General and Limited Partnerships
- Lithuanian Companies
- Business in Lithuania
- Public and Private Companies
- Individual Enterprises
- Public Institutions
- General and Limited Partnerships
- Branches of Foreign Companies
- Additional Services
A general partnership and a limited partnership are private legal persons with unlimited civil liability.
General partnership is an enterprise whose members are general partners.
Limited partnership is an enterprise whose members are general partners and limited partners.
The partnership gains civil rights, assumes civil duties and fulfils them through its general partners. The name of a general partnership shall contain the words defining its legal form, i.e. "tikroji ūkinė bendrija" or its abbreviation "TŪB".
The name of a limited partnership shall contain the words defining its legal form, i.e. "komanditinė ūkinė bendrija" or its abbreviation "KŪB".
The partnership shall be registered in the Republic of Lithuania. In carrying out its activities, the partnership shall be guided by the Civil Code, the Law on Partnerships, its partnership agreement and other statutory acts.
The partnership may be established by natural or legal persons. A partnership must have at least two and no more than twenty members.
A limited partnership shall be formed by making a partnership agreement in writing with each person seeking to be accepted into a partnership as a limited partner. All prospective limited partners shall be acquainted with the joint activity agreement. Once the Partnership Agreement is signed, the limited partner is deemed to have been acquainted with the Joint Activity Agreement.
Once the partnership is registered with the Register of Legal Persons, it is considered registered.
The general partnership is registered after making a Joint Activity Agreement and after the documents specified in the Civil Code required for partnership registration have been filed with the Register of Legal Persons.
The limited partnership is registered after making a Joint Activity Agreement and agreements with limited partners and after filing the documents specified in the Civil Code required for partnership registration with the Register of Legal Persons.
Upon registering the partnership with the Register of Legal Persons all founders of the partnership shall become general partners.
Upon registering the partnership with the Register of Legal Persons all persons who have signed the Partnership Agreement and made contributions to the limited partnership shall become limited partners.
Registration procedure of General Partnerships and Limited Partnerships, information, documents which are needed for registration
The registration of General Partnerships and Limited Partnerships should be started from filling the symbolic name reservation application.
The Civil Code of the Republic of Lithuania (Article 2.39 of Part 3) 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 after filing a partnership name registration application and obtaining a letter confirming that the name is available is to decide on the address of registered office. Both residential and nonresidential premises may be used for this purpose.
Then a Joint Activity Agreement is prepared and executed.
If you choose to use our services, you should supply us with the following documents in order to register a general or limited partnership: Where the founder is a legal person:
Where the founder is a legal person:
- The Partnership Agreement, copies of the registration certificate and the Articles of Association (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 partnership or participate in it;
- if the documents of formation are to be 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 partnership. Where the founder is a legal person, 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 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.
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