As a foreign investor interested in opening a company in Lithuania, you must know that you have the possibility of choosing from several company types. Among these, limited liability companies are very popular. A company type that is generally selected for incorporation is the private limited liability company in Lithuania - Uzdaroji Akcine Bendrove (UAB), a business form that requires a capital of EUR 2,900.
It may be formed by a single shareholder, but the maximum number may not overcome 249. The company formation in Lithuania does not exceed 3 weeks after registration if all the requested papers are in order. Our company formation agents in Lithuaniacan offer more information on the requirements for setting up a UAB.
Types of LLCs
Investors can set up only the limited liability company (Uzdaroji Akcine Bendrove).
Most suitable for
One can set up a UAB in Lithuania for almost all business activities regulated under the Lithuanian law.
Minimum number of shareholders
Maximum number of shareholders
Law regulating the procedure to open a limited liability company in Lithuania
Law on Companies.
Institution in charge with the registration of the LLC in Lithuania
The Register of Legal Entities
In order to set up a UAB in Lithuania, the shareholders must appoint at least 1 director (the shareholder can be the director, but if there are more shareholders, a board of directors can be set up).
The standard corporate tax is charged at a rate of 15%. Small companies and agricultural companies can benefit from reduced corporate tax rates of 0% or 5%. Starting with 1 July 2022, a corporate tax of 20% is charged to credit institutions.
Minimum requirements in order to open a limited liability company in Lithuania
Prepare and sign the incorporation documents, find a suitable office space, submit the minimum share capital (EUR 2,500), open a corporate bank account, obtain any business permits and licenses needed.
Apply for a business number (yes/no)
Foreign ownership rules
Foreigners can own 100% of the shares of a company registered in Lithuania.
Who can register a LLC
Tax residents who are individuals or companies. Foreign natural persons and legal entities can also
set up a UAB in Lithuania.
of the LLC
The Articles of Association
Documents to prepare for the incorporation
Identity documents of the person registering the company, evidence on a temporary trading name issued by the Register of Legal Entities, evidence on having an official business office and a consent to use it from the owner of the premises, a statement of available funds, the company's incorporation documents.
Audit requirements (yes/no)
Yes (only if 2 of the following 3 conditions apply: net turnover is above EUR 3,5 million, total value of assets above EUR 1,8 million, number of payroll employees is of 50 in a financial year).
Steps to open a Lithuanian limited liability company in 2022
The first step in opening a private limited liability company in Lithuania is checking the availability of the chosen name at the Public Institution Register Centre. If the name is available, then a reservation can be made. The entrepreneur must prepare the articles of association containing information on the following: the name of the company, the fact that it is a private limited liability company, the amount of capital, the type of business, the headquarter, shares, company duration if it’s a temporary one, and the signing date of the articles.
One of the requirements that investors have to comply with during the process of company formation in Lithuania is to provide an electronic signature. This is, of course, applicable for those who complete this process through the online option. Since the beginning of 2021, this option is also available for foreign investors, who can now obtain a certificate for their electronic signature, by following specific procedures. You can refer to our team of consultants, who can advise on this step.
If there is only one shareholder, a Constitutive Act must be signed. If there is more than one member, the memorandum of association must be signed. The memorandum must contain information regarding the articles of association, the incorporator, the name of the company, information on the shares, the name of the representative, the date when the document was signed.
A bank account must be opened and the minimum share capital of approx. EUR 2,900 must be deposited. One has to provide a receipt, through which it can be seen that the capital was deposited. The documents regarding headquarter must be filled up. A list of the shareholders is also required.
After notarizing the articles of association and filing an application, the above documents must be deposited at the Public Institution Register Centre and a Statement of Registration must be received. The next step is getting a company seal, used in every transaction the newly formed firm will perform.
The last step in incorporating a UAB is applying for the taxes at the Tax-Payer, working under the State Tax Inspectorate. This process mustn’t overcome 5 days after the registration. After you complete the registration procedure, you should hire an accountant. We can recommend you accountants in different countries, if you choose to open other firms in countries from Europe, such as Romania.
•the process for company formation in Lithuania can be completed in approximately 3 weeks;
•the steps for opening a corporate bank account can last approximately 2 weeks;
•the company is required to file annual tax returns and must have a tax registration certificate;
•the company can have foreign directors, who do not have to meet residency requirements;
•the Lithuanian UAB can have shareholders as natural persons, but also corporate entities;
•the company has to conclude an audit in the case in which the annual turnover is above EUR 1,4 million.
