Corporate administration for your Lithuanian company
Every change to a Lithuanian company goes through Lithuanian documents, Lithuanian deadlines and Registrų centras (the Centre of Registers, which keeps the Register of Legal Entities). Linden prepares the documents in two languages, tells you who signs and by when, and files them. You sign by e-signature from wherever you are.
We quote a price per change, or a monthly fee, after the free review.
In short
languages in every decision
Lithuanian for the register, English for you. Linden lawyers have done this work every day since 2016.
to reply
Within one working day we tell you what the change needs and what it will cost.
trips to Vilnius
You sign with an e-signature. The owners and the manager can be abroad.
The changes foreign owners ask us about
Each item below is a separate change with its own documents and deadline. We do one, or all of them as they come up.
Manager and board
- The manager does not have to be a Lithuanian citizen or live in Lithuania. Tax and social insurance are worth checking separately.
- The appointment or removal of a manager must be reported to the register within 5 days.
- A UAB has one manager. A second person can sign for the company under a procuration (prokūra), registered in the Register of Powers of Attorney.
- A board has at least three members, all natural persons. Setting one up usually means changing the articles.
Filings and powers of attorney
- Changes to register data or to the articles must be filed within 30 days.
- Documents for the register must be in Lithuanian. A document in another language needs a translation signed by a translator, so we prepare decisions in two languages.
- A power of attorney from a natural person in company matters must be certified by a notary, unless it is made online in the Register of Powers of Attorney.
Registered address
- The shareholders decide to change the registered office. With a single shareholder, its written decision is enough.
- If the premises are not the company's, the owner's written consent is needed.
- The articles change only if the address is written into them.
- Letters sent to the registered office count as properly sent, so someone must receive the company's post there.
Articles of association
- Changing the articles needs at least 2/3 of the votes of the shareholders present at the meeting.
- A company using the model articles can file the change directly with Registrų centras, without a notary. Bespoke or bilingual articles go through a notary.
- A change of company name also needs a public notice or a written notice to all creditors first.
Shareholder decisions and the annual meeting
- The annual general meeting must take place within 4 months after the end of the financial year, so by 30 April for a calendar year. It approves the annual financial statements.
- The approved statements go to the register within 30 days after the meeting. We work on this with your accountant.
- The statements must be filed every year, even if the company does not trade.
- With a single shareholder, its written decisions count as decisions of the general meeting.
Beneficial owners
- A beneficial owner is the natural person who owns or controls the company, for example through more than 25% of the shares.
- The data go to JADIS (the Information System of Participants of Legal Entities), within 10 days of any change. Earlier this was the separate JANGIS subsystem.
- These data are not public.
Share transfers
- A sale of 25% or more of a UAB's shares, or for a price above EUR 14,500, must be certified by a notary.
- The other shareholders have a right of first refusal, unless the articles exclude it.
- After the transfer, the new shareholder's data go to JADIS within 5 days. The articles do not change, because they do not name the shareholders.
Share capital
- A capital increase needs at least 2/3 of the votes. The decision goes to the register within 10 days, and the amended articles within 6 months.
- A foreign company shareholder proves its registration with an extract from its register with an apostille, unless that register is public and free to access.
- The minimum share capital of a UAB is EUR 1,000.
Opening a branch
- A branch of a foreign company is not a separate legal person. The foreign company is liable for its obligations.
- The register needs the foreign company's register extract, founding documents and articles, and its annual financial statements. The extract and founding documents must be legalised or apostilled, and translated.
- We also prepare the decision to open the branch and the branch regulations.
Four steps to get started
After the first two steps, each change takes only your signature.
- You – the owner or manager
- Linden lawyer
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Free review
1 working day- You
- Linden
You write a few sentences about the company and the change you need. We reply with what the change involves, who has to sign, and the price: per change, or as a monthly fee.
Get a review -
Documents
when you are ready- You
- Linden
You send us the company's documents. We check what the register shows and what is missing or out of date.
We need: the articles of association, the latest Registrų centras extract, the details of the shareholders and the manager, and, if a shareholder is a company, its register extract.
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Linden becomes your Lithuanian corporate contact
from the start- Linden
You have one contact in Lithuania for company law. We keep track of the deadlines, prepare the documents, and work with your accountant on the annual meeting. The manager can give Linden a power of attorney online, through the Register of Powers of Attorney.
Done by Linden. You do not need to follow Lithuanian deadlines yourself.
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Each change done by e-signature
as needed- Linden
- You
Linden prepares a decision in Lithuanian and English. You sign it with a qualified electronic signature. Without one, you sign by hand and send a scan. We file it with Registrų centras and send you the updated extract.
Some changes still need a notary, for example a sale of 25% or more of the shares, or bespoke articles. We tell you in advance.
A quote per change, or a monthly fee
Companies need different things, so we give you the price after the free review. You choose: a price for each change, or a monthly fee.
Per change
Suits a company that needs one change now, for example a new manager or a share transfer. You know the price before we start.
Monthly fee
Suits a company that wants one Lithuanian contact for its company law matters through the year. We agree what the fee covers after the review.
What foreign owners ask us most often
Questions from real letters from our clients.
Does the manager of a Lithuanian company have to live in Lithuania?
No. The law requires only that the manager is a natural person who has not been barred from the role. There is no citizenship or residence requirement. Where the manager lives can matter for tax and social insurance, so it is worth checking separately.
Can the company have two directors?
No. A UAB has one manager who acts for the company alone. If another person needs to sign for the company, it can grant a procuration (prokūra). It is registered in the Register of Powers of Attorney. The articles can also require the manager to act together with another member of a management body.
In which language are the shareholder decisions written?
Companies in Lithuania keep their records in Lithuanian. Documents filed with the register must be in Lithuanian, or come with a translation signed by a translator. That is why we prepare decisions in Lithuanian and English side by side.
Do the articles change when a shareholder changes?
No. The articles do not name the shareholders. After a change of shareholder, the new shareholder's data are filed with JADIS. The company's manager is responsible for this.
Are beneficial owners visible to everyone?
No. The data on beneficial owners are given only to those with a legal right to them, such as the beneficial owners themselves, state institutions and, under conditions set by law, journalists. In practice banks and notaries use them most.
Why does the bank keep asking for beneficial owner data?
It is an anti-money-laundering requirement. Banks must keep the identification data of their clients and beneficial owners up to date, also for existing clients. A new request does not mean that something is wrong.
Must the company file financial statements if it does not trade?
Yes. The duty to file the annual financial statements with the register stays even when the company does not trade. A dormant company can be released from filing tax returns for a time, but that is a separate question for VMI (the State Tax Inspectorate).
Does every change to the articles need a notary?
No. If the company uses the model articles and meets the other conditions, the change can be filed electronically with Registrų centras directly. If the articles are bespoke, or you want to keep a bilingual text, a notary checks the documents.
Articles for foreign owners
Tell us about your company
Write a few lines about your company. A Linden lawyer will reply within one working day with the route, the price and the time it takes.
We answer on working days. E-mail info@linden.lt