Liquidation of a Lithuanian Company

Liquidation of a Lithuanian CompanyWhether itโ€™s a market decline, severe competition, creditor pressure or unexpected circumstances, you may decide that the time has come to terminate your business. At this point, you can expect to receive qualified advice in all the stages of your company liquidation.

Liquidation of a company is the process of terminating a business, selling its assets, distributing its revenue among its creditors and/or shareholders and dissolving it from the state register. Ensuring a company is closed in compliance with the local law and with the aim to protect its key stakeholders requires qualified legal support.

A highly qualified and experienced Company in Lithuania UAB team will guide you through all the necessary legal procedures in a timely and efficient manner and fully remotely.

Our team will be pleased to consult you on a vast and detailed variety of legal challenges that you may encounter when trying to navigate through the local legislation. If needed, we will recommend the best option for sale/termination or transfer of your company, as well as prepare and submit all the required documentation.

Voluntary liquidation is generally available to a solvent Lithuanian company that can satisfy its obligations to creditors. A company undergoing bankruptcy proceedings cannot use ordinary voluntary liquidation to circumvent insolvency requirements. If the company is insolvent, the applicable procedures under the Lithuanian Law on Insolvency of Legal Persons must be followed.

Stages of Liquidation of a Company

  1. For a Lithuanian UAB, a decision on voluntary liquidation generally requires a qualified majority of at least two-thirds of the votes attached to the shares represented at the general meeting, unless the articles of association require a higher majority. The shareholders also appoint a liquidator or several liquidators. Following the appointment, the liquidator assumes the powers of the company’s management bodies. The company may continue transactions necessary for its liquidation or expressly permitted by the liquidation decision, including collecting receivables, disposing of assets and settling outstanding obligations.
  2. The liquidator must announce the liquidation in the publication source specified in the company’s articles of association either three times at intervals of at least 30 days or once together with individual written notifications to all creditors. The documents confirming the liquidation decision and the liquidator’s details must be submitted to the Lithuanian Register of Legal Entities no later than the first day of the public announcement. Lithuanian law does not establish a general two-month deadline for announcing voluntary liquidation.
  3. No later than the first day of the public announcement, the liquidator must submit the documents confirming the decision to liquidate the company and the liquidator’s details to the Lithuanian Register of Legal Entities. The application for final deregistration is submitted only after the liquidation procedures have been completed. At the final stage, the liquidator must submit the required deregistration documents, including the liquidation deed and final financial statements, while ensuring that the applicable tax clearance, archival and other statutory requirements have been satisfied.
  4. The liquidator must prepare the required financial statements, identify the company’s assets and liabilities, collect outstanding receivables and settle creditors’ claims in accordance with the applicable statutory order of priority. Assets may be sold where necessary to satisfy liabilities, but Lithuanian law does not require every asset to be sold in all voluntary liquidations. Following settlement with creditors and expiry of the applicable statutory waiting period, remaining assets may be distributed to shareholders in accordance with the Lithuanian Law on Companies and the rights attached to their shares.
  5. A Lithuanian company undergoing liquidation remains subject to applicable accounting, financial reporting and tax obligations until its deregistration. The liquidator must ensure that the required financial statements and tax returns are prepared and submitted for the relevant reporting periods, including periods during which liquidation is ongoing. The applicable deadlines depend on the type of report, the company’s financial year and the relevant statutory requirements. Financial reporting obligations do not arise only when liquidation continues for several years.
  6. Lastly, if the company has paid all its debts and the State Tax Inspectorate has informed the State Enterprise Centre of Registers that the company has no debts, the liquidator can request to remove the company from the State Enterprise Centre of Registers.

Assistance in Liquidating a Company

Key factors of the voluntary liquidation of a Lithuanian company:

  • Voluntary liquidation of a Lithuanian company generally takes several months, although the actual duration depends on the company’s financial position, creditor claims, public notification procedure, tax clearance, archival requirements and the processing of deregistration documents. Where liquidation is announced three times, at least 30 days must separate consecutive announcements. In addition, remaining assets generally cannot be distributed to shareholders earlier than two months after completion of the required creditor notification procedures. A six-week completion period should not be presented as a generally achievable statutory timeline.
  • Our fees for a company liquidation services โ€“ 750 EUR
  • A company is not generally required to settle every outstanding debt before commencing voluntary liquidation. However, it must be able to satisfy its liabilities, and creditors’ claims must be settled in accordance with the applicable legal requirements before the remaining assets are distributed to shareholders. If the company is insolvent, the relevant provisions of the Lithuanian Law on Insolvency of Legal Persons apply.
  • A balance sheet must be drawn up at the beginning of a company liquidation process

Assistance in company liquidation include:

  • Appointment of a local liquidator, which will ensure efficient administration.
  • Preparation of required legal documentation which will ensure you comply with local law.
  • Completing the application for a company liquidation to help you save time.

