Director Services for Lithuanian Companies

AT A GLANCE

A Lithuanian UAB can legally be managed by a director of any nationality and based anywhere in the world — there is no residency or nationality requirement for directors of standard Lithuanian companies.
A local director service provides a Lithuanian-resident named director who manages day-to-day Lithuanian administrative matters: signing documents, attending notary appointments, interfacing with banks, and representing the company at official appointments.
The local director acts within a strictly defined scope set by a director service agreement — all decisions outside that scope require explicit written instruction from the foreign shareholder.
Director services are most useful for companies that need a local signatory for banking, for companies in regulated sectors where a locally present management figure is expected by the licensing authority, and as an interim solution while a company recruits its own in-house director.
Every director service engagement includes a director service agreement defining the scope, authority limits, decision protocol, and indemnification framework — the director does not have open-ended discretion to act on behalf of the company.

Short answer

Director services provide a named Lithuanian-resident director for a Lithuanian company — a real individual who is formally appointed as director in JAR, signs documents within a defined scope, and is available for the practical Lithuanian administrative matters that require a locally present management figure. The service is governed by a director service agreement that specifies exactly what the director can and cannot do without shareholder instruction. It is not a nominee directorship — our director is genuinely involved in the Lithuanian administrative activities of the company within the agreed scope.

When a Local Director Adds Value

Not every foreign-owned Lithuanian company needs a local director. A company whose foreign shareholder serves as director, signs documents electronically, and has a reliable power of attorney in place for Lithuanian administrative matters typically functions well without one. But there are specific situations where a local director — or a local director working alongside the foreign director — materially improves the company’s operational position.

Banking and financial account management

Lithuanian banks and payment institutions sometimes require at least one director with a Lithuanian address to be a signatory on the company’s account. This is not a universal requirement — many banks accept foreign directors — but for certain account types, certain banks, or certain company profiles, a Lithuanian-resident signatory is either required or significantly simplifies the account opening process. A local director solves this immediately: they are a natural person with a Lithuanian address who can be an authorised signatory on the account.

Regulated sectors and licensing

For companies seeking financial services licences (EMI, PI, MiCA CASP, investment firm), the Bank of Lithuania assesses the company’s genuine establishment in Lithuania. A key element of genuine establishment is management presence — that key management personnel are based in Lithuania and are actively managing the company’s operations. A local director who is actively involved in the company’s Lithuanian activities provides part of the establishment evidence. For companies in other regulated sectors — pharmaceutical distribution, food businesses, transport — the relevant regulatory authority may similarly expect to see locally present management.

Document execution requiring physical presence

Some Lithuanian corporate acts require physical presence at a notary or at an authority’s office: amendments to the articles of association, share transfers, power of attorney execution, and certain filings at JAR. For a foreign director based abroad, attending a Lithuanian notary requires either travel to Lithuania or the prior execution of a power of attorney abroad (which itself requires a notary and apostille in the director’s country). A local director handles these appointments in Lithuania without any travel requirement on the foreign owner’s part.

Interim solution between in-house hires

A company that has had an in-house Lithuanian director who has departed — through resignation, termination, or other circumstances — needs a director in place while recruiting their replacement. An unoccupied director role is a compliance gap: JAR should record a current director at all times, and an absent director creates operational gaps in document signing and banking. A local director provides seamless continuity coverage between the departure of one in-house director and the appointment of the next.

Companies without local staff

A foreign-owned Lithuanian company that is newly incorporated, has no local employees yet, and is in the process of establishing operations needs a functional management presence in Lithuania from day one. A local director provides that presence — handling the initial company setup tasks (bank account opening, first SoDra registrations, first JAR filings) while the company builds its local team.

What Our Director Service Includes

Our director service is a substantive engagement — not a nominee arrangement where a name appears on a register but no one is genuinely involved. The director is a real individual who is available, responsive, and actively manages the administrative activities within the defined scope.

Formal Director Appointment

The local director is formally appointed as director of the Lithuanian company through the correct legal process — shareholder resolution, director service agreement, JAR filing. The appointment is real and legally effective.

Shareholder resolution appointing the local director — prepared and signed by the foreign shareholder
Director service agreement — defining the scope of authority, the decision protocol, the director’s remuneration, and the indemnification framework
JAR filing — registering the director appointment with the Centre of Registers within 5 business days
JADIS update — where the director is registered as a default UBO pending the foreign shareholder’s JADIS registration
Bank signatory update — adding the local director as an authorised signatory on the company’s bank account

Document Signing Within Defined Scope

The local director signs documents on behalf of the company within the scope defined in the director service agreement. Outside that scope, all decisions require express written instruction from the foreign shareholder.

