Best Merger & Acquisition Lawyers in Marijampolė

About Merger & Acquisition Law in Marijampolė, Republic of Lithuania

Merger and acquisition activity in Marijampolė follows national Lithuanian law and European Union rules. While transactions often target companies or assets located in the Marijampolė region, the legal framework, regulators, procedures, and timelines are set at the national level. Buyers can structure deals as share purchases, asset purchases, statutory mergers, joint ventures, or reorganizations. Transactions can range from small local acquisitions of family owned companies to cross border deals involving complex regulatory review and sector specific approvals. Local specifics in Marijampolė primarily relate to municipal permits, real estate, land use, and practical considerations like access to local registries and notaries, while the core M&A rules are the same across Lithuania.

Why You May Need a Lawyer

M&A transactions touch multiple legal areas at once, including company law, contracts, antitrust, tax, employment, real estate, finance, and regulatory approvals. A lawyer helps you determine the right structure, conduct due diligence, navigate regulators, allocate risks, and close efficiently. You may need legal help when you are buying or selling a business or a stake in a company in Marijampolė, forming a joint venture with a local partner, acquiring land, buildings, or key assets from a local enterprise, restructuring or merging Lithuanian companies, investing from outside the EU or NATO where foreign investment screening may apply, planning a deal that may trigger merger control or sector approvals, preparing documents like letters of intent, NDAs, share or asset purchase agreements, shareholders agreements, and financing documents, solving issues surfaced during due diligence like title defects, permits, or undisclosed liabilities, or handling post closing integration, employee transfers, and disputes. Experienced counsel can also coordinate tax and accounting input, engage notaries where required, and manage filings with the relevant Lithuanian authorities.

Local Laws Overview

Core legislation includes the Civil Code of the Republic of Lithuania, the Law on Companies, the Law on Competition, the Law on Securities, labor law under the Labour Code, tax laws including corporate income tax and VAT law, and sector specific statutes for regulated industries. EU regulations and directives apply alongside Lithuanian law, including competition and takeover rules and the GDPR for data protection.

Company forms and deal structures. Most private targets are private limited liability companies known as UAB. Public companies are AB and listed AB are subject to securities and takeover rules. Deals can be structured as share deals, asset deals, or statutory reorganization such as merger, division, or spin off under the Law on Companies. Cross border mergers are possible under EU rules.

Share transfers and notarization. Transfers of shares in a private UAB are commonly documented by a share purchase agreement. Notarization may be required in certain cases, especially for private company shares that are not held through a licensed account manager or the central securities depository, or if the company statutes require it. Many deals in practice involve notary participation for certainty and registration. Public company share transfers generally occur through the securities market infrastructure and are not notarized.

Merger control. The Lithuanian Competition Council reviews concentrations that meet national thresholds. A filing is generally required if the combined turnover of the parties in Lithuania exceeds approximately EUR 20 million and the turnover in Lithuania of each of at least two parties exceeds approximately EUR 2 million in the preceding financial year. Larger transactions may fall under the EU Merger Regulation. The standard review has a Phase I timeline that often completes within about one month from a complete filing, with a Phase II in depth review extending the timetable if competition concerns arise.

Foreign investment and national security screening. Acquisitions that grant certain levels of influence in companies or assets important to national security, critical infrastructure, or sensitive technologies can require screening and approval. This is particularly relevant for non EU or non NATO investors. The screening focuses on national security risks, ownership structure, and the target activity. Early assessment is recommended to avoid closing delays.

Takeover and public company rules. Acquiring control in a listed AB can trigger a mandatory tender offer to remaining shareholders under the Law on Securities. Triggers, pricing, disclosure, and timelines are regulated and supervised at the national level. Pre deal stake building is also subject to disclosure thresholds.

Employment and transfer of undertaking. In asset deals or reorganizations that qualify as a transfer of an undertaking, employees and their rights transfer to the buyer under the Labour Code. Employee information and consultation duties apply, and changes to terms require lawful procedures. Dismissals must comply with protective rules and notice periods.

Real estate and permits. Asset deals involving land or buildings require notarial deeds and registration with the State Enterprise Centre of Registers. Zoning, environmental, and municipal permits are local considerations in Marijampolė. Agricultural land has additional restrictions and eligibility checks.

Tax. The standard corporate income tax rate is 15 percent, with possible reduced rates for qualifying small companies. Share deals are not subject to VAT. Asset deals may attract VAT unless the transfer qualifies as a transfer of a going concern. Withholding tax may apply to cross border dividend, interest, and royalty payments subject to domestic rules and treaties. Tax structuring, step up of asset values, and loss utilization should be assessed early.

Data protection and information sharing. Due diligence and integration must comply with GDPR and Lithuanian data protection rules. Transfer of personal data should follow legitimate grounds, minimization, and security measures. Sensitive data such as health or union membership requires special care.

Disputes and enforcement. Transaction disputes can be resolved in Lithuanian courts or through arbitration. The Vilnius Court of Commercial Arbitration is a common forum for domestic and cross border commercial disputes. Choice of law and forum clauses should be aligned with enforceability and practical considerations.

Frequently Asked Questions

What is the most common M&A structure in Marijampolė?

For privately held businesses the most common structure is a share deal in a UAB, where the buyer acquires all or a majority of the shares from existing shareholders. Asset deals are used when the buyer wants to cherry pick assets or avoid historical liabilities, or when only a business line is being acquired.

