Open a Сompany in Lithuania

To set up a business in Lithuania, the following is required:

• Signing the memorandum of association of the company. If there is a single founding member, the statement of registration of the company shall be drawn up.
• Founders may file an application (form JAR-5) to the Register of Legal Entities for the temporary inclusion of the company name in the Register.
• The memorandum of association of the company gives the right to open a corporate savings account with the bank.
• Making down payments for stock subscriptions. Down payments shall be made in cash only. The down payment amount shall be at least EUR 1,000; each shareholder shall pay at least 1/4 of the nominal value of all shares subscribed by him/her and the total amount of the total nominal value of the subscribed shares.
• Making a non-cash contribution meaning a partial payment for the company’s shares. The amount shall be calculated by an independent property appraiser before signing the memorandum of association of the company.
• Convening a constituent meeting at which members of the company’s bodies shall be elected by the general meeting of shareholders. If members of the supervisory board are electable, it shall elect the members of the board, if the board is established, or the CEO of the company, if the board is not established, before registering the company. The elected members of the board of directors shall elect the CEO of the company. The constituent meeting cannot be convened if the members of the body of a closed joint-stock company elected by the general meeting of shareholders in accordance with the charter are specified in the memorandum of association or deed of foundation.
• Drawing up and signing the charter of the company.
• The company is considered set up upon its registration in the Register of Legal Entities.

Registration

Before filing an application to the Centre of Registries for registration of a closed joint stock company, the notary shall certify the accuracy of the information specified in the application, the compliance of the charter with the legislation requirements and the fact that the closed joint stock company can be registered.

If the officer of the Register of Legal Entities does not identify registration restrictions, the legal entity shall be registered within 3 business days after receiving the documents and registration fees. If a closed joint stock company is being set up by electronic means, the Centre of Registries, upon receipt of the confirmation that the registration fee was paid for and providing there are no registration restrictions, shall register the legal entity within 1 business day.

For the registration of a closed joint-stock company, a fee of EUR 30.83 shall be paid if the documents are submitted in paper form and a fee of EUR 14.02 if the documents are submitted in electronic form.

You can also set up a business by electronic means

With the self-service system of the Centre of Registries, you can set up businesses of the following forms of incorporation by electronic means:

• Individual entrepreneurship
• Closed joint-stock company
• Association
• Small business
• Public institution
• Charitable and support fund

E-documents can be submitted directly to the registration officer through the self-service system of the Centre of Registries if:

• The founder has a qualified e-signature. *
• The founder of an individual enterprise is a legally capable natural person.
• Documents are drawn up in accordance with approved standard forms (regulations, charter, deed of foundation and memorandum of association).
• it is not assumed that the short from of “Lithuania” will be used in the corporate name.
• There is an e-signed consent of the premise owners to the use of the premises to register an office, if the premises are not in personal ownership of the founder.
• There is a e-signed consent of the premise owners to the use of the premises to register the location address.
• The closed joint stock company shares are paid up by cash contributions.

When setting up a closed joint stock company, a savings account can only be opened and the authorized capital can only be issued by electronic means with the bank (Luminor, Citadele, Swedbank, SEB, Šiaulių bank (SB) or Medicinos bank.) When applying for registration of a closed joint stock company, perform the following actions in the self-service system:

• Submit an a-application to the bank
• Using your qualified e-signature, sign a savings account agreement prepared by the bank officer
• After the Centre of Registries is informed by the bank through the electronic services system of the signed agreement and the amount transferred to the savings account for issuing the authorized capital, you can proceed with the registration of the company

* Currently, you can use a qualified e-signature issued by:

• State Enterprise “Centre of Registries” (for more information about e-signatures issued by the Center of Registries please visit elektroninis.lt).
• mobile network operators — Bete, Telia, Tele2 and Teledema.
• the Identity Documents Personalization Centre at the Ministry of the Interior, i.e. you can use your identity card containing personally identifiable information in an electronic field and a qualified signature certificate.

What is the procedure for changing the registered office address of a legal entity? Can I change the registered office address of a legal entity by electronic means through the self-service system of the Centre of Registries?

In case of changing the location (address) of a legal entity, the following documents shall be submitted to the officer of the Centre of Registries:

1. Application for registration of changes — form JAR-1 (forma).
2. Minutes of the general meeting of the members who made the decision to change the location.
3. If the premises used for registration of the office location of the legal entity, its branch or representative officeare not in ownership of the legal entity or the premises are in joint ownership of the legal entity, a written consent of the owner or co-owner to the use of the premises for registration of the office location of the legal entity shall be submitted.
4. Identity document of a person submitting documents and data. If the contractor of data and documents acts by proxy, documents confirming the authority of the representative shall be attached to the documents submitted to the Centre of Registries. If the application is forwarded by mail, a copy of the identity document of the CEO shall also be attached. There is no need to notarize this copy.

The application for changing the registered office address of a legal entity can also be submitted by electronic means through the customer self-service system of the Centre of Registries. When submitting documents and data, the CEO or his/her authorized representative shall sign in to the customer self-service system of the Centre of Registries using his/her qualified e-signature. In the field of location of the premises of the owners, all existing owners of the premises shall be entered.

If the the premises to be registered are not in ownership of a legal entity, the system will generate a consent to the use of the premises to register the office location of the legal entity, which shall be e-signed by all existing owners of the premises. (The owners of the premises shall sign the consent one after the other rather than at the same time).

It should be noted that, when changing the location by electronic means, the minutes of the general meeting of members shall be uploaded in PDF before signing the data change application (form JAR-1-E).

