UAB Establishment
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UAB Establishment
Headline
Service description
Basic information about establishing a UAB
Price
649€ + notary fee
The term
from 2 weeks
Consultation
Consultations are held remotely or live in Vilnius.
Flexibility
We also set up LTDs via notary.
What do you need to know
- A limited liability company is a private legal entity with limited civil liability.
- A private limited company is a company whose share capital is divided into parts called shares.
- Shareholders of an LLC are natural and legal persons who have acquired shares in the company.
- Each shareholder in a company has the rights attached to the shares he owns in the company. In the same circumstances, all holders of the same class of shares have the same rights and obligations.
- The shares of the company to be set up must be paid up in full within the period laid down in the memorandum or articles of association, which may not exceed 12 months from the date of its conclusion.
Also:
- Setting up a limited liability company with a client’s mobile signature is possible remotely.
- The mobile signature can be used by citizens of the Republic of Lithuania or foreigners who have a Lithuanian personal identification number (with a temporary/permanent residence permit in the Republic of Lithuania or on the basis of another document).
Documents and information required
- Company name;
- Operational objectives;
- Details of the founder(s);
- Director’s details;
- Registration address (we can provide);
- Amount of authorized capital and distribution of shares to shareholders;
- Company contact details – email. mail and tel. number
Price includes
- Consultation;
- Document preparation;
- Address for registration in Vilnius;
- Registry fees;
- JADIS submission.
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Contact us
You can register a UAB in Lithuania from abroad: we prepare the incorporation documents, provide a registered address in Vilnius, pay all the registry fees and file the shareholder data with JADIS and JANGIS for €649 + notary fee. Acting under your power of attorney so that you do not have to travel, the Register of Legal Entities confirms the company’s incorporation within 3 working days of receiving all required documents and payment, while the whole process from the first consultation usually takes from 2 weeks. Consultations are held remotely or in Vilnius.
UAB (uždaroji akcinė bendrovė) is a Lithuanian private limited liability company whose share capital of at least €1,000 is divided into shares. As a limited liability entity, the company is liable for its obligations with its own assets, while shareholders are generally not liable for the company’s obligations (Law on Companies, Art. 2). Founders may be Lithuanian or foreign natural or legal persons, and the law sets no maximum number of shareholders.
- Minimum share capital: €1,000. Before registration, each founder must pay in cash at least 1/4 of the nominal value of the shares subscribed, and the total initial contributions paid must be at least €1,000 (Law on Companies, Arts. 2 and 8).
- Registration using the Centre of Registers’ standard incorporation documents and electronic identification: no notary is required; otherwise, the incorporation documents are verified by a notary, and the procedure may be completed in person or through an authorised representative under a power of attorney.
- Service fee: €649 + notary fee; document preparation, registered address in Vilnius, registry fees, and JADIS and JANGIS submission included; timeframe usually from 2 weeks.
- After registration: JADIS shareholder data, JANGIS beneficial owner data, bank account (opening fee may be €0–150), accounting from €70–200 per month.
Establishing a UAB: essential legal requirements
- The minimum authorized capital of a UAB is 1000 EUR.
- Number of shareholders – from 1 to 250.
- When there is 1 shareholder, an act of incorporation is drawn up; when there are 2 or more shareholders, an agreement of incorporation is drawn up.
- UAB shares can be tangible or intangible. All UAB shares are registered and are not publicly distributed.
- The liability of a UAB is limited – shareholders risk only the assets they have contributed, except in cases where civil liability for illegal actions applies.
Opening a UAB remotely
Opening a UAB without a notary is possible if:
- All founders or their authorized persons (e.g. the founder’s manager) have a qualified electronic signature (mobile or ) or LT ID.
- Standard statutes are used (without individual provisions).
- Founders are natural or legal persons.
Notarization is necessary if:
- Non-standard statutes are used.
- The founder is a foreign natural or legal person.
- Authorized capital is formed not only by monetary contributions (for example, by a contribution in kind).
Additional costs may apply
In addition to the cost of establishment, it is necessary to assess the following potential costs:
- Bank account opening fee – 0 – 150 Eur.
