Corporate Documents for Lithuanian Companies

AT A GLANCE

A Lithuanian company generates corporate documents throughout its life — from the articles of association at incorporation to shareholder resolutions at each annual meeting, board decisions for operational matters, and JAR filings whenever company data changes.
Corporate documents must comply with Lithuanian company law to be legally valid. A shareholder resolution that uses the wrong procedure, a share transfer executed without the correct documentation, or an articles amendment that has not been properly notarised can be challenged or treated as void.
For foreign-owned companies managed from abroad, corporate documents are prepared in English and Lithuanian where required — ensuring both that the foreign owner understands exactly what they are signing and that the document is valid under Lithuanian law.
We prepare all corporate documents as fixed-fee engagements — no hourly billing, no surprise charges for standard company lifecycle events.
Every corporate document we prepare is cross-checked for consistency with the company’s existing articles of association, shareholders’ register, and JAR filing history — preventing the internal contradictions that create problems during due diligence or regulatory review.

Short answer

Corporate documents for a Lithuanian company cover every document the company needs to make formal decisions (shareholder and board resolutions), to record changes in the company’s structure (share transfers, capital changes, director appointments), to govern the company’s activities (articles of association, shareholders’ agreement), and to meet its JAR filing obligations (annual confirmation, register updates). We prepare all of these in English and Lithuanian as required, at fixed fees, by professionals who understand both Lithuanian company law and the commercial context of internationally owned businesses.

Why Correctly Prepared Corporate Documents Matter

Corporate documents are not just administrative paperwork — they are the legal instruments through which a company makes decisions, transfers ownership, and governs itself. A document that is incorrectly prepared is not merely imperfect; it may be legally void, challengeable by minority shareholders, or rejected by the Centre of Registers, a bank, or a regulatory authority.

Documents that are challenged during due diligence

When a Lithuanian company undergoes investor due diligence, a legal team reviews its corporate documentation: the chain of corporate decisions, the share register, the JAR filing history, and the consistency of all documents with each other and with the articles of association. The most common problems found in due diligence are: shareholder resolutions passed with the wrong quorum; decisions taken at shareholders’ meetings that were not properly convened; share transfers that were not notarised when notarisation was required; and JAR filings that do not reflect the actual corporate structure. These problems can halt a transaction or require expensive remediation.

Documents the Centre of Registers will reject

The JAR — the Centre of Registers — has specific requirements for the format and content of filings. An application to register a change of director that is not accompanied by the required board resolution, or an articles amendment that has not been certified by a notary where notarisation is required, will be returned. Returned filings delay the implementation of whatever decision the company has made — which can have commercial consequences where the decision involves a bank signatory change, a director appointment for a regulatory purpose, or a share transfer with a completion deadline.

English documents vs. Lithuanian documents

Lithuanian company law does not require all corporate documents to be in Lithuanian — many documents between the company and its shareholders can be in English where all parties are comfortable with that language. However, documents filed with the JAR, documents submitted to Lithuanian courts or state authorities, and documents requiring notarisation in Lithuania must be in Lithuanian or accompanied by a certified Lithuanian translation. For foreign-owned companies, we prepare documents in both English and Lithuanian simultaneously — the English version for the foreign owner’s understanding and approval, the Lithuanian version for the JAR filing or notary appointment.

Corporate Document Categories

Lithuanian company documents fall into five categories corresponding to the different aspects of company governance and lifecycle management. Each category has specific legal requirements, format standards, and filing obligations.

Foundational Documents

The documents that define how the company is governed and owned

Articles of association (Įstatai) — The constitutional document of a Lithuanian company — defines the company’s name, registered capital, management structure, decision-making procedures, and the rights of shareholders. Must be notarised on incorporation and for amendments. We draft bespoke articles that reflect the actual governance framework rather than using a generic template that may not suit the company’s structure.
Shareholders’ agreement (Akcininkų sutartis) — A private contract between shareholders supplementing the articles — covering reserved matters, transfer restrictions, tag-along and drag-along rights, dispute resolution, and exit mechanisms. Not filed with JAR; governs the relationship between shareholders privately. Essential for multi-shareholder structures or where investors have specific governance protections.
Share register (Akcininkų registras) — The internal register of all shareholders and their shareholdings — must be kept accurate and available for inspection. Updated every time shares change hands.