After signing the application (form JAR-1-E), the service shall be added to the basket and paid for directly on the self-service website through online banking. After payment, the data change application and documents shall be submitted to the officer of the Register of Legal Entities; upon that the application status will be displayed as being processed.

A fee of EUR 4.15 shall be paid for registering the change of the registered office address.

If the officer of the Register of Legal Entities does not identify registration restrictions, the data change shall be registered within 3 business days.

When and what documents shall be submitted to the Register of Legal Entities to register information about a new CEO of a legal entity?

When changing the legal entity management data, the contractor of documents and data shall submit an application in the prescribed form (JAR-1) for registration of changes in the Register of Legal Entities within 30 days from the date of change. However, a shorter period for the submission of documents and data may be established by law. The 5-day period for the submission of documents and data is established for joint-stock companies and closed joint-stock companies by the law on joint-stock companies, for individual entrepreneurs by the law on individual enterprises and for small businesses by the law on small businesses, provided they have a single governing body. It should be noted that in relations with third parties, the CEO whose data is registered in the Register of Legal Entities can act on behalf of the legal entity; therefore, new CEO data shall be submitted immediately.

In order to change data on the CEO of a legal entity, the contractor of documents and data shall submit the following to the Register of Legal Entities:

• Application for registration of changes — form JAR-1.
• Minutes of the general meeting of members (the collective governing body, if its authorized to elect the CEO) on the dismissal of the CEO and the election of a new CEO, plus annexes to the minutes.
• Identity document of a person submitting documents and data. If the documents are forwarded by mail, a copy of the identity document of the CEO shall also be attached.

If the documents are submitted by a representative rather than by the CEO of the legal entity, documents confirming the authority of the representative shall be attached to the documents submitted to the Register.

If a foreign citizen is elected as a new CEO, a copy of the identity document of the foreign citizen shall also be submitted. In accordance with the procedure established by the Register of Legal Entities, the name and place of residence of the foreign individual shall be submitted for transliteration with the Latin script. If the name specified in the identity document of the foreign individual does not contain Latin letters, a translation of the identity document containing the name transliterated with the Latin script shall be submitted.

The application for changing the data of the CEO of a legal entity can also be submitted by electronic means through the self-service system of the Center of Records, if the data is submitted by an authorized representative of the CEO, provided s/he has a registered power of attorney to sign and submit documents to register changes in the data and/or documents of the legal entity.

The authorized representative shall sign in to the self-service system of the Centre of Registries using his/her qualified e-signature, follow the link to the Register of Legal Entities and select Registration of a Legal Entity and Data at the left of the menu, Registration of Legal Entity Data, CEO, where s/he will be able to enter data of a new CEO and remove data of the former CEO from the Register. When changing management data by electronic means, the decision (minutes) of the legal entity body, plus annexes to the minutes, shall be attached in PDF confirming the dismissal of the CEO and the election of a new CEO.

Registration of the legal status of a legal entity being reorganized or participating in the reorganization

The contractor of documents and data shall submit the following to the Centre of Registries within the first day of public announcement of the reorganization timeframe:

• Application for registration of the legal status — form JAR-1 and form JAR-TST1 (the forms can be downloaded here atsisiųsti čia).
• Terms and conditions of reorganization.
• Report on the review of the terms and conditions of reorganization and report drawn up by the governing bodies, if the submission of such reports is required by law.
• Permission issued by the state supervisory authority, if the issuance of such permission is required by law.
• Identity document of an individual.

If significant changes occur between the date of submission of the reorganization timeframe to the Register and the date of adoption of the decision on reorganization, the contractor of documents and data shall give a written notice of the changes within 3 days after the occurrence of the changes.

Registration of the legal status of a convertible legal entity

Within the first day of publication of the decision on reorganization of the legal entity, the contractor of documents and data shall provide the following to the officer of the Centre of Registries:

• Application for registration of the legal status — form JAR-1 and form JAR-TST1 (the forms can be downloaded here atsisiųsti čia).
• Decision on reorganization of the legal entity.
• Permission issued by the state supervisory authority, if the issuance of such permission is required by law.
• Identity document of an individual.

In case if a legal entity of another form of incorporation is reorganized into a joint-stock company or a closed joint-stock company, property to be transferred for the corporate shares and the valuation report shall be submitted to the Centre of Registries within 10 days before the adoption of the decision on reorganization.

If the contractor of data and documents acts by proxy, documents confirming the authority of the representative shall be attached to the documents submitted to the officer of the Centre of Registries.

What documents shall be submitted to the Register of Legal Entities when changing the registered office address of a branch or representative office of a foreign company in Lithuania?

If the registered office address is specified in the regulations, then, to change the location address of the registered branch of a foreign legal entity, the regulations shall be amended and the contractor of documents and data shall submit the following to the Centre of Registries in a notary’s envelope (upon pre-registration or by mail):

1. Signed application (form JAR-1), provided the authenticity of the signature is notarized. Regulations on representative offices, if only the office address specified in the regulations of the representative office changes; notarization is not required.
2. Decision of the body representing the founder on the provisions and change of the registered office address.
3. If the location is specified in the regulations, the regulations can be submitted in 1 copy. The newly drawn up regulations will not contain the location of the registered office of the branch of the legal entity.
4. If the premises used for registration of the office location of the legal entity, its branch or representative officeare not in ownership of the legal entity or the premises are in joint ownership of the legal entity, a written consent of the owner or co-owner to the use of the premises for registration of the office location of the legal entity shall be submitted.
5. Identity document of a person submitting data. If the documents are submitted by a representative rather than by the CEO of the branch of the legal entity, documents confirming the authority of the representative shall be attached to the documents submitted to the Register.

For detailed information on how to set up a business in Lithuania please contact Company in Lithuania UAB.