. Management and Mitigation of Conflicts

Where a conflict of interest has been identified, the Company will assess the conflict and determine the appropriate management response. The response will be proportionate to the nature and severity of the conflict and the potential for harm to the client’s interests.

5.1 Hierarchy of Responses

The Company’s preferred approach to managing a conflict is to eliminate it by declining the conflicting engagement or by restructuring the arrangement so that the conflict does not arise. Where elimination is not possible or proportionate, the conflict is managed through one or more of the mitigation measures described in Section 5.2. Where a conflict cannot be adequately managed by mitigation, the Company must decline or withdraw from the engagement that gives rise to the conflict.

5.2 Mitigation Measures

Depending on the nature and severity of the conflict, one or more of the following mitigation measures may be implemented:

5.2.1 Information Barriers (Chinese Walls)

Where the Company acts for two clients whose interests are potentially adverse, an information barrier may be established between the teams or individuals handling each client’s matters. An information barrier requires that: the personnel handling each matter are clearly separated and do not share information about the respective clients; there is no cross-communication about either client’s matter between the separated teams; each client is advised that an information barrier is in place; and the barrier is documented in the Company’s conflict management records.

5.2.2 Disclosure and Informed Consent

Where a conflict exists but can be managed without compromising the quality of the service provided to either client, the Company may proceed with both engagements following full disclosure to each affected client and the receipt of each client’s informed written consent. Disclosure must be sufficiently detailed to enable the client to make an informed decision — a general statement that a conflict may exist is not sufficient. The client must understand the specific nature of the conflict and the measures being taken to manage it.

5.2.3 Reassignment

Where the conflict arises from the personal interests or relationships of a specific individual, the matter may be reassigned to a different member of the Company’s team who is not affected by the conflict. The reassigned individual must not have access to the conflicted matter and must not communicate with the original handler about the substance of the matter.

5.2.4 Limitation of Scope

In certain circumstances, it may be possible to manage a conflict by limiting the scope of the Company’s engagement for one or more clients — for example, by restricting the Company’s role in a matter to a defined and clearly separated aspect that does not touch the area of conflict. Any such limitation of scope must be clearly documented in the relevant engagement letter and communicated to the affected client.

5.2.5 Withdrawal from Engagement

Where a conflict of interest arises during an engagement and cannot be adequately managed by any of the above measures, the Company will withdraw from the engagement — or from one of the conflicting engagements — with appropriate notice to the affected client(s). Withdrawal is the measure of last resort and will be managed in a way that minimises disruption and harm to the client’s interests, including providing the client with reasonable time to engage alternative advisers.

6. Illustrative Conflict Scenarios

The following scenarios illustrate how this Policy applies to common situations that may arise in the Company’s business activities. These examples are not exhaustive.

Scenario A: The Company is asked to incorporate a new company for a client (Client B) that intends to operate in the same market and in direct competition with an existing client (Client A) for whom the Company provides ongoing accounting services.

Required response: Pre-engagement conflict check identifies the competing client relationship. The Company discloses the relationship to both clients. If neither client consents to the Company acting for both, the Company declines the new engagement from Client B. If both clients provide informed written consent, the Company may proceed with information barriers between the two engagements.

Scenario B: A senior employee of the Company owns shares in a company that is a counterparty in a transaction for which the Company is providing legal or corporate advisory services to a client.

Required response: The employee must immediately disclose the personal financial interest to the Director. The employee is reassigned away from the matter and replaced with a colleague who has no connection to the counterparty. The client is informed that the original handler has been reassigned due to a personal interest, without disclosing the specific nature of the interest unless necessary.

Scenario C: The Company is asked by a client to recommend a bank for the purpose of opening a corporate account. The Company has a commercial referral arrangement with one of the banks it would otherwise recommend.

Required response: The existence of the referral arrangement must be disclosed to the client before any recommendation is made. The Company’s recommendation must be based on the client’s best interests — not on the existence of the referral arrangement. If the referral arrangement could reasonably influence the recommendation, the Company must either not recommend that bank or make the referral arrangement fully transparent to the client.

