Process UAB establishment

The name of the legal entity that is being established must comply with the requirements of legal acts. Prohibited names are names that are not written in Lithuanian language, except when the names are related to legal persons from foreign countries. In this case, consent to use the name must be granted. When creating the names of legal entities, not only Lithuanian but also international words may be used but then it is necessary to choose an international word.

Important!

This prohibition does not apply to trademarks.

Step 1

The name of the legal entity

Step 2

The registered office of the legal entity

The registered office of the legal entity. When establishing a legal entity in Lithuania, it is necessary to have the premises where the registered office of the legal entity is to be established and will be registered. If the legal entity does not own or rent premises then such services can be purchased online. Price can range from 25 to 200 Euro.

Important!

When establishing a legal entity using a notary,  it is necessary to provide the original consent of the premises’ owner for the registration of the legal entity. If the premises are being mortgaged, for example, to the bank or notary then it is also necessary to provide the original creditor's consent to the notary.

Legal entity’s establishment documents:

  •       establishment act or contract;
  •       Statutes.

A contract is drawn up when a legal entity is established by two or more founders. When a legal entity is established by a single founder then an establishment act is drawn up. Both documents can be completed independently. If the person does not have the right competence, the notary must complete the documents. In this case, it is necessary to provide the notary with all the data and information required for the drawing up/completing the establishment documents. Data includes, the name of a legal entity, the registered office, founder’s identity document, mail address, the size of share capital, the number of shares, the nominal value of shares, the price of share issue, operational objectives, information about the head of the established legal entity, other members (if there are any), etc. The head of the company should be specified in the establishment documents.

The samples of establishment documents can be found in an official Government website.

Important!

The samples of establishment documents are provided only in Lithuanian language. The notary shall draw up the establishment documents only in Lithuanian language. If the founder requests to have the establishment documents in Lithuanian and English language, he should seek the assistance from lawyers and/or translators. The sample documents and those that were drawn up by the notary, are standard. If the founder requests in the establishment documents, for example, to impose certain restrictions such as the competence of the manager, the board or other governing bodies, their election procedures, responsibilities, etc. For these questions, it is necessary to seek help from the lawyers.

Step 3

Legal entity’s establishment documents

Step 4

Savings (temporary) bank account

Savings (temporary) bank account. If the founder has decided to establish a limited liability company, he will have to establish authorized capital in any bank of Lithuania. The minimum authorized capital needed for the establishment of a limited liability company in Lithuania is 2,500 Euro. This capital has to be created using money. If there is more than one founder, each of them has to pay at least ¼ of the nominal value of all of his subscribed shares and the sum of the excess nominal value of the subscribed shares. The opening of the savings account requires an establishment act or contract and founder’s identity document. In addition, a proxy is required when an account is established by a proxy holder. After an account is opened, an account number is received, which allows the transfer of the share capital into the opened savings account.

Important!

The savings bank account services in Lithuania are most promptly performed by AB “Šiaulių bankas” and/or AB “SEB” bank. In these banks, a savings bank account for a legal entity is opened within 1 business day. In other banks, this service can take up to two weeks. The funds in the savings account may be used only after the registration of the company is completed.

Term. The shares of the company to be established shall be fully paid within a time limit set out in an establishment contract or establishment act, which cannot not exceed 12 months from the date of its conclusion.

Statement from the bank about a share capital that has been created. When a share capital is created, it is necessary to contact the bank physically in order to obtain a certificate confirming that a share capital has been created. This certificate must be original, include bank details and a stamp. This certificate is presented to a notary.

Step 5

Statement from the bank about a share capital that has been created

Step 6

Documents needed for the establishment of a legal entity

Documents needed for the establishment of a legal entity. In addition to the documents and information mentioned above, the founder will have to provide his identity document (passport or ID card) and the identity document of the manager (board members, supervisory board, if they participate) passport or ID card.

Notarization of establishment documents. All the documents mentioned above are delivered to the notary. After notarization the documents are registered in the Register of Legal Entities. The notary fee at the notary office is 72,41 - 231,70 Euro.

Step 7

Notarization of establishment documents

Step 8

Registration of documents in the Register of Legal Entities

Registration of documents in the Register of Legal Entities. The notary shall place all the documents intended for registration in the Register of Legal Entities into an envelope then seal it and put a stamp. This envelope is delivered to the Register of Legal Entities. The registration of the legal entity takes 3 to 5 business days.

The cost of registration in the Register of Legal Entities is 57,34 Euro.

The cost of the extracts from the Register of Legal Entities (as needed): 2,61–9,27 Euro (optional).

A legal entity shall be deemed to be established when he is registered in the Register of Legal Entities. Once the legal entity is established, he/she receives SMS and/or an e-mail confirming this. It is sent using the contact information that was provided by the founder. The message contains an access key which can be typed into the system and in this way a person can download an electronic extract of the legal entity’s establishment document.

The accounting of the legal entity may be managed by the senior accountant (accounting officer) or by an accounting firm that works under a contract or self-employed accountant. The head of a legal entity does not have the right to manage the accounting of a limited liability company independently.

Step 9

Accounting

Step 10

Other additional actions that follow after the establishment of the legal entity

Other additional actions that follow after the establishment of the legal entity.

After the company is established, it is necessary to perform the following steps:

  •       Change the savings account into a current account.
  •       Preparation of securities accounts;
  •       Submission of shareholder data to the Legal Entities Information System – JADIS (if there is more than one shareholder);
  •       Hiring a company manager.

* This procedure for establishing a legal entity is created for recommendation purposes when a legal entity is established whose legal form is a limited liability company. This procedure should be used when establishing a legal entity not by electronic means and when the founder is a foreign natural person.

Useful documents. Most relevant information and documents for those who want to register a new legal entity. Choose the form of the company you want to establish and pick other options, relevant to your case.