Public and Private Companies

The Company shall be a private legal person with limited civil liability, which may be formed for any business not prohibited by the laws of the Republic of Lithuania. The amount of the authorised capital of a private limited liability Company may not be less than LTL 10 000. A private limited liability Company must limit the number of its shareholders to 250. The shares of above mention Company may not be offered for sale or traded publicly, unless other laws provide otherwise. The amount of authorised capital of a public Company may not be less than LTL 150 000. Its shares may offered for sale and traded publicly in compliance with the legal acts regulating public trading in securities. Authorised capital of Company is divided into parts called shares.

The Company‘s assets are separated from the shareholders‘assets. It shall be liable for its obligations only to the extent of its assets.

The shareholders shall be liable for the obligations of the Company only by the amounts which they must pay for their shares, with the exception of cases provided for in laws.

The Company must have its name which must include the words „akcinė bendrovė“ (public Company) or „uždaroji akcinė bendrovė“ (private Company) or their respective acronyms ( „AB“ or „UAB“). The Company must have at least one account with the bank registered in the Republic of Lithuania and its own seal. The registered Office of the Company must be situated in the Republic of Lithuania.

In carrying out its activities, the Company shall be guided by the Civil Code, the Company Law, its Articles of Association and the other statutory acts.
 Both natural and legal persons may become shareholders by acquitting shares in the Company.

Registration procedure of companies and information, documents which are needed for registration

The registration of the private company should be started from filling the symbolic name reservation application.

Civil Code of the Republic of Lithuania (Part 3, Article 2.39) prescribes that "the name of the legal entity shall not contradict the social order and principles of morality or mislead the public as to the incorporator of the legal entity, its member, place of registration, corporate goals, legal form or because of its identity with or similarity to the names of other legal entities, names of foreign enterprises, institutions and organizations, trade marks that are known to the Lithuanian public. The name of a legal entity shall not be confusingly similar or identical to well known trade marks or trade marks that have been already registered”. Part 1 of Article 2.40 of the Civil Code of the Republic of Lithuania states that "the name of a legal entity must be made up of words or combinations of words used in a direct or figurative meaning". Part 2 of Article 2.40 of the Civil Code states that "the name of a legal entity must be made up in compliance with the norms of the standard Lithuanian language and it may not be made up only of a word (words) identifying only a direct type of activities or only of a place-name, or only of another word (words) which does not have a distinguishing feature".

The next step is preparation of deed of settlement (if there will be only one shareholder in the Company) or the Memorandum of Association (if there will be two or more shareholders). Upon signing of the Deed of settlement (Memorandum of Association) the company‘s cumulative account may be opened with any of the banks registered in the Republic of Lithuania to which cash  contributions’ for the formation of the authorised capital will be transferred. Once the formation of the authorised capital has been completed, management bodies of the Company elected and the Articles of Association of the Company signed, arrange a meeting with the notary public who will check whether the instruments of incorporation are in compliance with applicable laws.

If you choose to use our services, the following documents should be presented by the founders in order to register a private company.
Where the founder is a legal person:

  • A copy of the company's foundation agreement, registration certificate, Articles of Association or extract from the Register (if the founder is a foreign company - the copy must be certified by the Apostille or notarially, provided that a relevant agreement by the Republic of Lithuania and the country whose resident is the founder has been signed and is in force);
  • a document confirming the adoption of a decision to form a company or participate in it;
  • if the documents of formation are signed by a person other than the head of the founder company, a power of attorney is required (if the founder is a foreign company - the power of attorney must be certified by the Apostille or notarially, provided that a relevant agreement by the Republic of Lithuania and the country whose resident is the founder has been signed and is in force).

Where the founder is a natural person:

  • Passport data (first name, surname, home address, nationality, personal ID No., passport series and No.).

The following information is also required:

  • Name of company. Where the founder is a legal entity, full name of the founder company or its part may be used, with or without additions (the use of the words "Lietuva" or "Lithuania" is restricted and is possible subject to permission of the Government of Lithuania);
  • Legal address in Lithuania and a written consent of the owner of the premises to provide the premises;
  • Passport data of director of the company being founded (first name, surname, home address, nationality, personal ID No.) and contact phone No.;
  • Projected activities of the company being founded;
  • Size of the authorised capital of the company being founded (not less than LTL 10,000 or EUR 2,896.20) and the share par value.
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