Best Investment & Business Structuring Lawyers in Vilnius

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

Investment and business structuring in Vilnius is shaped by a framework of corporate, tax, and AML/CTF rules designed to support both local and cross-border activities. The city hosts many foreign and domestic investors choosing Lithuania as a base for holding companies, regional operations, or cross-border mergers and acquisitions. Key decisions include selecting a legal form, establishing ownership structures, and aligning with ongoing reporting and compliance duties.

In Lithuania the most common corporate forms for investment are UAB (private limited liability company), AB (public limited liability company), and MB (sole member private company). UAB is typically the default for small and mid-size ventures due to lower capital requirements and straightforward governance. AB suits larger equity financings and public offerings; MB caters to individual entrepreneurs with simpler ownership structures.

Important structuring considerations in Vilnius include ownership disclosure, ultimate beneficiary information, and anti-money laundering obligations. Real estate acquisitions, cross-border investments, and group reorganisations entail careful drafting of share purchase agreements, transfer of assets, and consistency with Lithuanian civil and corporate codes. Local counsel can help align corporate setup with regulatory expectations and practical business aims.

Practical realities in Vilnius show a growing ecosystem of service providers, from corporate law firms to commercial registries and tax advisers. The aim of effective structuring is to create a transparent, tax-efficient, and compliant architecture for ongoing operations and future exits. This guide provides a baseline understanding to support initial planning and conversations with a lawyer.

2. Why You May Need a Lawyer

• Cross-border investment into a Vilnius-based target - A foreign investor intends to acquire a Lithuanian company and needs due diligence, share purchase agreements, and cross-border tax planning. A lawyer coordinates corporate reorganisation, oversees transfer of shares, and ensures regulatory filings are accurate.
• Establishing a Vilnius holding structure for a regional group - You plan to create a Lithuanian UAB as a holding company for subsidiaries in the Baltic region. You will require articles of association, dividend policy design, and intercompany loan documentation compliant with Lithuanian and EU rules.
• Real estate investment or land acquisition in Vilnius - Foreign buyers may face land ownership rules and registration steps. A legal adviser can assess ownership options, perform title due diligence, and prepare sale and lease documentation in line with land laws and local municipal requirements.
• Corporate reorganisation or mergers - You are considering a merger, spin-off, or share for share exchange within the Vilnius area. A lawyer will align corporate governance documents, assess tax consequences, and manage regulatory approvals and employee implications.
• AML/Know Your Customer and beneficial ownership compliance - Lithuanian regulators require up-to-date information on ultimate beneficial owners (UBO) and AML controls. An attorney helps collect, verify, and file required data with the Centre of Registers or relevant authorities.
• Setting up employee related structures and compliance - You need employment contracts, equity plans, and payroll structures in a way that harmonises with Lithuanian labour law and tax rules. A lawyer ensures alignment with local employment, social security, and tax obligations.

3. Local Laws Overview

Below are 2-3 specific laws and regulatory areas that commonly govern investment and business structuring in Vilnius. Recent amendments or known practical implications are noted where applicable.

• Civil Code and Law on Companies - These core rules regulate the creation, governance, and dissolution of legal entities, including UABs and ABs, and set out directors' and shareholders' rights and duties. The framework covers formation processes, share capital requirements, and corporate governance norms that influence structuring choices. Effective dates and amendments are published in the Lithuanian official registry and EU legal databases.
• Law on the Prevention of Money Laundering and Terrorist Financing - This AML/CTF regime imposes customer due diligence, reporting, and ongoing monitoring obligations for companies, including the identification of ultimate beneficial owners (UBOs). Compliance helps mitigate regulatory risk in both domestic and cross-border deals. Updates reflect EU level AML reforms that Lithuania transposes into national law.
• Taxation framework for corporate activity (Corporate Income Tax and VAT) - The corporate income tax regime and value added tax rules affect structuring, intercompany transactions, and cross-border planning. Lithuania generally applies a standard corporate tax structure with its own reliefs and incentives, and VAT treatment depends on activities and jurisdictions involved in the group.

Recent trends in Vilnius include increased focus on transparency of ultimate beneficial ownership, closer alignment with EU AML standards, and ongoing simplifications of corporate registration procedures. For practical planning, investors should verify current capital requirements for UAB and AB and confirm whether any local permits or licences apply to specific sectors or real estate transactions. Always verify up-to-date provisions via official government sources and professional advisories.

