Best Securities Lawyers in Marijampolė

About Securities Law in Marijampolė, Republic of Lithuania

Securities law in Marijampolė follows the same national and European Union framework that applies throughout the Republic of Lithuania. There is no separate municipal securities regime. Whether you are issuing shares in a local company, investing in bonds, using a crowdfunding platform, or considering a listing on a regulated market, the applicable rules are set by Lithuanian statutes and EU regulations, and they are supervised primarily by the Bank of Lithuania. Businesses and investors based in Marijampolė interact with this system through local service providers, notaries, and electronic portals operated by national institutions.

In practice, the Lithuanian securities landscape is integrated with the wider EU market. Public offerings and listings are commonly associated with Nasdaq Vilnius, settlement takes place through the Baltic central securities depository infrastructure, and cross-border activities often rely on EU passporting rules. For smaller and growth companies in Marijampolė, private placements, employee share schemes, and EU crowdfunding are common capital-raising routes. For investors, investor protection standards, disclosure requirements, and market integrity rules apply equally across the country.

Why You May Need a Lawyer

People and businesses in Marijampolė seek securities counsel when raising capital, investing, or navigating regulatory obligations. A lawyer can design a lawful capital-raising strategy, decide whether a public offering, private placement, or crowdfunding is the right fit, and prepare the required documents. If you plan to list securities on Nasdaq Vilnius or admit them to an alternative market, legal advice is essential for meeting listing, governance, and ongoing disclosure duties. When offering tokens or digital assets, you will need guidance on the EU Markets in Crypto-Assets framework, AML and sanctions screening, and consumer protection.

Legal help is particularly important for preparing and filing a prospectus or an offering document with the Bank of Lithuania, using exemptions properly, and managing advertising rules. Companies forming employee share option plans, amending shareholder rights, or restructuring corporate capital benefit from securities-focused advice to keep documents consistent with company law and investor disclosure. Investors often seek counsel for due diligence on issuers, understanding rights and risks under prospectuses or information documents, and addressing mis-selling or market abuse concerns. Disputes about insider information, market manipulation, or disclosure failures require both strategic and regulatory expertise.

Local Laws Overview

Lithuania’s securities framework combines EU regulations that apply directly and national laws that transpose or complement EU directives. Key pillars include the Law on Securities, the Law on Markets in Financial Instruments which implements MiFID II, and the Law on Companies which governs the issuance and transfer of shares and corporate actions. The Prospectus Regulation applies across the EU for public offerings and admissions to trading, with the Bank of Lithuania acting as the competent authority for approving prospectuses in Lithuania. The Market Abuse Regulation sets the rules for insider dealing, unlawful disclosure, and market manipulation, including issuer obligations for inside information and insider lists.

Investment firms and intermediaries operate under MiFID II and MiFIR standards, including licensing, conduct of business, best execution, product governance, and client categorization. Collective investment is regulated by the UCITS and AIFMD frameworks through national laws on collective investment undertakings and alternative investment fund managers. The EU Crowdfunding Regulation sets authorization, conduct, and disclosure rules for crowdfunding service providers, while national rules outline how Lithuanian project owners can lawfully raise capital through these platforms.

Settlement and safekeeping of listed securities in Lithuania are organized through the Baltic market infrastructure, including Nasdaq Vilnius as the regulated market and Nasdaq First North Baltic as a multilateral trading facility, with settlement through the regional central securities depository. Anti-money laundering and counter terrorist financing obligations apply to issuers, intermediaries, and platforms under Lithuania’s AML law in line with EU standards. Data protection rules under the EU General Data Protection Regulation apply to investor and client data. For digital assets that qualify as crypto-assets rather than traditional financial instruments, the EU Markets in Crypto-Assets Regulation applies, requiring authorization for service providers and setting issuer and disclosure standards where tokens fall within scope.

Taxation of securities transactions and investment income is governed by Lithuanian tax law. Rates and thresholds can change, and treatment can vary depending on the type of income and the investor’s status, so professional tax advice is recommended. While Marijampolė businesses operate locally, filings for company changes and share capital actions are usually made electronically through national registers, and interactions with the financial market supervisor are conducted centrally or online.

Frequently Asked Questions

What counts as a security in Lithuania

Securities generally include shares, bonds, and other transferable instruments that can be traded on the capital markets. Whether an instrument is a security depends on its legal and economic features. Some tokens can qualify as financial instruments if they have characteristics of transferable securities, while others fall under the EU crypto-assets regime. A lawyer can assess classification because the rules determine licensing, disclosure, and investor protection duties.

Do I need a prospectus to offer shares in Marijampolė

If you make a public offer of securities in Lithuania or seek admission to trading on a regulated market, the Prospectus Regulation usually applies and a prospectus must be approved by the Bank of Lithuania. There are exemptions, for example certain offers to qualified investors only or small offers within national thresholds. Even when a full prospectus is not required, you may still need to prepare an offering document and follow advertising rules. Legal advice is needed to apply the correct exemption and content standard.

How are private placements different from public offerings

Private placements are offers made to a limited circle of investors that meet specific criteria, often professional or qualified investors, and they avoid the full prospectus requirement. Public offerings target the general public and require a prospectus unless an exemption applies. Both routes have strict rules about communications, disclosures, and how investors are contacted. Using the wrong approach can trigger enforcement or investor claims.

