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.
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, defining its legal structure, authorised share capital, management bodies, decision-making procedures and other matters required by law. Articles of association and their amendments must be registered with the Lithuanian Register of Legal Entities (JAR). Notarial certification is generally required for conventional paper-based procedures, but eligible companies may use electronic incorporation and amendment procedures through the Centre of Registers without a separate notarial appointment, subject to the applicable statutory conditions. We prepare standard and customised articles reflecting the company’s ownership and governance 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 decision (Sprendimas nesušaukus susirinkimo) — A Lithuanian UAB may adopt shareholder decisions without convening a physical general meeting where the applicable statutory conditions and procedures are satisfied. The Law on Companies provides for voting in writing and participation through electronic communications, subject to the relevant requirements. A document signed by all shareholders may be appropriate in certain circumstances, but unanimous written consent should not be presented as a universal alternative to the statutory decision-making procedure. Where a UAB has a sole shareholder, decisions falling within the competence of the general meeting are documented through the sole shareholder’s written decision.
- 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 — Preparation of the decision of the competent corporate body, the relevant director documentation and the required notification to the Register of Legal Entities (JAR). Where a UAB has a management board, the director is generally appointed and removed by that board. Where there is no management board but a supervisory board exists, the supervisory board exercises this authority. Otherwise, the decision is made by the general meeting of shareholders or the sole shareholder. Changes to registered management information must be reported within the applicable statutory deadline. Access to banking, electronic government systems and corporate records should be updated accordingly.
- Director employment agreement (Darbo sutartis su vadovu) — Under Article 37 of the Lithuanian Labour Code, the director of a Lithuanian UAB generally performs their duties under an employment contract, subject to the specific statutory rules applicable to the management of legal entities. This requirement should not be confused with the arrangements applicable to members of a collegial management board, who do not automatically enter into employment relationships solely because of their board membership. The agreement should address remuneration, responsibilities, termination and other applicable employment conditions.
- Power of attorney (Įgaliojimas) — A document authorising a representative to perform specified actions on behalf of the company, including signing agreements, submitting filings, dealing with public authorities or attending notarial appointments. The required form depends on the nature of the authorised transaction and the requirements of the receiving institution. Notarial certification is mandatory in certain legally prescribed circumstances, but it is not universally required for corporate representation, electronic filings or ordinary commercial transactions. Eligible electronic authorisations may also be used where recognised by the relevant authority.
Share and Capital Transaction Documents
Documents for changes in ownership and the company’s registered capital
- Share purchase agreement (Akcijų pirkimo-pardavimo sutartis) — A contract governing the sale of shares in a Lithuanian company, including the price, parties’ obligations, completion conditions and transfer arrangements. Under Article 1.74 of the Lithuanian Civil Code, a UAB share purchase agreement generally requires notarial certification where 25% or more of the company’s shares are sold or the purchase price exceeds EUR 14,500. Statutory exceptions apply, including certain transactions involving shares maintained in personal securities accounts by an authorised account provider. Additional requirements may arise under the company’s articles of association or applicable legislation. Notarisation is not automatically required for every UAB share transfer.
- Share transfer documentation and shareholder register updates — The transfer of shares must be executed in accordance with the Lithuanian Civil Code, the Law on Companies, the company’s articles of association and any applicable securities account arrangements. The legal effect of the transfer depends on the relevant transaction and the statutory requirements for transferring the shares. Information concerning UAB shareholders is generally submitted to JADIS, while certain changes, including information about the sole shareholder where applicable, must also be reflected in JAR. Changes in ultimate beneficial ownership must be reported through JANGIS. These are separate filing obligations, each subject to its applicable deadlines.
- 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 — A reduction of a Lithuanian company’s authorised share capital must follow the procedures established by the Law on Companies, including the relevant shareholder resolution, statutory publication or notification requirements, creditor protection measures where applicable, amendment of the articles of association and registration with JAR. The procedure depends on the purpose of the reduction, such as covering accumulated losses or returning capital to shareholders. Court approval or a court non-objection decision is not a universal requirement for every capital reduction.
- 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 corporate data maintenance — Lithuanian companies must ensure that their information recorded in the Register of Legal Entities (JAR) remains accurate and submit legally required changes within the applicable deadlines. Changes concerning the company name, registered office, management bodies, authorised capital and other registered particulars must be reported where required by law. Lithuanian legislation does not impose a universal obligation on every company to reconfirm all JAR data each January. Failure to submit required information may result in administrative penalties or other statutory consequences, but it does not automatically suspend the company’s commercial activities.
