Corporate restructuring
We will make all your plans come true!
Corporate restructuring
Headline
Service description
Basic information about corporate restructuring
Price
from €349 + notary fee
The term
7-30 working days
Consultation
Consultations are held remotely or live in Vilnius.
What do you need to know
- We transform UAB into MB or VšĮ.
- We transform a limited liability company into a UAB, private limited company or public limited company.
- We transform an individual enterprise into a UAB, MB or public enterprise.
- We are reorganizing the public institution into the Charity and Support Foundation, UAB, MB.
Documents and information required
- Company’s extract from the Registry;
- Applicable statutes or regulations;
- List of shareholders, members or other participants;
- List of creditors;
- Interim balance;
- New name, if it is changed during the reorganization.
Price includes
- Consultation;
- Document preparation;
- Representation at the notary’s office and the State Enterprise Center of Registers;
- Registry fees;
- Publication of the announcement in the electronic publication of the State Enterprise Centre of Registers or in another source.
Still have questions? Feel free to ask.
Fill in the form and we will contact you immediately.
Contact us
Corporate restructuring is a change in the legal form of a legal entity, where the activities are not terminated, and all rights and obligations are transferred to the legal entity of the new legal form.
Minimum capital for transformation into a company
If a legal entity is transformed into an AB or UAB, the minimum authorized capital requirement must be met:
- AB – EUR 25,000.
- UAB – EUR 1,000.
If during the reorganization:
- assets are insufficient to form the minimum capital;
- liabilities exceed the value of assets;
participants can make additional contributions to form capital.
Important:
- Additional contributions are not considered income.
- Authorized capital cannot be formed from an owner’s loan.
Property valuation
Property valuation is necessary when:
- authorized capital is formed not by monetary contributions, but by assets.
Requirements:
- Vertinimą turi atlikti nepriklausomas turto vertintojas.
- The valuation report must comply with the requirements of the Law on Joint Stock Companies.
The most commonly chosen redevelopment directions
Private limited company → UAB
It is chosen for the purpose of limited liability and greater investor confidence.
MB → UAB
It is chosen when a clear share structure is required and capital raising is planned.
UAB → MB
It is chosen when the aim is to reduce administrative costs.
Public Institution → Support and Charity Foundation
Selected when activities are focused solely on providing support.
Public institution → UAB
It is chosen when it is decided to pursue profit and dividend payments to shareholders.
When is it worth changing the legal form?
- When a business grows and additional capital is needed.
- When seeking to limit personal liability.
- When an investor entry is planned.
- When the administrative burden is reduced.
- When the business model changes.
Are the company code, contracts, employees changing?
No.
After the transformation:
- The legal entity code remains the same.
- Existing contracts remain in force.
- Employment relations with employees continue.
- Licenses usually remain valid unless otherwise provided by law.
Company Restructuring: FAQ
When is redevelopment not possible?
Reorganization is not possible if:
- The company is insolvent.
- The value of the assets is less than the required minimum capital (if there are no additional contributions).
- Creditors are not properly informed.
- Unapproved redevelopment documents.
- Mandatory management bodies have not been appointed.
Does reorganization mean liquidation of the company?
No. Reorganization is a change in legal form, not a cessation of operations.
Do creditors need to be informed about the reorganization?
Yes. Creditors must be informed in accordance with the procedure established by law by publishing a notice in the electronic publication of the State Enterprise Centre of Registers or in a source specified in the articles of association. Creditors have the right to demand additional measures to ensure the fulfillment of obligations.
Do I need to close a bank account?
No. The bank account remains the same, but the bank must be informed of the change in legal form.
Is it possible to change the type of activity and name during reorganization?
Yes. EVRK codes and name can be updated together with the transformation documents.