Shareholder Decisions

Documents recording decisions made by the shareholders of the company

Ordinary general meeting minutes (Eilinio visuotinio akcininkų susirinkimo protokolas) — The annual general meeting — held within 4 months of the financial year end — approves the annual financial statements, decides on profit distribution or dividend declaration, reviews director performance, and addresses any other matters reserved to shareholders. Minutes must be prepared in the format required by the Law on Companies.
Extraordinary general meeting minutes — For decisions that arise outside the annual cycle: director appointments or removals, articles amendments, capital changes, major transactions, company restructuring, and dissolution. Can be held in person, by written resolution (for non-public UABs), or by electronic means where the articles permit.
Written shareholder resolution (Sprendimas be susirinkimo) — For UABs, most decisions can be taken by written resolution without holding a physical meeting — provided all shareholders sign the resolution. This is the most efficient format for foreign-owned companies managed from abroad. We prepare written resolutions for all standard decisions including annual financial statement approval, dividend declarations, and director changes.
Sole shareholder decision (Vienintelio akcininko sprendimas) — Where the company has a single shareholder, all decisions are made by that shareholder’s written decision. Simpler format than a multi-shareholder resolution but must comply with the same procedural requirements.

Board and Director Documents

Documents governing the management of the company by its directors

Board of directors decision (Valdybos sprendimas) — For companies with a board of directors, board-level decisions are required for operational matters reserved to the board under the articles of association — major contracts, banking authorisations, delegation of authority, and significant expenditure. We prepare board decisions in English and Lithuanian.
Director appointment and removal documentation — The shareholder resolution appointing or removing a director, the director’s consent to appointment, and the JAR filing updating the register. Director changes must be filed with JAR within 5 days of the decision. The outgoing director’s access to company accounts and systems should be managed simultaneously.
Director service agreement (Vadovo sutartis) — The contract between the company and its director defining the director’s duties, authority, remuneration, notice period, and liability provisions. Required under the Lithuanian Labour Code where the director is employed by the company rather than serving in a non-employment capacity.
Power of attorney (Įgaliojimas) — Authorising a named representative to act on behalf of the company for specific purposes — signing documents, attending notary appointments, filing with authorities, representing the company in negotiations. Can be general (broad authority) or specific (limited to defined acts). Must be notarised for most formal purposes.

Share and Capital Transaction Documents

Documents for changes in ownership and the company’s registered capital

Share purchase agreement (Akcijų pirkimo-pardavimo sutartis) — The contract for the sale and transfer of shares between parties — covering the purchase price, representations and warranties, conditions precedent, completion mechanics, and post-completion obligations. Must be notarised in Lithuania for non-public UABs where the articles require notarisation (standard for most UABs).
Share transfer deed and JAR update — The transfer of shares is effective from the date of registration in the company’s share register, not the date of signing. The JAR must be notified of the change in shareholders within 5 days. We prepare the transfer deed, update the share register, and file the JAR notification.
Capital increase documentation — Shareholder resolution authorising the capital increase; articles amendment reflecting the new share capital; notarial certification; JAR filing. Required when the company issues new shares or converts retained profits to share capital.
Capital reduction documentation — More complex than a capital increase — requires creditor notification period and court non-objection before the reduction is registered. Required when the company wishes to return capital to shareholders or write off accumulated losses against share capital.
Convertible note / loan-to-equity documentation — For companies that have received investment as a convertible loan or SAFE, the conversion documentation and the resulting capital increase. We prepare the conversion mechanics and the resulting share issuance documents.