Scenario D: The Company acts as the registered address provider and corporate secretary for two clients (Client X and Client Y) who are currently engaged in a commercial dispute with each other.

Required response: The Company cannot provide advice to either party in relation to the dispute. The corporate secretary and registered address services may continue for both clients on a purely administrative basis, provided neither client requires the Company to take any action that could advantage one over the other. Both clients must be notified of the Company’s position. If either client requires the Company to take sides or to act against the other client’s interests, the Company must withdraw from that client’s engagement.

Scenario E: A director of the Company is a family member of a senior officer at a regulatory authority before which the Company is representing a client.

Required response: The director must immediately disclose the family relationship to the Director and must recuse themselves from all involvement in the client’s regulatory matter. The matter is reassigned to another qualified person. The client is informed of the reassignment. The director’s family relationship is documented in the conflict register.

7. Disclosure to Clients

7.1 Obligation to Disclose

Where a conflict of interest has been identified and the Company determines that it can be managed through mitigation measures rather than by declining the engagement, the affected client or clients must be informed of the conflict in writing before the Company proceeds. The Company will not proceed with a conflicted engagement — or with a mitigated engagement — without the client’s knowledge and, where required, the client’s informed written consent.

7.2 Content of Disclosure

A conflict disclosure communication must include:

A description of the nature of the conflict in terms that the client can understand, without breaching confidentiality obligations owed to another client;
An explanation of how the conflict has arisen;
A description of the mitigation measures the Company proposes to implement;
An assessment of whether, in the Company’s professional judgment, the conflict can be managed adequately in a way that will not compromise the quality of the services provided to the client;
A request for the client’s written consent to proceed on the disclosed basis, where such consent is required;
An invitation to the client to ask questions or seek independent advice before deciding whether to consent.

7.3 Limits of Disclosure

The Company’s obligation to disclose a conflict of interest to one client does not override its confidentiality obligations to another client. Where full disclosure of the nature of the conflict would require the Company to reveal information that is confidential to another client, the Company will describe the conflict in sufficient general terms to enable the receiving client to understand and assess the risk, without revealing the confidential information. If the Company is unable to give the client sufficient information to make an informed decision without breaching another client’s confidentiality, the Company will decline to proceed with the engagement rather than proceed without adequate disclosure.

7.4 Informed Consent

Where the Company seeks the client’s consent to proceed with a conflicted engagement, the client’s consent must be:

Informed — based on an adequate understanding of the nature and implications of the conflict;
Voluntary — given without pressure or inducement by the Company;
In writing — confirmed in a durable written form, whether by email, letter, or signed document;
Specific — relating to the particular conflict disclosed, not a blanket waiver of all future conflicts.

The Company retains copies of all conflict disclosures and client consents in its conflict register.

8. Gifts, Hospitality, and Personal Benefits

The receipt of gifts, hospitality, or other personal benefits from clients, counterparties, or other persons connected with the Company’s business creates a risk of actual or apparent conflicts of interest by generating a sense of obligation that may influence professional judgment.

8.1 General Principle

No director, employee, or consultant of the Company shall solicit or accept gifts, hospitality, or other personal benefits that could reasonably be expected to influence their professional judgment or create an obligation to favour the interests of the giver over those of a client.

8.2 Acceptable and Unacceptable Benefits

The following principles apply:

Modest gifts of a purely symbolic or promotional nature (such as branded stationery, calendars, or items of nominal value below €50) are generally acceptable provided they are not given or received in connection with a specific decision or transaction;
Business meals and professional hospitality are acceptable where they serve a genuine professional purpose and are proportionate in value to the occasion;
Cash gifts, gift cards, or payments in any form are never acceptable regardless of value;
Any gift or hospitality offered in connection with a pending decision, referral, or transaction must be declined regardless of value;
Gifts or hospitality that would give rise to embarrassment if disclosed publicly must be declined.

