Corporate restructuring
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Corporate restructuring
Headline
Service description
Basic information about corporate restructuring
Price
from €399 + 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.
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You can change your company’s legal form without closing it: we convert a UAB into an MB or VšĮ, an MB into a UAB, IĮ or VšĮ, an IĮ into a UAB, MB or VšĮ, and a VšĮ into a charity and support foundation, UAB or MB for €399 + notary fee, with the registry fees and the announcement in the Centre of Registers electronic publication included. The company keeps its legal entity code, contracts and employees, and the conversion usually takes 7–30 working days. Consultations are held remotely or in Vilnius.
Corporate restructuring (conversion, Lithuanian “pertvarkymas”) in Lithuania is a change of a legal entity’s legal form in which the legal entity of the new form takes over all rights and obligations of the converted entity (Civil Code, Art. 2.104(1)). Conversion differs from reorganization (“reorganizavimas”), which under Civil Code, Arts. 2.95–2.97 ends a legal entity without liquidation by merger or division.
- Conversion directions set by law: UAB into IĮ, VšĮ or MB (Law on Companies, Art. 72); MB into IĮ, UAB, or VšĮ (Law on Small Partnerships, Art. 29(2)); IĮ into AB, UAB or VšĮ (Law on Individual Enterprises, Art. 11(1)); VšĮ into a budgetary institution, association, AB, UAB, MB or charity and support foundation (Law on Public Institutions, Art. 26).
- Participants of a legal entity whose liability changes from unlimited to limited remain subsidiarily liable for 3 years for obligations that arose before the new legal form was registered (Civil Code, Art. 2.104(2)).
- Service fee from €399 + notary fee; timeframe usually 7–30 working days; registry fees and the Centre of Registers e-publication notice included.
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.
What is the difference between company reorganization and conversion in Lithuania?
Company reorganization in Lithuania ends a legal entity without a liquidation procedure and is carried out by merger or division (Civil Code, Arts. 2.95(2) and 2.97(1)); conversion changes the legal form, and the entity of the new form takes over all rights and obligations (Civil Code, Art. 2.104(1)). Lamigra performs conversions: a UAB becomes an MB or VšĮ, an MB becomes a UAB, and so on, without a merger with or division into another company.
How does converting an MB into a UAB work?
Converting an MB into a UAB starts with the members’ decision on conversion and the new articles of association, followed by the formation of the UAB share capital of at least €1,000 (Law on Companies, Art. 2(4)); where non-cash assets form the capital, an independent valuer prepares a valuation report under the Law on Companies. The conversion documents are notarised, creditors are informed, and the announcement is published in the source specified in the MB’s regulations. The UAB is then registered in the Register of Legal Entities under the same legal entity code.
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.
Do the company code, contracts, employees and licences change after conversion?
The legal entity code stays the same after conversion, contracts and employment relationships continue with the entity of the new legal form, and licences usually remain valid unless a specific law provides otherwise. The company’s name and EVRK activity codes may be updated together with the conversion documents, and the existing bank account may be kept. Participants who were liable for the legal entity’s obligations before conversion remain subsidiarily liable for 3 years for obligations that arose before the new form was registered (Civil Code, Art. 2.104(2)). A name change on its own is filed separately as a company’s name change.