Best New Business Formation Lawyers in Marijampolė

About New Business Formation Law in Marijampolė, Republic of Lithuania

Starting a business in Marijampolė is governed by national Lithuanian law with certain local procedures and municipal permits handled by the Marijampolė municipality. Most legal rules that matter for founders come from state level acts such as the Civil Code, the Law on Companies, the Law on Small Partnerships, the Law on Individual Enterprises, the Law on Corporate Income Tax, the Law on Personal Income Tax, the Law on Value Added Tax, the Labour Code, the Law on Accounting, and data protection rules under the GDPR and the Law on Legal Protection of Personal Data. The Register of Legal Entities is administered by the State Enterprise Centre of Registers, while tax matters are administered by the State Tax Inspectorate and social insurance by the State Social Insurance Fund Board. Many activities also require sector specific approvals from national regulators, and some retail, signage, and public space use issues are decided by the Marijampolė municipality.

Common legal forms include a private limited liability company known as a UAB, a small partnership known as a MB, an individual enterprise, branch or representative office of a foreign company, a public institution for non profit activities, or operating as a sole trader through an individual activity certificate. A UAB requires at least 2,500 EUR in share capital and provides limited liability. An MB does not require share capital and is flexible for 1 to 10 members, but members have specific social insurance and taxation rules. An individual enterprise and sole trader formats are simpler but carry personal liability. Incorporation can be completed online with qualified e signature through the registrars systems, or via a notary when required.

For activities based in Marijampolė, founders should also plan for local matters such as business location zoning, signage approval, retail permits, alcohol retail licensing where applicable, and rules for using public space. While the core of starting a company is national, coordination with municipal departments can be essential to launch on time.

Why You May Need a Lawyer

Choosing the best legal form involves tradeoffs in liability, tax burden, costs, and governance. A lawyer can assess your business model and advise whether a UAB, MB, or sole trader setup is optimal for your short term and long term goals, and can draft tailored articles of association, member agreements, and shareholder agreements to avoid disputes.

Foreign founders benefit from guidance on e signature options, notarization and translation requirements, bank or electronic money institution capital deposit procedures, and director and address rules. A lawyer can coordinate with accountants to set up tax registrations, VAT status, and social insurance enrollment on the right timeline.

Sector rules can be complex. Food, hospitality, transport, pharmaceuticals, construction, education, gambling, financial services, and alcohol or tobacco sales require specific licenses or notifications. A lawyer can identify the correct authority, prepare applications, and structure compliance policies such as hygiene, fire safety, and health and safety documentation.

Leases, franchise and distribution agreements, IT and IP assignments, and consumer and e commerce terms should be negotiated and localized to Lithuanian law. Legal counsel helps protect your brand with trademarks, align data protection and employment documentation with local law, and set internal compliance for beneficial ownership reporting, accounting, and annual filings.

If you plan financing rounds or future exits, early legal structuring such as vesting for founders, convertible instruments, and investor rights can prevent costly rework. Lawyers also handle disputes, debt recovery, and, if needed, company restructuring or liquidation.

Local Laws Overview

Entity types and core points in Lithuania include the UAB with minimum 2,500 EUR share capital, limited liability, and at least one shareholder and one director who can be a non resident. The MB is a small partnership for 1 to 10 members with no minimum capital, flexible internal governance, and member specific social insurance rules. An individual enterprise or sole trader via an individual activity certificate is simple to start and operate but carries unlimited liability. Branches and representative offices of foreign entities can be registered to operate locally.

Name reservation and registration are done with the Register of Legal Entities. Incorporation is possible online when all parties have qualified e signatures that are recognized in Lithuania. Otherwise, formation occurs via a notary with documents in Lithuanian and certified translations as needed. For a UAB, the share capital is paid into a cumulative account at a bank or eligible electronic money institution before registration, or contributed in kind with valuation where permitted. The company must declare its beneficial owners in the beneficial ownership register soon after incorporation.

Taxes include corporate income tax at 15 percent as a standard rate. Small companies that meet the criteria may benefit from a 5 percent rate and in some cases a 0 percent rate for the first year. Dividends are typically taxed at 15 percent personal income tax for residents. Withholding tax may apply to dividends, interest, and royalties paid to non residents subject to double tax treaties. VAT at 21 percent is the standard rate, with certain reduced rates for specific goods and services. Mandatory VAT registration generally arises when taxable turnover exceeds the national threshold within the preceding 12 months. VAT payers file periodic VAT returns and related electronic ledger submissions as required by the tax authorities.

Accounting must comply with the Law on Accounting and Lithuanian Business Accounting Standards or IFRS where applicable. All companies maintain accounting records, issue compliant invoices, and file annual financial statements with the Register of Legal Entities within the statutory deadlines. Corporate income tax returns are filed annually, with advance payments in some cases. Payroll taxes and social insurance contributions are registered and reported through the tax and social insurance systems on set monthly dates. Employers must register employees with the social insurance authority before work begins and maintain labor documentation in accordance with the Labour Code, including written employment contracts, working time records, and health and safety measures.

Sector and municipal requirements for Marijampolė include licensing or notification for food related activities with the State Food and Veterinary Service, public health notifications with the National Public Health Center, construction and zoning compliance with the State Territorial Planning and Construction Inspectorate, environmental permits or registrations with the Environmental Protection Agency for regulated activities, fire safety conformity with the Fire and Rescue Department, and retail alcohol sales licensing by the Marijampolė municipality. Use of public spaces for trading or events, and outdoor advertising and signage, require municipal permissions and payment of local charges. Real estate leases must meet Civil Code requirements and may require registration depending on term and use. Consumer facing businesses must comply with consumer protection and e commerce rules, including clear terms and complaint handling procedures. Businesses that process personal data must comply with GDPR and may need to appoint a data protection officer depending on scale and type of data.

