Best Securities Lawyers in Marijampolė

About Securities Law in Marijampolė, Republic of Lithuania

Securities law in Marijampolė is governed by national Lithuanian legislation and European Union rules, not by separate municipal ordinances. If you are issuing or trading shares, bonds, fund units, or other financial instruments in Marijampolė, you are subject to the same legal framework that applies across Lithuania. The Bank of Lithuania supervises the securities market, while trading in listed instruments typically occurs on Nasdaq Vilnius, part of the Nasdaq Baltic market. Private placements and crowdfunding are active routes for small and medium sized businesses in regions like Marijampolė, while public offerings and listings follow more extensive EU level disclosure and conduct standards.

In practice, local businesses in Marijampolė most often consider private placements of bonds, financing through investment funds, or preparing for a transition from a private limited company to a public limited company when contemplating a share offering. National corporate rules also matter, such as the rule that a public offering of shares can only be made by a public limited company. Because EU and Lithuanian requirements can be technical and time sensitive, early legal planning is essential.

Why You May Need a Lawyer

Preparing a public or private offering of securities. A lawyer can help you decide whether a prospectus is needed, whether an exemption applies, and what documents must be prepared for investors and regulators.

Raising capital as a private limited company. In Lithuania, a UAB cannot publicly offer its shares, so counsel can structure alternative funding options such as bond offerings, private placements to professional investors, or a conversion to an AB if a public share offer is planned.

Listing on Nasdaq Vilnius or First North. Advisers can coordinate with the exchange, the certified adviser network for First North, and the Bank of Lithuania to meet admission and ongoing disclosure rules.

Ongoing disclosure and market abuse compliance. Issuers and insiders must follow rules on inside information, insider lists, transaction reporting by managers, and market manipulation prohibitions. Lawyers help set compliant processes and respond to investigations.

Mergers, acquisitions, and stake building. Crossing voting thresholds can trigger notification duties and, in some cases, a mandatory takeover offer. Legal advice reduces the risk of breaching control or disclosure rules.

Investment services and licensing. Offering portfolio management, brokerage, placing of securities, or operating a crowdfunding platform typically requires authorization or registration. Counsel can assess licensing needs and EU passporting options.

Tokenized securities. If a digital token qualifies as a financial instrument, full Lithuanian and EU securities rules apply. Lawyers help classify the token and design compliant issuance and trading arrangements.

Investor disputes and enforcement. If an investor alleges misrepresentation, unsuitable advice, or disclosure failures, legal support is vital in handling claims and regulator correspondence.

Local Laws Overview

Regulatory authorities. The Bank of Lithuania supervises issuers, market participants, and conduct rules. Nasdaq Vilnius operates the regulated market and First North, while Nasdaq CSD SE Lithuanian branch handles settlement and ISIN allocation. ESMA issues EU level guidance that the Bank of Lithuania applies.

Main legislation. Key acts include the Law on Securities, the Law on Markets in Financial Instruments, the Law on Collective Investment Undertakings, the Law on the Prevention of Money Laundering and Terrorist Financing, and directly applicable EU regulations such as the Prospectus Regulation, Market Abuse Regulation, and MiFIR. These govern offerings, disclosures, insider trading and market manipulation, and investment services.

Public offerings and prospectuses. A public offer generally requires an approved prospectus unless an exemption applies, such as offers only to qualified investors, offers to fewer than a set number of retail investors per member state, or small offers under a national monetary threshold. Lithuania applies domestic rules to sub threshold offerings, and simplified information documents may be required. The Bank of Lithuania follows EU Prospectus Regulation timelines for prospectus approval.

Company form and share offerings. Only a public limited company AB may publicly offer its shares in Lithuania. Private limited companies UAB commonly raise funds via private placements or bond issues. Converting from UAB to AB requires corporate steps and registration with the Register of Legal Entities.

Listings and trading venues. Shares and bonds can be admitted to the regulated market of Nasdaq Vilnius or to First North, an alternative market with lighter admission but issuer responsibility for disclosures and MAR compliance. Admission requires cooperation with the exchange and often a certified adviser for First North.

Disclosure obligations. Issuers on a regulated market must publish annual and half year financial reports and disclose inside information as soon as possible, subject to strict conditions for delay. Significant shareholding thresholds require notifications to the issuer and regulator. Specific thresholds and timing are set in the Law on Securities and related rules.

Market abuse. The Market Abuse Regulation prohibits insider dealing, unlawful disclosure of inside information, and market manipulation. Issuers must maintain insider lists and managers must report their transactions in issuer securities. Administrative and criminal penalties can apply.

Investment services and licensing. Providing services such as placing of securities, operation of trading venues, or investment advice generally requires authorization as an investment firm or credit institution, with MiFID II conduct and organizational rules. Crowdfunding services are governed by the EU crowdfunding framework and require authorization as a European Crowdfunding Service Provider.

Anti money laundering. Financial market participants must conduct customer due diligence, verify source of funds, monitor transactions, and file suspicious activity reports. The Financial Crime Investigation Service works alongside the Bank of Lithuania on AML enforcement.

Language and filings. Many filings to the Bank of Lithuania and the exchange are made in Lithuanian. For cross border offers, English may be accepted in certain cases. Investor facing materials targeting Lithuanian retail investors typically must be available in Lithuanian.

Tax considerations. Securities transactions can have tax consequences for issuers and investors. While not part of securities supervision, tax rules should be assessed in parallel with any offering.

Frequently Asked Questions

Can a company in Marijampolė publicly offer its shares if it is a UAB

No. A public offer of shares in Lithuania can only be made by a public limited company AB. A UAB can consider private placements or a bond issue, or it can convert to an AB before a public share offering.