Company Lifecycle and Administrative Documents

Documents for ongoing compliance, official filings, and company lifecycle events

JAR annual data confirmation (Metinis duomenų patvirtinimas) — Every Lithuanian company must confirm its registered data (name, address, management, shareholders for UABs, share capital) with the Centre of Registers annually — typically in January. Failure to confirm results in a reminder notice and ultimately a JAR suspension flag. We manage annual confirmations for all corporate clients as a standard service.
Articles amendment (Įstatų pakeitimas) — Any change to the articles — name change, registered address change, capital change, management structure change — requires a formal amendment, notarisation, and JAR filing. We prepare the amended articles in English and Lithuanian, coordinate the notary appointment, and file with JAR.
Company name change documentation — Shareholder resolution approving the new name; articles amendment; notarisation; JAR filing; and updating the company’s documents, invoices, and correspondence to reflect the new name.
Merger and demerger documentation — For company restructuring — combining or splitting Lithuanian entities — the statutory merger or demerger process under the Law on Companies involves creditor notification, court approval, and JAR registration. We advise on merger and demerger structures and coordinate the legal process.
Apostille and legalisation coordination — For corporate documents required by foreign authorities — overseas banks, investors, regulatory bodies, or courts — Lithuanian documents must be apostilled under the Hague Convention and, in some cases, accompanied by certified translations. We coordinate apostille through the state authorities and arrange certified translations.

When Documents Require Notarisation

One of the most common practical questions about Lithuanian corporate documents is whether notarisation is required. The answer depends on the document type and, in some cases, on what the company’s articles of association provide.

Document	Notarisation Required?	Notes
Articles of association — initial adoption	Yes — mandatory	Notary certifies at incorporation
Articles of association — amendment	Yes — mandatory	Notary certifies each amendment before JAR filing
Share transfer (non-public UAB)	Yes — if articles require it	Most UAB articles require notarised share transfers; confirm before proceeding
Share transfer (public AB)	No — not required	Shares of public ABs transfer by entry in the securities register
Capital increase or reduction	Yes — articles amendment	Capital change triggers articles amendment which requires notarisation
Director appointment / removal	No	Shareholder resolution + JAR filing; no notary required
Shareholder / board resolution	No (for standard decisions)	Written resolutions do not require notarisation
Power of attorney (general)	Yes — for most purposes	Notarised PoA required for JAR filings, notary appointments, and banking
Power of attorney (specific / transaction)	Yes — if for formal acts	Depends on the purpose; we advise on a per-PoA basis
Company name change	Yes — articles amendment	Name change triggers articles amendment
Merger / demerger	Yes	Full statutory process involves notarisation at multiple stages
Apostille on Lithuanian public documents	State authority (not notary)	Apostille issued by the Ministry of Foreign Affairs, not a notary

 Notarisation in Lithuania — how it works

Lithuanian notaries (notarai) are licensed legal professionals who verify the identity of the parties, confirm the legal capacity of the signatories, review the document for compliance with Lithuanian law, and certify the document. A notary appointment takes 30–60 minutes for most standard corporate acts. For foreign shareholders signing in Lithuania, a passport is required for identification. For foreign shareholders signing abroad, a notarised and apostilled power of attorney is required to authorise a Lithuanian representative. We coordinate all notary appointments — scheduling, document preparation, and attendance — as part of our corporate documents service.

Electronic Signatures for Lithuanian Corporate Documents

Lithuanian law and EU Regulation 910/2014 (eIDAS) recognise qualified electronic signatures (QES) as legally equivalent to handwritten signatures for most corporate documents. This significantly simplifies document execution for foreign-owned companies — many corporate documents can be signed digitally without the need for physical signatures, courier delivery of originals, or travel to Lithuania.

What can be signed electronically

The following corporate documents can generally be executed using a qualified electronic signature: shareholder and board resolutions (including written resolutions); commercial contracts; director service agreements; employment contracts; non-disclosure agreements; and most other commercial documents between the company and its counterparties. QES-signed documents are legally binding and admissible in Lithuanian courts.