Language and formalities matter. Corporate documents and applications are filed in Lithuanian. Foreign documents must be legalized or apostilled and translated by a certified translator where applicable. Company names must be in line with naming rules and not conflict with existing registered names or trademarks. Cash operations in retail require certified cash register solutions, and invoicing must follow tax authority formats. Timelines for incorporation typically range from 1 to 5 business days when completed electronically, with longer timelines when notarization, capital deposit confirmations, or licensing are involved.

Frequently Asked Questions

What legal form should I choose for a new business in Marijampolė

A UAB suits most limited liability startups and small to medium businesses that plan to hire staff or raise investment. An MB is flexible and capital light for a small founder group of up to 10 members. A sole trader via an individual activity certificate is fast and low cost but has unlimited liability. The best choice depends on liability tolerance, expected revenue, investor plans, and administrative capacity. A lawyer can map these factors to the right form.

How much share capital do I need and when must it be paid

A UAB requires at least 2,500 EUR. Typically the capital must be paid into a cumulative account before registration, or contributed in kind following valuation rules. An MB and a sole trader have no minimum capital. Banks and electronic money institutions may have their own onboarding timelines for capital accounts.

Can non residents form a company and be directors in Lithuania

Yes, non residents can establish and own Lithuanian companies and can serve as directors. You will need an official registered address in Lithuania and documents in Lithuanian. Where e signature is not available, notarization and certified translations are required. Visa and residence issues are separate and should be handled in parallel if you plan to live or work in Lithuania.

How long does company formation take in Marijampolė

Electronic incorporation can be completed in about 1 to 5 business days if all documents and the capital deposit confirmation are ready. Notarial procedures or foreign document legalization can extend the timeline to 1 to 2 weeks or more. Activity specific licenses can add several days to several weeks.

When must I register for VAT

You must register when your taxable turnover exceeds the Lithuanian threshold within the previous 12 months, or earlier if you plan to make cross border supplies or want to recover input VAT. The standard VAT rate is 21 percent, with reduced rates for certain categories. VAT returns are filed periodically and electronic ledgers are submitted as required by the tax authority. An accountant can help determine timing.

What taxes apply to a new company

Core taxes include corporate income tax at a standard 15 percent, small company relief at 5 percent if the criteria are met, payroll taxes and social insurance for employees, VAT if registered, and withholding taxes on some cross border payments. Dividends to individuals are generally taxed at 15 percent personal income tax. Municipal charges may apply for signage, public space use, and local permits.

What local permits might I need in Marijampolė

Common local items include retail alcohol licenses, permits for outdoor advertising and signage, permissions for using public spaces such as markets or terraces, and approvals tied to building use. Sector permits for food, health, environment, or construction are handled by national agencies but often require coordination with municipal departments.

Do I need a physical office address

Yes, every company needs a registered address in Lithuania. Virtual office services can be used where appropriate. If you operate a storefront or production site in Marijampolė, check zoning, fire safety, hygiene, and accessibility requirements for that specific location.

What are my obligations when hiring the first employee

You must sign a written employment contract, register the employee with the social insurance authority before work begins, observe minimum wage and working time rules, arrange occupational health and safety measures and medical checks where required, and calculate and pay payroll taxes and contributions on time.

What ongoing filings and reports are required after incorporation

Expect annual financial statements filed with the Register of Legal Entities, annual corporate income tax returns, periodic VAT returns if registered, and monthly payroll and social insurance reports. Beneficial ownership data must be kept current. Deadlines depend on your status and should be tracked by your accountant with legal oversight where needed.

Additional Resources

Register of Legal Entities at the State Enterprise Centre of Registers for name reservation and company registration. State Tax Inspectorate for corporate income tax, VAT, and personal income tax administration. State Social Insurance Fund Board for employer and self employment registrations and contributions. Marijampolė Municipality Administration for local permits, alcohol retail licenses, signage, and public space permissions. State Food and Veterinary Service for food business registration. National Public Health Center for public health notifications and hygiene approvals. Environmental Protection Agency for environmental permits and registrations. State Labour Inspectorate for labor compliance guidance. State Data Protection Inspectorate for GDPR compliance guidance. Enterprise Lithuania for general business support and training. Local Chambers of Commerce, Industry and Crafts that include the Marijampolė region for networking and services.

Next Steps

Clarify your business model, expected turnover, and staffing plans so you can choose the correct legal form. If you anticipate regulated activities, make a list of licenses or notifications you will need and their likely timelines.

Gather identification documents for founders and directors, proof of address, a proposed company name, and a Lithuanian registered address. Arrange for qualified e signatures if you plan to register electronically. Prepare draft articles of association and founding resolutions tailored to your governance needs, including share classes and decision making rules if relevant.

Open a cumulative account with a bank or eligible electronic money institution to deposit UAB share capital where applicable. Coordinate with your accountant to set up tax registrations, evaluate VAT timing, and establish an accounting system that meets Lithuanian standards.

Engage a local lawyer in Marijampolė or elsewhere in Lithuania to review your incorporation documents, verify licensing pathways, check lease terms for premises, prepare employment templates and policies, and align data protection and consumer documentation. Ask for a checklist of post incorporation filings and municipal steps specific to your location and sector.

Schedule your launch plan. Confirm municipal permits for signage or public space, book required inspections, and set internal calendars for tax and reporting deadlines. Keep copies of all filings and approvals. If you are a foreign founder, address immigration and residency matters early to avoid delays.

This guide is general information. For advice tailored to your situation in Marijampolė, consult a qualified Lithuanian business lawyer and a licensed accountant before you incorporate.