4. Frequently Asked Questions

What is the minimum share capital for a UAB in Lithuania?

The minimum share capital for a UAB is 2 500 EUR, with paid-up capital typically required at registration. This makes UAB a common vehicle for new Lithuanian ventures, including those in Vilnius.

How do I register a company in Vilnius for the first time?

Registering a company involves choosing a name, preparing founding documents, appointing directors, and filing with the State Enterprise Centre of Registers. Electronic filing speeds up the process and reduces formalities.

What is the difference between UAB and AB for an investor?

UAB is a private limited liability company suited for small to mid-size operations and private ownership. AB is a public company designed for larger capital raises and potential public trading.

Do I need local counsel to structure a cross-border deal in Vilnius?

Yes. A local lawyer understands Lithuanian corporate, tax, and registration requirements and can coordinate due diligence, contract drafting, and filings with authorities.

How long does it take to set up a holding structure in Vilnius?

For a typical UAB holding company with standard documentation, registration can take about 3-5 business days if all documents are ready. Complex structures may take longer.

What is the process to obtain information on ultimate beneficial owners?

Companies must identify and register UBO information with the relevant registers and AML authorities. An attorney helps prepare and verify the required disclosures and filings.

Can a foreign investor own land in Lithuania and what are the rules?

Foreigners may own most property in Lithuania but land ownership has specific restrictions. A lawyer can assess options and help with permits, registration, and compliance for land-related investments.

What are typical costs involved in the initial structuring of a new entity in Vilnius?

Costs include legal fees for structuring and due diligence, registration fees, notary services, and potential tax advisory. A lawyer can provide a transparent quote based on your transaction scale.

How long does it take to complete due diligence for an acquisition in Vilnius?

Due diligence duration depends on target complexity but typically ranges from 2 to 6 weeks for a standard Lithuanian target with corporate and financial reviews.

What is the difference between reorganising a company and a merger in Lithuania?

A reorganisation may involve mergers, divisions, or splits within a group. A merger typically combines entities into a new or existing company, with specific governance and filing requirements.

Do I need to publish annual financial statements in Lithuania?

Most Lithuanian entities must prepare annual financial statements and file them with the Centre of Registers or tax authorities, with reporting standards aligned to Lithuanian GAAP or IFRS for larger groups.

How do I ensure compliance after setting up an entity in Vilnius?

Establish a schedule for annual general meetings, statutory filings, shareholding updates, and AML monitoring. A local counsel can help implement ongoing governance and reporting processes.

5. Additional Resources

• gov.lt - Official Lithuanian government portal with information for investors and business registration guidance, including links to relevant authorities and procedures. English page.
• European Commission - Doing Business in Lithuania - EU level guidance on starting and operating a business in Lithuania, with regulatory context and cross-border considerations. EU guidance.
• Registrų centras (State Register) - Centre of Registers responsible for company registrations, legal entities, and related records in Lithuania. Centre of Registers.

6. Next Steps

1. Define objectives and scope - Clarify the business goals, target markets, and preferred corporate form (UAB, AB, or MB) before contacting counsel. Estimate the intended scale and ownership structure to guide initial planning.
2. Engage a Vilnius-based lawyer with your objectives - Select a law firm or solicitor with experience in Lithuanian corporate structuring, M&A, AML, and cross-border matters. Request a written engagement plan and fee proposal.
3. Conduct a preliminary regulatory check - Confirm whether land, real estate, or sector-specific permits apply to your plan. A lawyer will assess licensing, registration timing, and any local municipality requirements.
4. Draft and review key documents - Prepare articles of association, shareholder agreements, and due diligence report templates. Ensure alignment with local governance rules and cross-border considerations.
5. Plan the ownership and tax structure - Work with tax advisors to design intercompany arrangements, funding vehicles, and transfer pricing policies that fit Lithuanian and EU regulations.
6. Complete registration and filings - Submit necessary documents to the Centre of Registers and tax authorities. Ensure UBO and AML disclosures are accurately filed and maintained.
7. Establish ongoing compliance - Set up a governance calendar, filing reminders, and AML monitoring procedures. Schedule periodic reviews for changes in ownership or business activity.

“Lithuania maintains a transparent and well-regulated environment for corporate structuring, with clear requirements for shareholders and beneficial ownership while offering flexible forms for growth.”

“EU guidance emphasizes harmonised cross-border rules, making Vilnius a practical hub for Baltic and Central European investments.”