What cannot be signed electronically

Documents requiring notarisation cannot be executed by electronic signature alone — the notary must personally verify the signatories and certify the document. This applies to: articles of association and their amendments; share transfers (where notarisation is required by the articles); powers of attorney intended for use in official proceedings; and some capital change documents. These documents require either physical presence at a Lithuanian notary or the execution of a notarised power of attorney abroad.

Electronic signature options for foreign signatories

Several QES providers are available for signatories who do not hold Lithuanian electronic identity cards. EU nationals can use their national eID systems where these are QES-compliant. Non-EU signatories can obtain QES certificates from accredited trust service providers — including commercial providers such as DocuSign (Advanced Electronic Signature level), which is accepted for most commercial documents but does not meet the QES standard for all purposes. We advise on the appropriate signature method for each document type and the signatory’s country.

The Annual Corporate Documentation Cycle

Every Lithuanian company has a set of recurring corporate documentation obligations that arise each year. Understanding these in advance allows them to be managed efficiently rather than urgently.

When	Document / Filing	Who Does It	Consequence of Missing
By 30 April (or within 4 months of year-end)	Annual general meeting — approving financial statements	Shareholders (written resolution or meeting)	Company in breach of the Law on Companies; JAR may flag
By 30 April	Financial statements filed with the Centre of Registers	Accountant + corporate secretary	Financial penalty; JAR suspension flag
January (annually)	JAR annual data confirmation	Director or authorised representative	JAR reminder; ultimately suspension of JAR listing
January	JADIS annual beneficial ownership confirmation	Director or authorised representative	Company suspended from commercial activity
Within 5 days of change	JAR notification of director or shareholder changes	Director	Fine; unregistered change has limited legal effect
Within 1 month of incorporation	JADIS beneficial ownership registration	Director	Commercial activity suspension
Annually (on or before 31 December if alcohol)	Licence renewals (alcohol, etc.)	Relevant officer	Licence expires; illegal operation from 1 January

Corporate Documents Pricing

All documents are prepared at fixed fees — in English and Lithuanian where required, by professionals who cross-check every document against the company’s existing articles, share register, and JAR history.

Document / Service	Price
Articles of association — standard UAB Standard governance structure; English + Lithuanian	€750
Articles of association — bespoke Customised for specific governance framework, shareholder rights, or management structure	€1,000
Articles amendment (any change) Amended articles in English + Lithuanian; notary coordination; JAR filing	€850
Shareholders’ agreement — standard (2 parties) Reserved matters, transfer restrictions, governance, exit provisions; English	€1,800
Shareholders’ agreement — complex / multi-party 3+ parties or complex governance provisions; international arbitration clause	€2,400
Shareholder resolution — standard Annual accounts approval, dividend declaration, director appointment/removal, etc.	€400
Shareholder resolution — complex (capital change, restructure) Capital increase/reduction, merger/demerger initiation, major transactions	€600
Board of directors decision Per decision — bank authorisation, delegation of authority, major contract approval	€450
Annual general meeting package (full) Notice, agenda, minutes, dividend resolution, and financial statements approval	€900
Director appointment / removal (resolution + JAR) Shareholder resolution + JAR filing; both the appointment and associated changes	€500
Director service agreement Labour Code-compliant; defines authority, remuneration, notice, and liability	€750
Power of attorney — general (company matters) For foreign shareholders/directors; English + Lithuanian; apostille coordination	€550
Power of attorney — specific / transaction Single-purpose PoA for a defined act; per PoA	€700
Share transfer — standard (SPA + deed + JAR) Share purchase agreement, transfer deed, share register update, JAR notification	€900
Share transfer — complex (warranties, conditions) Full SPA with representations and warranties, conditions precedent, and escrow provisions	€850
Capital increase documentation Shareholder resolution, articles amendment, notarisation, and JAR filing	€1,500
Capital reduction documentation Includes creditor notification period advisory; quoted by complexity	On request
JAR annual data confirmation Annual filing confirming company data is current and accurate	€380
Company name change (full process) Shareholder resolution, articles amendment, notarisation, JAR filing	€900
Apostille coordination (per document) Apostille through Ministry of Foreign Affairs + certified translation if needed	€300
Certified translation (per document) Sworn translator; English-Lithuanian or Lithuanian-English	€80–€150
Merger / demerger process advisory Full statutory process; quoted by complexity and number of entities	On request