Who supervises securities markets in Lithuania

The Bank of Lithuania supervises the securities and financial markets, approves prospectuses, licenses investment firms and certain platforms, and enforces conduct and disclosure rules. It also acts as the national competent authority for EU regulations that apply directly, such as the Prospectus Regulation, Market Abuse Regulation, and the EU Crowdfunding Regulation.

What is the role of Nasdaq Vilnius

Nasdaq Vilnius operates the Lithuanian regulated market for shares and bonds. It also hosts the First North alternative market for growth companies subject to lighter admission requirements but with ongoing disclosure and governance standards. Listing or admission involves meeting market rules in addition to national and EU law, and it often requires a certified adviser for First North.

How are insider trading and market manipulation handled

Insider dealing, unlawful disclosure of inside information, and market manipulation are prohibited under the Market Abuse Regulation and national enforcement rules. Issuers must control inside information, keep insider lists, and make timely public disclosures when required. Individuals and firms can face administrative penalties and, in serious cases, criminal liability. Training, policies, and monitoring help prevent breaches.

Can a Marijampolė startup use crowdfunding to raise capital

Yes, Lithuanian project owners can raise funds through EU-authorized crowdfunding platforms that hold authorization as European Crowdfunding Service Providers. Offers must comply with platform rules, investor disclosures, investment limits where applicable, and anti-money laundering checks. Equity and lending models are possible depending on the platform’s authorization.

What should I know about crypto-assets and token offerings

In the EU, the Markets in Crypto-Assets Regulation now sets comprehensive rules for crypto-asset service providers and for issuing certain types of tokens. If a token qualifies as a financial instrument, it is regulated under securities and investment services law instead. Before any token sale or service launch, determine the token’s legal classification and the required authorization, white paper, disclosure, and AML obligations. Offering or operating without the correct authorization can lead to enforcement.

How do I transfer or issue shares in a Lithuanian company

Public companies generally have dematerialized shares recorded in accounts with securities custodians and settled through the depository. Private companies follow procedures in the Law on Companies, including shareholder registers and change filings with the national register. Certain transfers may require notarization or corporate approvals. Always check pre-emption rights, consent requirements, and any shareholder agreement restrictions before executing transfers.

Where can investors resolve disputes or file complaints

Consumers can submit complaints to the Bank of Lithuania for out-of-court resolution involving financial market participants. Investors can also seek court remedies for prospectus misstatements, disclosure breaches, or mis-selling, and they can report suspected market abuse to the supervisor. Contractual dispute resolution mechanisms in offering documents or brokerage agreements may also apply, including arbitration clauses where permitted.

Additional Resources

Bank of Lithuania Supervision Service. The national competent authority for securities and investment services. It approves prospectuses, licenses market participants, supervises compliance, and provides guidance and consumer dispute resolution.

Ministry of Finance of the Republic of Lithuania. Develops financial market policy and drafts primary and secondary legislation in the capital markets area.

Nasdaq Vilnius. The regulated market for listings in Lithuania and the Baltic First North market for growth companies. It publishes market rules and issuer guidance.

Nasdaq CSD SE Lithuanian operations. The regional central securities depository responsible for securities settlement and safekeeping in the Baltic markets.

Centre of Registers. Administers the Register of Legal Entities and accepts filings for share capital changes, articles of association, and corporate actions through its self-service systems and customer service points, including those accessible to Marijampolė businesses.

State Tax Inspectorate. Provides guidance on taxation of investment income, capital gains, and reporting obligations for individuals and companies.

Financial Crime Investigation Service. Supervises anti-money laundering compliance for relevant entities and provides guidance on AML obligations that affect capital raising and investment services.

European Securities and Markets Authority. Issues technical standards, Q and A, and guidelines under the Prospectus Regulation, MiFID II and MiFIR, the Market Abuse Regulation, and other EU financial rules.

Next Steps

Clarify your objective, whether it is raising funds, investing, listing securities, or launching a platform or service. Map your plan against possible routes such as a private placement, a public offering with a prospectus, admission to First North, or an EU crowdfunding campaign. Gather key information about your business, governance, financial statements, risk factors, and investor communications. Identify whether you will market to retail or professional investors and in which jurisdictions.

Engage a Lithuanian securities lawyer early to assess regulatory classification, choose the correct exemptions or authorizations, and design a compliant documentation package. If a prospectus or offering document is needed, set a realistic timeline for drafting, approvals, and marketing. Coordinate with an auditor for financial statements suitable for inclusion in offering materials. If listing is planned, contact the market operator to discuss admission criteria, and arrange for a certified adviser if using First North.

Set up compliance foundations that cover inside information handling, disclosure controls, advertising approvals, investor suitability and appropriateness, AML and sanctions screening, and data protection. Choose a paying agent, custodian, or broker as needed, and confirm settlement and depository arrangements. For crypto-asset activities, determine whether you need authorization as a crypto-asset service provider and prepare the required governance, capital, and disclosure frameworks.

Plan tax and accounting implications for the issuer and investors, and confirm withholding or reporting obligations with the State Tax Inspectorate. Prepare shareholder and investor relations policies for ongoing disclosures, meetings, and corporate actions. For Marijampolė based businesses, use national e-services for filings and coordinate with local notaries and service centers where physical steps are required. Keep complete records of all approvals, communications, and filings so you can respond quickly to supervisory inquiries or investor requests.

If you are unsure where to begin, arrange an initial consultation with a qualified securities lawyer. Bring a brief description of your project, timeline, target investor profile, draft financials, and any existing agreements. The right early advice can save time, reduce costs, and help you meet regulatory expectations the first time.