- Accounting services – from 70 – 200 EUR per month, depending on the scope of activities.
- Domain and trademark registration.
- Cash register registration, if retail sales are carried out.
- Occupational safety documentation is mandatory if the company hires employees.
UAB or MB: when is a UAB a better choice
Choose UAB if:
- You plan to attract investors.
- You intend to expand your business internationally.
- You will work with large companies or participate in public procurement.
- The business management structure is important to you.
MB is more suitable if:
- The activity is small.
- There is no need to attract investors.
- We are seeking an earlier profit withdrawal procedure.
UAB profit distribution: what you need to know
Profit distribution is only possible:
- Upon approval of the annual financial statements.
- If the company has no uncovered losses.
- If a mandatory reserve has been formed, which must amount to at least 1/10 of the authorized capital.
Dividends to shareholders may only be paid from distributable profits.
The most common mistakes when establishing a UAB
- Incorrectly selected type of activity according to EVRK codes.
- The company name has not been checked for compliance with Lithuanian language norms.
- Missing or incomplete JANGIS data on beneficiaries.
- VAT registration obligations have not been assessed.
- Improperly formed or incompletely paid-up authorized capital.
- The nominal value of the shares was chosen incorrectly. This is especially important in order to attract investments.
UAB Establishment: FAQ
The law does not require that the establishment of a UAB be carried out exclusively through specialists. Documents can be prepared independently, but many founders choose to seek professional help to speed up the process and avoid legal or registration errors.
It is recommended to check and reserve the company name at the State Enterprise Register Centre. The name must comply with legal acts and Lithuanian language requirements.
JADIS – Information system for participants of legal entities, which registers data about shareholders. Submission of data is mandatory.
A notary is required for UAB registration when the requirements for electronic registration cannot be met or when non-standard articles of association are used. Foreign founders who cannot use electronic registration may authorise a representative to establish the company through a notary without having to travel to Lithuania.
A newly registered UAB in Lithuania files its shareholder data with JADIS, the information system of participants of legal entities, and its beneficial owner data with JANGIS. The company then opens a permanent bank account, appoints an accountant, and generally applies for VAT registration once its VAT-taxable turnover exceeds €45,000 in the current or previous calendar year (Law on VAT, Art. 71). Corporate income tax applies at 17%, or 7% for companies with annual income up to €300,000 that meet the applicable conditions (Law on Corporate Income Tax, Art. 5). Ongoing bookkeeping is covered by accounting services.
Yes, the articles of association can be amended by a decision of the shareholders, and the amendments must be registered with the Center of Registers.
Yes, shares may be transferred to other persons in accordance with the company’s articles of association and applicable legal requirements.
UAB registration in Lithuania costs €649 + notary fee with Lamigra, and the fee includes document preparation, a registered address in Vilnius, the Centre of Registers fees and the JADIS submission. The state registration fee itself is €39,03 (Government Resolution No. 763). Rregistration may includunning costs after e €0–150 for opening a bank account and €70–200 per month for accounting, while the €1,000 share capital remains the company’s own funds after registration.
UAB registration in Lithuania usually takes from 2 weeks from the first consultation to the registered company when the notary route is used. The Register of Legal Entities itself registers the company within 3 working days of receiving all required documents and the registration fee (Civil Code, Art. 2.64); the preceding steps may include name reservation, registered address consent, opening the accumulation account and depositing the share capital, notarisation of the incorporation documents and, for foreign founders, translation and legalisation or apostille of corporate documents.
UAB profit is distributed as dividends by decision of the general meeting of shareholders after the annual financial statements are approved, and dividends paid to natural persons are generally taxed at 15% personal income tax. Before distribution, the company allocates at least 1/20 of the net profit to the mandatory reserve until the reserve reaches 1/10 of the share capital (Law on Companies, Art. 59). Dividends paid to a corporate shareholder holding at least 10% of voting shares for an uninterrupted 12 months are exempt from corporate income tax (Law on Corporate Income Tax, Art. 33).