Frequently Asked Questions

Not as a general rule. Most shareholder resolutions — including the annual meeting resolution approving financial statements, dividend declarations, and director appointments or removals — do not require notarisation. The exceptions are resolutions that trigger a document that itself requires notarisation: a resolution to amend the articles of association triggers an articles amendment that must be notarised; a resolution to approve a share transfer triggers a share transfer that must be notarised (if the articles require it). We confirm the notarisation requirement for each resolution type before preparation.

Yes. For a UAB with one or more shareholders, most decisions can be made by written resolution — all shareholders sign the resolution document and return it without holding a physical meeting. Written resolutions can be signed electronically using a qualified electronic signature. For documents that require notarisation (articles amendments, share transfers), the foreign shareholder can either sign at a Lithuanian notary during a visit, or sign at a notary in their home country and have the signature apostilled — or they can execute a power of attorney authorising a Lithuanian representative to sign on their behalf. We advise on the most practical approach for each situation.

Director changes — appointments and removals — must be filed with the Centre of Registers within 5 business days of the effective date of the change. The effective date is the date of the shareholder resolution (for removals) or the date the new director takes up the role (for appointments). Failure to file within 5 days technically means the change is not registered — which can cause problems if the company needs to prove the director’s authority during the gap period. We file director changes as soon as the resolution is signed, typically on the same business day.

A UAB (uždaroji akcinė bendrovė) is a private limited liability company — the most common form for Lithuanian businesses. An AB (akcinė bendrovė) is a public company that can offer shares to the public. The main document differences are: AB shares are registered in the Central Securities Depository and can be transferred without notarisation (UAB share transfers typically require notarisation); AB annual accounts must be audited (UAB accounts only require audit above certain size thresholds); and AB governance has additional requirements for supervisory boards and public disclosure. Almost all foreign-owned Lithuanian companies and startups are UABs — we advise on the few situations where an AB structure is appropriate.

Yes — this is a common engagement. Many Lithuanian companies — particularly those incorporated by founders without professional legal support, or those that have changed hands — have incomplete or inconsistent corporate documentation: resolutions that were never formally prepared, a share register that does not match JAR, articles that have been amended informally, or JADIS registrations that are inaccurate. We conduct a corporate documentation audit, identifying the gaps and inconsistencies, and then prepare the remediation documents needed to bring the company’s documentation into proper order. This is particularly important before investor due diligence, a share sale, or a licence application.

For a UAB with foreign shareholders, the annual general meeting is almost always held as a written resolution rather than as a physical meeting. Lithuanian company law permits UABs to approve annual financial statements and make profit distribution decisions by written resolution of all shareholders — a resolution document is prepared in English and Lithuanian, signed by all shareholders (electronically or by original signature), and retained in the company’s records. This is the most practical format for companies whose shareholders are in different countries. The physical meeting format is available but rarely used for foreign-owned UABs.

A share transfer in a UAB typically requires: a share purchase agreement signed by both the transferor (seller) and the transferee (buyer); notarisation of the transfer (if required by the articles — which is standard for most UABs); an update to the company’s internal share register; a JAR notification of the change in shareholders within 5 days; and a JADIS update if the beneficial ownership has changed. The purchase price for the shares must be justifiable as arm’s length if the transfer is between related parties. We manage the complete share transfer process from instruction to JAR registration.

Ready to prepare your corporate documents?

Contact us with the document you need — or describe the decision you need to make — and we will confirm the correct document type, the procedure required, and provide a fixed-fee quote. We prepare documents within 1–3 business days for standard requests and can arrange urgent preparation where timelines require it.