From an accounting point of view, the Lithuanian UAB must file its annual financial statements. This company type can be used for entering import-export activities of a wide category of goods. It is also worth knowing that the legal entity can own its own assets and can purchase properties in this country. Our team of specialists in company registration in Lithuania can offer additional information.
We invite you to watch the video below on how to set up a UAB in Lithuania:
Shareholders in a UAB in Lithuania
The private limited liability company’s activities are ruled by the General Meeting of the Shareholders. Among the rights of the participants of the General Meeting we present the following: choosing or removing the members of the Supervisory Board, amend the articles of association, shares related decisions and others.
There are four reasons for which a private limited liability company in Lithuania may be liquidated: the time frame as stated in the articles of association has expired, the General Meeting has decided so, the creditors have filled the bankruptcy forms or if the appropriate court decided that the company was breaking the law.
Costs for setting up a UAB in Lithuania
One of the major concerns for foreign investors interested in starting a business in a foreign country refers to the costs associated with the respective investment. For those who want to open a company in Lithuania as a private limited liability company, the costs are much lower compared to the ones applicable to other company types. These costs are shown in the table below:
Preparing and legalizing the company’s documents
Depends on the notary, on average 100 euros
Opening the bank account
Registering with the Trade Register
Approximately 60 euros
Registering for taxation and VAT
Registering for social security
Our local agents offer more information on these costs. If you need advice on how to open a Lithuanian company as a UAB or information on the costs associated with other company types, you can address to our team. Our consultants in Lithuania company formation can provide details on the costs of registering a branch office or a representative office as well.
What is the data on foreign investments in Lithuania?
Foreign businessmen who want to open a Lithuanian company will most likely be interested in knowing up-to-date information on the dynamics of foreign direct investments carried out here, as this provides valuable data on the country’s ability to attract investors on the local market, but also on the incentives and other advantages foreign investors can find here. According to the Official Statistics Portal of Lithuania, the data on foreign investments show the following:
•in the 1st quarter of 2020, the total investments in Lithuaniaaccounted for EUR 18,674.22 million, while in the 3rd quarter, it stood at EUR 19,084.77 million;
•most of the investments were made by investors from the European Union (EU) – in the 1st quarter, EU businessmen invested EUR 16,057.95 million from the total investments of the respective period;
•an important investor interested in opening a Lithuanian company is one of the neighboring countries, Estonia, which invested EUR 2,859.63 million in the 1st quarter;
•the most important investor in 2020 was Sweden, which invested in the 1st quarter EUR 3,151.64 million, increasing to EUR 3,433.34 million in the 3rd quarter;
•The Netherlands is also an important investor, accounting for EUR 2,637.68 million in the 1st quarter of 2020.
Questions related to starting a UAB in Lithuania in 2022
Oftentimes, foreign investors ask a basic set of questions with regards to theregistration of a company in Lithuania. This is why, below, we have prepared a short list of the most common questions we receive on the registration of a Lithuanian private limited liability company.
Is it difficult to open a UAB in Lithuania in 2022?
No, the company registration process of a UAB is quite simple and can be completed in a matter of days. This can be done as long as the investors have prepared the necessary documents and forms in accordance with the requirements of every institution that is involved in this process. This is why we recommend you to address to our team of consultants in company formation in Lithuania for legal assistance.
Do I have to deposit the entire share capital upon registration?
No, you must deposit at least 25% of the share capital when registering the company. However, the company will still need the entire capital requirement, and this can be done after the process of company incorporation in Lithuania is successfully completed by the investors.
Must I have a local partner to open a UAB in Lithuania?
No, there are no requirements related to having a local partner for this type of company. This means that the foreign investor can have 100% full ownership on the private limited liability that he will register in Lithuania. The requirement of having a local partner may be imposed for specific industries, but as a general rule, there aren’t any requirements.
Can I register the company if I am not in the country?
Yes, you can grant us power of attorney and we can register the company on your behalf. Our team of consultants in company registration in Lithuania can handle the entire procedure without any issue, as long as all the documents are prepared in accordance with the imposed requirements.
What is the corporate tax for a limited liability company in Lithuania?
The corporate tax ratein Lithuania is 15%. You can also address to our team for advice on the corporate tax system applicable to companies, the social security taxes and any other taxes that may apply to a local business. For assistance in registering a UAB, please contact our Lithuania company formation advisors.
Marijus Šaras is our experienced corporate lawyer who can help clients open companies in Lithuania.
Call us now at +37061578743to set up an appointment with our lawyers in Vilnius, Lithuania. Alternatively you can incorporate your company without traveling to Lithuania.
As our client, you will beneficiate from the joint expertize of local lawyers and international consultants. Together we will be able to offer you the specialized help you require for your business start-up in Lithuania.