Do I need merger control clearance in Lithuania?

You may need clearance from the Lithuanian Competition Council if the parties meet turnover thresholds in Lithuania, commonly a combined Lithuanian turnover threshold of about EUR 20 million and at least EUR 2 million for at least two parties. If the transaction has an EU dimension, you may need to notify the European Commission instead. A lawyer can calculate the relevant turnover and advise on filing strategy and timing.

Are foreign investors allowed to buy Lithuanian companies?

Yes. Lithuania welcomes foreign investment. However, if the target operates in sectors important to national security or involves critical infrastructure, a foreign investment screening may be required, particularly for non EU or non NATO investors. Sector specific approvals also apply for regulated industries like banking, insurance, energy, and telecom.

When is a mandatory tender offer required?

When acquiring control of a listed public company, Lithuanian securities law can require a mandatory tender offer to remaining shareholders. The exact thresholds for control, offer pricing, and timing are defined by the Law on Securities and supervised nationally. Early legal analysis is essential if you plan to acquire a significant stake in a listed AB.

Do share transfers need to be notarized?

For private UAB shares, notarization can be required depending on how the shares are held and the company statutes. If shares are transferred via the central securities depository or through an authorized account operator, notarization is generally not needed. Many private transfers still use a notary to meet legal and registry requirements and to ensure enforceability.

How are employees affected by an acquisition?

In a share deal, the employer does not change, so employment continues on the same terms. In an asset deal that qualifies as a transfer of an undertaking, employees linked to the transferred business move to the buyer with their existing rights. The seller and buyer must inform and, where required, consult employees or their representatives. Dismissals must follow legal grounds and procedures.

How long does an M&A transaction typically take?

Simple private deals without regulatory approvals can close in 6 to 10 weeks, covering due diligence, drafting, and completion mechanics. If merger control or foreign investment screening is required, add the time for pre filing, filing, and review. A straightforward merger control review can complete in about one month from a complete notification. Complex reviews, sector approvals, or material findings in due diligence can extend timelines.

What due diligence is expected for a local target?

Typical due diligence covers corporate records, licenses, material contracts, financials, tax compliance, employment, intellectual property, litigation, environmental matters, data protection, real estate, and assets. Public registers in Lithuania, including the Centre of Registers and other databases, provide helpful official data, which should be cross checked with the target disclosures.

What are common pitfalls in Lithuanian M&A?

Common issues include unclear title to assets or land, undisclosed related party transactions, gaps in permits or licenses, tax exposures from past restructurings, non compete restrictions on sellers that are too broad or unenforceable, and payment or earn out mechanics not aligned with Lithuanian law. Another frequent pitfall is underestimating the time for regulatory clearances and notarization logistics.

What taxes should I plan for in a deal?

Key taxes include corporate income tax on the seller, VAT implications for asset deals, and withholding taxes on cross border payments where applicable. Share deals are generally outside the scope of VAT. Asset deals can be VATable unless they qualify as a transfer of a going concern. Buyers often seek tax indemnities and specific warranties to cover pre closing periods and identified risks.

Additional Resources

Competition Council of the Republic of Lithuania.

Bank of Lithuania.

State Enterprise Centre of Registers.

State Tax Inspectorate under the Ministry of Finance.

Public Procurement Office of the Republic of Lithuania.

National Land Service under the Ministry of Agriculture.

Vilnius Court of Commercial Arbitration.

Invest Lithuania.

Ministry of Economy and Innovation of the Republic of Lithuania.

State Data Protection Inspectorate.

Next Steps

Clarify your objectives and deal structure. Decide whether a share deal, asset deal, or joint venture best fits your goals, risk appetite, and tax position. Prepare a brief describing the target and desired timeline.

Engage local counsel. Retain an M&A lawyer familiar with Lithuanian law and practicalities in Marijampolė. If your deal spans regulated sectors, add specialists for competition, licensing, employment, real estate, and tax. Consider appointing a financial advisor and accountant.

Run initial checks. Conduct high level checks of corporate data, ownership, licenses, land or building records, and any obvious regulatory triggers like merger control or foreign investment screening. Use this to set a realistic timetable and conditions precedent.

Protect confidentiality and exclusivity. Put in place an NDA and, if appropriate, an exclusivity agreement or letter of intent. Align on price mechanism, conditions, and key milestones before launching full diligence.

Plan due diligence and approvals. Set a focused diligence scope and data room checklist. Map all approvals and filings, including competition, sector approvals, national security screening if applicable, and any notarial or registry steps. Allocate responsibility and deadlines.

Negotiate and document. Prepare and negotiate the share or asset purchase agreement, disclosure letter, warranties and indemnities, security documents, and any post closing arrangements like transitional services or shareholders agreements. Address Lithuanian law specifics such as notarization, language of documents, and stamping or registration.

Close and integrate. Coordinate completion mechanics, funds flow, notary appointments, and filings with the Centre of Registers and other authorities. After closing, complete employment notifications, update permits, and implement integration plans for systems, contracts, and governance.

If you need legal assistance now, gather available corporate documents, recent financial statements, key contracts, licenses, property records, and a cap table. Contact an M&A lawyer in Lithuania and request an initial assessment of structure, regulatory needs, estimated timeline, and a proposed work plan tailored to a Marijampolė transaction.