Best Corporate & Commercial Lawyers in Republic of Lithuania

About Corporate & Commercial Law in Republic of Lithuania

Corporate and commercial law in the Republic of Lithuania covers the rules and regulations that govern businesses, companies, commercial transactions, and business relations. This branch of law encompasses company formation, compliance, mergers and acquisitions, contracts, commercial disputes, insolvency, and more. Lithuania’s legal structure is harmonized with European Union law, creating a business-friendly environment for local entrepreneurs as well as foreign investors. The sector is regulated by national legislation, including the Civil Code, Law on Companies, and various commercial acts.

Why You May Need a Lawyer

There are several situations where consulting with a corporate and commercial lawyer in Lithuania is essential. Legal assistance is crucial for company registration and structuring, preparing and negotiating contracts, handling mergers or acquisitions, resolving shareholder disputes, or ensuring compliance with local and EU regulations. If you plan to engage in cross-border business, a lawyer can help you navigate international legal requirements. Additionally, lawyers provide critical support during government inspections, audits, restructuring, or insolvency proceedings. In many cases, early legal intervention helps to prevent costly disputes and ensures your business activities are legally sound.

Local Laws Overview

Corporate and commercial activities in Lithuania are primarily governed by the Civil Code, the Law on Companies, the Law on Partnerships, and the Law on Bankruptcy, along with other specific regulations. Key aspects include:

• Company formation options such as private limited liability companies (UAB), public limited liability companies (AB), and partnerships.
• Mandatory registration of companies with the Register of Legal Entities.
• Strict requirements for corporate governance, such as management board structures and shareholder rights.
• Rules on the preparation, execution, and enforcement of commercial contracts.
• Statutory requirements for bookkeeping, financial reporting, and auditing.
• Procedures for mergers, demergers, acquisitions, and liquidations.
• Regulations on foreign investment, including sector-specific restrictions and screening mechanisms.
• Legal frameworks for insolvency and bankruptcy, including creditor protections.
• Obligations related to anti-money laundering and combating terrorism financing.

Lithuania’s membership in the EU means that businesses must also comply with relevant EU directives and regulations, particularly on matters such as competition, consumer protection, and data privacy.

Frequently Asked Questions

What types of companies can be established in Lithuania?

The most common types of companies are private limited liability company (UAB), public limited liability company (AB), small partnership (MB), general partnership, and limited partnership. Each form has its own establishment requirements and liability structures.

How long does it take to register a company in Lithuania?

The process typically takes between 2 and 5 business days after all required documentation is prepared and submitted to the Register of Legal Entities.

Can foreign citizens or entities own companies in Lithuania?

Yes, both foreign individuals and entities can fully own businesses in Lithuania, except for certain sectors where specific restrictions apply.

What are the basic requirements for company capitalization?

For a private limited liability company (UAB), the minimum authorized share capital is 1,000 euros, and for a public limited company (AB), it is 40,000 euros. The capital must be deposited before registration.

Is it mandatory to have a registered business address in Lithuania?

Yes, all companies must have a registered office address in Lithuania for company registration and official correspondence.

What are the obligations regarding annual financial statements?

Lithuanian companies must prepare and submit annual financial statements to the Register of Legal Entities. Auditing is mandatory for larger companies depending on their size and turnover.

How are mergers and acquisitions regulated?

Mergers and acquisitions must comply with both Lithuanian and, where applicable, EU competition and antitrust laws. Some transactions require notification to and approval from the Competition Council.

What are the rules for terminating or liquidating a company?

Company liquidation is governed by the Civil Code, Law on Companies, and Law on Bankruptcy. The process involves creditor notification, asset distribution, and removal from the Register of Legal Entities.

How do I protect my business’s intellectual property?

Intellectual property can be protected through registration of trademarks, patents, copyrights, and industrial designs with the State Patent Bureau of the Republic of Lithuania or at the EU level.

What should be included in a commercial contract?

Contracts should specify the parties’ identities, subject matter, obligations, payment terms, liability, dispute resolution, and applicable law. Written form is essential for most business agreements.

Additional Resources

If you need further assistance or information, consider contacting the following organizations:

• The Register of Legal Entities - For company registration and corporate filings
• State Tax Inspectorate (VMI) - For tax and accounting regulations
• State Patent Bureau of the Republic of Lithuania - For intellectual property registration
• Lithuanian Competition Council - For information on competition law and M&A approval
• Lithuanian Bar Association - To find qualified corporate and commercial lawyers
• Invest Lithuania - For support to foreign investors and guidance on setting up business in Lithuania

Next Steps

If you require legal assistance in corporate and commercial matters, start by clarifying your needs and collecting all relevant documentation related to your business or legal issue. Identify whether you need advice on company formation, transactions, dispute resolution, or another specific area. Schedule a consultation with a qualified corporate and commercial lawyer who is experienced with Lithuanian law and, if needed, EU legal requirements. Consider reaching out to professional organizations for recommendations. Early legal guidance can help you understand the regulatory landscape, avoid risks, and ensure your business activities are fully compliant with both national and European Union laws.