8.3 Declaration Obligation

Any director, employee, or consultant who receives a gift or hospitality with a value exceeding €50, or any gift or hospitality received in connection with a client matter regardless of value, must declare it to the Director within 5 business days of receipt. Declarations are recorded in the Company’s gifts register. The Director may direct that the gift be returned, donated to charity, or retained as Company property.

9. Conflict of Interest Register

The Company maintains a Conflicts of Interest Register in which all identified conflicts of interest and the measures taken to manage them are recorded. The register is maintained by the Director and is reviewed at least quarterly.

9.1 Register Contents

The Conflicts of Interest Register records the following information for each identified conflict:

Field	Content
Reference number	Unique identifier assigned to each conflict entry
Date identified	The date on which the conflict was first identified or reported
Identified by	The name and role of the person who identified and reported the conflict
Nature of conflict	A description of the type and nature of the conflict (client-vs-client, firm-vs-client, personal, etc.)
Clients / parties affected	The names of the clients, counterparties, or other parties affected by the conflict
Engagements affected	The specific engagements or matters to which the conflict relates
Mitigation measures	The measures implemented to manage the conflict, including information barriers, reassignment, or limitation of scope
Disclosure made	Confirmation that written disclosure was made to affected clients and the date of disclosure
Client consent received	Confirmation that informed written consent was received from affected clients (where required) and the date of receipt
Decision	The outcome — whether the engagement was accepted with mitigation, declined, or withdrawn from
Date closed	The date on which the conflict was resolved or the engagement ended
Reviewed by	The name of the Director or senior person who reviewed and approved the conflict management decision

9.2 Retention

Entries in the Conflicts of Interest Register are retained for a minimum of five (5) years from the date on which the conflict entry is closed, in accordance with the Company’s general records retention policy.

10. Training and Awareness

The Company ensures that all directors, employees, and consultants who are subject to this Policy are familiar with its requirements and understand their individual obligations in relation to the identification, reporting, and management of conflicts of interest.

10.1 Onboarding Training

All new directors, employees, and consultants receive training on this Policy as part of their onboarding process, before they begin handling any client matter. Onboarding training covers the definition and categories of conflicts of interest, the duty to report, the disclosure and consent procedures, and the gifts and hospitality rules.

10.2 Annual Refresher Training

All relevant personnel receive annual refresher training on conflicts of interest management, incorporating any updates to this Policy or to applicable regulatory requirements. Annual training is documented and attendance records are maintained.

10.3 Matter-Specific Guidance

Where a complex or novel conflict situation arises in connection with a specific client matter, the Director provides matter-specific guidance to the personnel involved before any action is taken on the matter.

11. Consequences of Non-Compliance

Failure to comply with this Policy — including failure to identify and report a conflict of interest, failure to obtain required disclosures or consents, or deliberate concealment of a personal interest — constitutes a serious breach of the Company’s professional standards and may result in:

Disciplinary action against the responsible individual, up to and including termination of employment or engagement;
Professional liability for the Company and the individual in connection with the affected client engagement;
Regulatory consequences for the Company and any relevant licensed professionals;
Reputational damage to the Company and its principals;
Civil liability to the affected client for losses arising from the unconflicted management of a conflict that was not disclosed.

The Company takes its obligations in relation to conflicts of interest seriously and will not tolerate wilful non-compliance by any person acting on its behalf.

12. Policy Review and Updates

This Policy is reviewed and updated at least annually by the Director of the Company. It is also reviewed and updated following any material change in:

The Company’s business activities, services, or client base;
Applicable Lithuanian or European Union legislation or regulatory guidance on conflicts of interest;
The professional conduct rules applicable to the Company’s licensed professionals;
The outcomes of any conflict situation that reveals a gap or inadequacy in the current Policy.

The current version of this Policy is available to all clients on request and is published on the Company’s website at www.companyinlithuania.com.