Transfer of a Lithuanian Company to a New Owner

An alternative way to replace a former management body is to transfer a company to a new owner-representative from the Company in Lithuania UAB team.

FREQUENTLY ASKED QUESTIONS

  • How can I liquidate a Lithuanian company?
    If you decide to terminate your business in Lithuania, we recommend a voluntary liquidation. Normally it takes a few months to liquidate a company, but this period may require more time depending on the size of the company, the number of raised claims, the shareholdersโ€™ interests and workflows of the government institutions. The process is comprised of such essential stages as official board meetings, appointment of a liquidator, preparation of legal documents and liaison with Lithuanian government institutions. All the legal procedures can be handed over to the highly qualified specialists of the Company in Lithuania whoโ€™ll provide all the necessary accounting and legal assistance in accordance with local regulations.
  • Who can act as a liquidator?
    A liquidator can be the companyโ€™s director, employee or other natural person. At the time of concluding the contract and starting to cooperate, Company in Lithuania will gladly provide a Lithuanian liquidator for your company.
  • Can I temporarily suspend operations of a Lithuanian company?
    Yes. When it comes to taxation, in cases where a taxpayer is temporarily inactive, he/she may be temporarily exempted from filing a tax return and/or other documents specified by law. A taxpayer may be declared inactive if:
    • He/she doesnโ€™t carry out any transactions.
    • He/she doesnโ€™t settle any payments with other entities.
    • He/she doesnโ€™t receive income (including support from non-profit units) other than interest on funds in the taxpayer's bank accounts.
    If the company meets the above criteria, it may be declared inactive by the competent management body of the company. Following the adoption of this decision, the company may apply to the State Tax Inspectorate and submit a request for temporary exemption from the submission of the tax return and/or other documents specified in legal acts. A Lithuanian company that temporarily suspends its activities may apply to the State Tax Inspectorate (VMI) for exemption from certain tax filing obligations, provided that the statutory conditions are met. If a VAT-registered company requests exemption from submitting VAT returns on the grounds of temporary inactivity, it will be deregistered from the VAT register. Temporary inactivity does not automatically exempt a company from annual financial reporting, corporate governance or other statutory obligations. .
  • Is the liquidation procedure the same for all types of entities?
    Most Lithuanian legal entities may be liquidated, but the applicable procedure depends on their legal form, financial condition and relevant legislation. A private limited liability company (UAB), Small Partnership (MB), individual enterprise (Iฤฎ) and other legal entities may be subject to different rules concerning liquidation decisions, liquidator appointments, creditor protection and asset distribution. Insolvent companies must follow the applicable insolvency procedures rather than automatically applying the ordinary voluntary liquidation process.
  • Is there a connection between liquidation and bankruptcy?
    Where a Lithuanian company becomes insolvent, its management must comply with the duties established by the Law on Insolvency of Legal Persons, including timely initiation of the applicable insolvency process. Depending on the company's financial position and eligibility, this may involve restructuring, judicial bankruptcy or out-of-court bankruptcy proceedings. Ordinary voluntary liquidation and bankruptcy are separate legal procedures, and directors may incur liability for failing to fulfil their statutory duties when insolvency arises.
  • Is the procedure for liquidating a Lithuanian company the same for local and foreign business owners?
    Yes. Whether a business owner is a Lithuanian citizen or a foreigner, they must follow the same company liquidation procedures.
  • Do I need to pay any liquidation fees to the government?
    The Lithuanian Centre of Registers charges administrative fees for relevant registration and deregistration procedures in accordance with its current official tariff schedule. Fees depend on the specific service requested and may change over time. Companies should verify the applicable charges directly with the Centre of Registers before submitting documents. Deregistration of a legal entity and deregistration of its registered office are separate administrative procedures and should not be presented as automatically required together in every liquidation.
  • How long will it take to liquidate a company in Lithuania?
    The entire process takes from a few months to several years (the shortest period โ€“ up to 6 weeks). Itโ€™s important to keep in mind that this process involves selling the company's assets, covering creditorsโ€™ claims and distributing the remainder of the assets to the companyโ€™s shareholders. Only then, the State Tax Inspectorate will inform the State Enterprise Centre of Registers that the company has no debts. The latter institution will erase the company from its registry by the liquidatorโ€™s request.
  • What are the ways to liquidate a company in Lithuania?
    A solvent Lithuanian company may generally be dissolved through voluntary liquidation following a valid decision by its shareholders or other competent governing body. Insolvent companies are subject to the Lithuanian Law on Insolvency of Legal Persons, which provides for judicial bankruptcy proceedings, out-of-court bankruptcy proceedings where statutory conditions are met, and restructuring where appropriate. The concepts of members' voluntary liquidation and creditors' voluntary liquidation, as used in certain other jurisdictions, do not accurately describe the Lithuanian insolvency framework. Separately, a legal entity may be liquidated on other statutory grounds, including a court decision or liquidation initiated by the Register of Legal Entities.
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