When is a prospectus required for an offer of securities

A prospectus is generally required for a public offer or for admission to trading on a regulated market. EU law and Lithuanian rules provide exemptions, for example for offers to qualified investors only, offers to a limited number of retail investors per member state, or small offers under a national monetary threshold. Sub threshold offers may still require a simplified information document. A lawyer can assess which regime applies to your offer.

How long does prospectus approval take

The Bank of Lithuania applies the EU Prospectus Regulation timelines. In general, the authority must notify its decision within a set number of working days once a complete draft is submitted, with a longer period for first time issuers conducting an initial public offering. The overall timeline depends on review rounds and responsiveness to comments.

What disclosures are required after listing on Nasdaq Vilnius

Issuers on the regulated market must publish annual and half year financial reports, promptly disclose inside information, and notify changes in shareholdings when certain voting thresholds are crossed. They must also keep insider lists and ensure managers report their transactions in issuer securities.

Do First North issuers have to comply with market abuse rules

Yes. The Market Abuse Regulation applies to instruments admitted to trading on both regulated markets and multilateral trading facilities like First North. Issuers must manage inside information, maintain insider lists, and ensure proper public disclosure.

Can Lithuanian companies issue bonds to retail investors without a prospectus

Possibly, if the offer falls within an exemption, such as being under a national monetary threshold or offered to a limited number of retail investors. Even when a prospectus is not required, other conditions and disclosure documents may apply. Always verify the current Lithuanian thresholds and templates before launching an offer.

Are tokenized shares or bonds treated as securities in Lithuania

If a token has the characteristics of a financial instrument, it is treated as a security and the full set of Lithuanian and EU securities rules apply. Tokens outside financial instrument definitions may be covered by other frameworks, but they are not exempt simply because they are digital.

What thresholds trigger notification of major shareholdings

Lithuanian law requires shareholders in listed companies to notify the issuer and the regulator when their voting rights cross specified percentage thresholds. The exact figures and timing are set by the Law on Securities and related rules. Counsel should verify the applicable thresholds for your transaction.

Who allocates ISINs and handles settlement for Lithuanian securities

Nasdaq CSD SE Lithuanian branch acts as the central securities depository and national numbering agency for Lithuania. It handles ISIN allocation, settlement, and corporate action processing.

Where can investors file complaints about a financial service

Consumers can submit complaints to the financial service provider and, if unresolved, escalate to the Bank of Lithuania for out of court dispute resolution. Court proceedings remain available for civil claims. Keep copies of all communications and contracts when preparing a complaint.

Additional Resources

Bank of Lithuania Supervision Service - the national competent authority for securities markets, issuer disclosures, prospectus oversight, and investment firm licensing. Located in Vilnius and Kaunas, with public guidance and complaint handling channels.

Nasdaq Vilnius - the regulated market operator for Lithuania, part of Nasdaq Baltic. Provides listing rules, admission procedures, and issuer disclosure calendars.

First North Baltic - an alternative market operated by Nasdaq, designed for growth companies. Uses certified advisers to support issuers and has separate admission requirements.

Nasdaq CSD SE Lithuanian branch - the central securities depository serving Lithuania, responsible for settlement, safekeeping, ISIN allocation, and corporate actions.

Register of Legal Entities - operated by the State Enterprise Centre of Registers, the authority for corporate registrations, articles of association, and company changes such as UAB to AB conversion.

Financial Crime Investigation Service - the authority involved in anti money laundering and counter terrorism financing enforcement in Lithuania.

European Securities and Markets Authority - the EU body that issues guidance on the Prospectus Regulation, Market Abuse Regulation, and MiFID II, which the Bank of Lithuania applies in Lithuania.

Marijampolė Municipality and local business support centers - useful for practical matters such as local permits, meeting venues for shareholder meetings, and introductions to regional business networks.

Next Steps

Define your goal. Clarify whether you need equity funding, debt funding, or a listing, and whether investors will be professional, retail, or a mix. Your goal determines the legal route and disclosure package.

Assess the company form. If you plan a public share offering, discuss with counsel whether to convert to an AB, and map the corporate approvals and timing with the Register of Legal Entities.

Screen for regulatory triggers. With a lawyer, determine if your offer requires a prospectus, qualifies for an exemption, or needs a simplified information document. Identify whether admission to Nasdaq Vilnius or First North is intended.

Assemble your team. Engage a securities lawyer, auditor, corporate finance or placement agent, and for First North, a certified adviser. Early coordination reduces review rounds and time to market.

Prepare core documents. Draft the prospectus or information document, risk factors, financial statements, corporate resolutions, agreements with intermediaries, and disclosure policies aligned with MAR.

Engage with authorities and infrastructure. Coordinate with the Bank of Lithuania on filings, with Nasdaq Vilnius on admission, and with Nasdaq CSD on ISIN allocation and settlement setup.

Plan investor communications. Ensure all marketing materials are fair, clear, and not misleading, and that any retail facing documents are available in Lithuanian if required.

Implement compliance controls. Set up insider lists, disclosure procedures, major shareholding tracking, and KYC and AML controls if you offer financial services or operate a platform.

Budget and timeline. Include regulator and exchange fees, professional fees, and translation costs. Build in time for regulator review, exchange admission, and investor roadshows.

Seek tailored advice. Laws and thresholds evolve. Before committing to any offering or listing plan, obtain written advice from a Lithuanian securities lawyer who understands both EU and local practice in Marijampolė.

This guide is for general information only and is not legal advice.