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Types of Companies

 

There are several types of companies (and structural divisions thereto) that may be chosen to-be-incorporated by foreign investors in the Republic of Lithuania in order to earn profit, namely public limited companies (hereinafter referred to as “AB”), private limited companies (hereinafter referred to as “UAB”), sole proprietorshippartnership or small partnershiplimited partnership, branch or representative office.

The most commonly-used type is private limited liability company (UAB) - over 96% of whole amount of incorporations.

Using EnterHow incorporation services to incorporate your business can save you both time and money with service that is fast, reliable, and affordable.

 

Comparison of the most common legal entity types in Lithuania

 

 

Public Limited Company ("AB")

Private Limited Liability Company ("UAB")

Small Partnership (“MB”)

 

Other Partnerships (“TŪB”, “KŪB”)

Branch or Representative office

Minimum Authorized Capital

40 000 EUR

2 500 EUR

None (Members can decide themselves)

Members can decide themselves

n/a

Founders/Members

1 or more persons can be the founder/s (shareholder/s) of a public limited liability company, and they can be both natural persons and legal entities. The founder may be a resident or non-resident of the Republic of Lithuania.

1 or more persons (up to 250) can be the founder/s (shareholder/s) of a private limited liability company. The founder may be a resident or non-resident of the Republic of Lithuania.

Founders can be only natural persons. Small partnership can consist up to 10 members.

For both general partnerships and limited partnerships, there needs to be an agreement between the partners, signed by all of them and notarised.

Enterprises, including foreign enterprises

Status

Legal entity

Legal entity

Legal entity

Legal entity

Neither the branch nor the representative office has the status of an independent legal person.

Liability

The company and its shareholders have limited liability, they are liable for its obligations to the extent of its entire property. A founder or shareholder is not liable for the public limited liability company's obligation, as well as the public limited liability company is not liable for the founder's or shareholder's obligations.

The company and its shareholders have limited liability. The shareholders' undertaking is limited to the amount of the capital invested only.

Limited civil liability – shareholders are not held personally liable for MB obligations

General partnerships have unlimited liability and limited partnerships have limited liability, it means that the limited partners are liable to the extent of their contributions, while there must be at least one General Partner with unlimited liability.

Foreign (parent) company is responsible for all liabilities.

Management Body

A decision-making body is the board with minimum of three board or supervisory council directors. The management bodies of the company are determined by the general shareholders meeting. A manager of a company shall be apointted as well.

A private limited liability company is determined by the general shareholders meeting, there is no mandatory requirement for board or supervisory council.  Also a manager of a company shall be apointted.

Meeting of the members (the representative of MB should be appointed)

or

One-man body of management (manager)

 

Meeting of the members (the representative of Partnership should be appointed)

or

One-man body of management (manager)

The activities of the branch are organised and carried out by the manager of the branch who has the right to represent the branch in relations with third parties only upon registration of the branch.

At least one of the persons authorised to act on behalf of the branch as well as of the representative office must reside in Lithuania.

How to incorporate?

 

Establishment of new company in Lithuana can be described in the the following picture. The process might be more complicated depending on the type of activities (for example, for licensed or otherwise regulated activities) as well as in situations where the share capital is paid by in-kind contributions.