Best Investment & Business Structuring Lawyers in Republic of Lithuania

1. About Investment & Business Structuring Law in Republic of Lithuania

Lithuania offers a stable, EU-aligned framework for setting up and reorganizing businesses. The core rules cover contracts, corporate governance, and property rights, with the Civil Code providing the backbone for obligations and transactions. Foreign and domestic investors alike benefit from clear rules on company formation, ownership, and reporting obligations.

The most common corporate forms in Lithuania are private limited liability companies and public limited companies, used by local and international investors for different scales of operation. Registration and ongoing compliance are handled by the Register of Legal Entities, while tax and AML requirements drive ongoing corporate governance.

Practical structuring considerations include choosing the right entity type, defining ownership and control, aligning with EU directives, and planning for cross-border activities. A targeted legal review helps avoid later conflicts over governance, liability, or regulatory reporting.

Source: Government guidance on registering legal entities and corporate compliance in Lithuania available at https://www.gov.lt

2. Why You May Need a Lawyer

Setting up or restructuring a Lithuanian business often requires tailored legal advice to meet regulatory requirements and protect owner interests.

• Forming a private or public company for a cross-border acquisition. A foreign buyer seeks a UAB or AB to purchase a Lithuanian target, while ensuring share capital, board composition and local registrations comply with law.
• Structuring a foreign investment into real estate or an operating business. A lawyer helps with ownership flow, corporate governance, and ensuring compliance with local land and company rules.
• Executing a merger or reorganization between Lithuanian entities. We draft and negotiate absorption agreements, preserve employee rights, and coordinate with the Registrar and tax authorities.
• Obtaining licenses for regulated activities or sectors. Financial services, pharmaceuticals, or energy sectors require sector-specific approvals and ongoing compliance plans.
• Addressing anti-money laundering and beneficial ownership obligations. Compliance programs, client due diligence, and timely reporting to authorities are essential.
• Resolving shareholder disputes or governance issues. A lawyer helps with share rights, voting structures, and corporate governance documents.

3. Local Laws Overview

• Civil Code of the Republic of Lithuania (Lietuvos Respublikos Civilinis kodeksas) - governs contracts, obligations, property rights, and general civil law rules applicable to business operations. This acts as the baseline for commercial transactions and corporate governance in Lithuania.
• Law on Private Limited Liability Companies (Uždaroji akcinė bendrovė įstatymas) - regulates creation, management, share capital, and liability of private limited companies (UAB). This law shapes day-to-day governance, shareholder rights, and director responsibilities for many investments.
• Law on Public Limited Companies (Akcinė bendrovė įstatymas) - governs public companies (AB), including capital requirements, public shares, and governance structures suitable for larger or publicly traded entities.
• Law on the Prevention of Money Laundering and Terrorist Financing (Pinigų plovimo ir teroristų finansavimo prevencijos įstatymas) - imposes customer due diligence, reporting, and beneficial ownership requirements for corporate entities to combat illicit finance.

Recent and relevant changes include updates to AML and beneficial ownership reporting, aligning with EU expectations and EU-wide directives. When planning a cross-border investment or restructuring, verify the current text in the official acts portal.

Source: Lithuanian government and official acts portal outlining core corporate and AML requirements at https://www.gov.lt and https://www.e-tar.lt

4. Frequently Asked Questions

What is the main difference between a UAB and an AB in Lithuania?

A UAB is a private limited liability company with flexibility for privately held ownership, while an AB is a public limited company used for larger capital and potential public trading. UABs typically have lower capital thresholds and simpler governance, whereas ABs require higher capital and more formal disclosure.

How do I start a UAB in Lithuania from abroad?

Choose a name, prepare founding documents, deposit the minimum capital, register with the Register of Legal Entities, and obtain tax registration with the State Tax Inspectorate. You may also need VAT registration if your turnover crosses thresholds.

What is the minimum share capital for a UAB and for an AB?

The minimum share capital for a UAB is €2,500. The minimum share capital for an AB is €40,000. Both must be paid before or during registration as applicable.

Do I need a local Lithuanian director for a UAB?

Lithuania does not universally require a resident director for a UAB, but some corporate governance structures benefit from appointing a local representative. Always verify current rules with your legal counsel during setup.

Can a foreign investor own 100 percent of a Lithuanian company?

Yes, foreign investors can own 100 percent in most sectors. Restrictions may apply in sensitive areas such as strategic infrastructure or regulated activities. A local counsel can map any sector-specific limitations.

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

A typical registration timeline ranges from 7 to 14 business days after document submission, subject to verification by the Registrar and tax authorities. An expedited process may be available in certain cases.

What documents are usually required to register a company?

Founding agreement or articles, a name reservation, identification documents for founders, a registered address, proof of capital deposit, and power of attorney if you appoint a local proxy or lawyer.

What is due diligence for a cross-border acquisition in Lithuania?

Due diligence covers corporate structure, contracts, employee matters, tax positions, and real property rights. A Lithuanian counsel coordinates local experts to avoid hidden liabilities.

What licensing might be required for regulated activities in Lithuania?

Certain activities, such as financial services or pharmaceuticals, require sector-specific licenses or approvals. Engage a lawyer early to identify needed permits and timelines.

What does beneficial ownership mean in Lithuania?

Beneficial owners are individuals who ultimately control a company. Lithuania requires identifying and maintaining records for these owners and reporting to the appropriate authorities under AML rules.

How is corporate taxation structured for Lithuania-based investments?

Lithuania applies a corporate income tax regime with standard rates and VAT rules. Tax planning should consider the timing of profits, cross-border payments, and eligibility for incentives or exemptions.

What can I expect when negotiating a Lithuanian share purchase agreement?

Expect detailed representations and warranties, operating covenants, and specific closing conditions. Local counsel ensures enforceable terms under Lithuanian contract law and regulatory requirements.

5. Additional Resources

• - for current laws, amendments, and official texts. Link: https://www.gov.lt
• - official entity registry, name checks, and registration services for Lithuanian companies. Link: https://registrucentras.lt
• - repository of statutory acts including Civil Code, UAB and AB related regulations, and AML requirements. Link: https://www.e-tar.lt