- Articles amendment (Įstatų pakeitimas) — Changes affecting provisions contained in a company’s articles of association, including its name, authorised capital or governance structure, require the appropriate corporate decision, preparation of amended articles and registration with JAR. Notarial certification is required where prescribed by law, while eligible electronic procedures may be completed without a separate notarial appointment. Changing the registered office address does not necessarily require amending the articles if the full address is not specified in them.
- 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 — Corporate reorganisations involving mergers or divisions must comply with the Lithuanian Civil Code, the Law on Companies and, where applicable, EU cross-border reorganisation rules. Depending on the transaction, the procedure may involve preparation and publication of reorganisation terms, creditor protection measures, shareholder approval, amendments to corporate documents and registration with JAR. Court approval is not a universal requirement for domestic mergers or divisions, although judicial proceedings or additional regulatory approvals may be necessary in specific circumstances.
- Apostille and legalisation coordination — Lithuanian public documents intended for use abroad may require an apostille, consular legalisation or another form of authentication, depending on the destination country, the nature of the document and applicable international agreements. Certain documents are exempt from these formalities under EU legislation or bilateral agreements. In Lithuania, apostilles are issued by authorised notaries and, in the relevant circumstances, consular officers. Since 1 October 2026, Lithuanian notaries have also been authorised to issue electronic apostilles for eligible electronic documents. We coordinate the applicable authentication procedures and arrange translations where required.
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) | Required in specified statutory circumstances | Under Article 1.74 of the Lithuanian Civil Code, notarial certification is generally required when 25% or more of a UAB’s shares are sold or the transaction value exceeds EUR 14,500, subject to statutory exceptions. |
| 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 | Authorised notary or consular officer, as applicable | Lithuanian notaries issue apostilles for eligible public documents. Consular officers also perform apostille functions within their statutory competence. Electronic apostilles for eligible electronic documents may be issued by notaries from 1 October 2026. |
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. Foreign shareholders may authorise representatives through a power of attorney that meets the formal requirements applicable to the intended transaction. Depending on the country of issuance, the nature of the authorisation and relevant international agreements, notarisation, apostille, consular legalisation or certified translation may be required. Certain electronic authorisations may also be accepted. A notarised and apostilled power of attorney is not universally required for every act of corporate representation in Lithuania. 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
A qualified electronic signature does not, by itself, replace a notarial certification where Lithuanian law expressly requires notarial form. However, Lithuanian legislation permits eligible corporate registration procedures to be completed electronically without a separate notarial appointment. In addition, Lithuanian notaries may perform certain notarial acts remotely through the authorised electronic notarial system, subject to identity verification and statutory requirements. Whether physical attendance, remote notarisation or an entirely electronic registration procedure is available depends on the transaction and the documents involved.
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 |
| Within 30 days after approval of the annual financial statements | Submission of approved annual financial statements to the Centre of Registers | Company director or authorised representative | Failure to submit within the statutory deadline may result in administrative liability and other legal consequences. For companies with a calendar financial year, the annual general meeting must generally approve the financial statements by 30 April, after which the separate 30-day filing deadline applies. |
| Whenever legally relevant registered information changes | Updating company information in JAR | Director or authorised representative | Failure to submit required changes within the applicable statutory deadlines may result in administrative liability or other consequences provided by law. There is no universal annual January confirmation requirement for all Lithuanian companies. |
| Following relevant changes in shareholder, member or beneficial ownership information | Updating JADIS participant information and JANGIS beneficial ownership information | Director or authorised representative | Failure to comply may result in administrative penalties and difficulties with financial institutions or regulated transactions. There is no universal annual January confirmation requirement, and non-compliance does not automatically suspend commercial activities. |
| Within 5 days of change | JAR notification of director or shareholder changes | Director | Fine; unregistered change has limited legal effect |
| Within the applicable statutory filing deadlines following incorporation | Initial submission of company participant information to JADIS and ultimate beneficial ownership information to JANGIS | Director or authorised representative | Failure to submit the required information may lead to administrative liability and compliance restrictions, but it does not automatically suspend the company’s commercial activities. |
| According to the validity period and conditions of each licence | Review of sector-specific licences, permits and ongoing compliance obligations | Director or designated compliance officer | Renewal, amendment or continuing compliance requirements depend on the relevant regulatory regime. Lithuanian alcohol retail licences are generally issued without a fixed expiry date and do not require universal annual renewal by 31 December. The company must nevertheless comply with applicable licensing conditions, reporting obligations and requirements to update licence information. |
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 |