Commercial contracts within the defined value threshold — the agreement specifies the maximum contract value the director can sign without shareholder approval
Banking documentation — account opening, payment authorisations within approved limits, standing order setup
Employment contracts — for Lithuanian employees hired in accordance with the agreed headcount and salary parameters
Regulatory filings and authority correspondence — JADIS confirmations, VMI correspondence, SoDra notifications
Notarial appointments — attending the notary for corporate acts required under Lithuanian law
Official appointments — attending the Centre of Registers, VMI, and other authorities on the company’s behalf

Ongoing Administrative Management

Day-to-day Lithuanian administrative matters that require a locally present point of contact — the routine operational tasks that accumulate between major corporate events.

Receiving and responding to official correspondence from VMI, JAR, SoDra, and other authorities
Managing the company’s registered address correspondence where mail requires an in-person response
Coordinating with the accounting team on day-to-day matters requiring director instruction
Liaising with the company’s bank relationship manager on account-related matters
Managing the company’s statutory filings — JAR annual confirmation, JADIS annual confirmation
Escalating matters to the foreign shareholder that fall outside the director’s defined scope

Transition and Exit

When the company appoints its own in-house director — through recruitment or the relocation of a foreign director to Lithuania — we manage the transition professionally, including a complete handover of all open matters.

Handover documentation — a written summary of all open administrative matters, pending filings, and ongoing relationships
Bank signatory transition — coordinating the addition of the new director as signatory and the removal of the departing director
JAR filing of director change — within 5 business days of the new director’s appointment
Introduction to the accounting team, banks, and key contacts in Lithuania
Ongoing availability during the transition period — typically 2–4 weeks after the new director’s appointment

The Director Service Agreement

The director service agreement is the legal and operational foundation of every director services engagement. It defines the relationship between the foreign shareholder, the company, and the local director — specifying exactly what the director can do, what requires shareholder instruction, and how the relationship is governed.

Scope of authority

The agreement defines the specific acts the director is authorised to perform without prior shareholder instruction. This typically includes: signing commercial contracts up to a defined value (commonly €5,000–€25,000 depending on the company’s scale); making payments within approved limits from the company’s accounts; hiring employees within approved headcount and salary parameters; and managing routine administrative filings. Acts above these thresholds — major contracts, capital decisions, property transactions, changes to the business model — require the foreign shareholder’s explicit written approval before the director may act.

Decision protocol

The agreement specifies how the director communicates with the foreign shareholder and how shareholder instructions are given and confirmed. Most engagements use a written instruction protocol: the director identifies a decision that falls outside their scope, sends a written summary to the shareholder, and receives a written instruction before proceeding. This protocol creates a clear record of all decisions and prevents any ambiguity about whether the director acted within or outside their authority.

Director remuneration

The local director receives a defined remuneration under the director service agreement — this is the basis on which Lithuanian employment law or the civil service contract framework applies. For most local director engagements, the director is engaged as a service provider rather than as an employee — using a civil service contract (paslaugų sutartis) rather than an employment contract (darbo sutartis). The distinction matters for tax and social insurance treatment. We advise on the correct contractual structure at the engagement design stage.

Liability and indemnification

Under Lithuanian company law, a director bears personal liability for losses caused to the company by their wilful misconduct or gross negligence. The director service agreement includes an indemnification clause under which the company undertakes to indemnify the director against any liability arising from acts performed in good faith within the scope of the agreement and on the company’s documented instruction. The director is not liable for decisions taken by the foreign shareholder — only for their own acts within the defined scope.

Termination

The director service agreement is terminable by either party with a defined notice period — typically one month. The shareholder can remove the director at any time by passing a shareholder resolution; the director can resign by giving written notice. On termination, the transition process described above applies. The agreement specifies that the director’s access to company accounts and systems is revoked on the effective date of termination — this is operationally important and is managed by the accounting team simultaneously with the JAR director change filing.

 This is not a nominee directorship

Nominee directorships — where a name appears on a register but the person has no real involvement in the company — are legally problematic in Lithuania. The Law on Companies holds directors personally liable for their acts in their capacity as director, and the AML framework requires that directors with legal control of a company are genuinely connected to its operations. Our director service is substantive: a real individual who is available, responsive, and genuinely manages the Lithuanian administrative activities within the defined scope. The scope is defined and limited — but within that scope, the director is a real actor, not a name.

Local Director vs. Foreign Director with Power of Attorney

Many foreign-owned Lithuanian companies operate successfully without a local director — using the foreign shareholder or a foreign employee as director, supported by a power of attorney that authorises a Lithuanian representative to handle specific administrative matters. Understanding when a local director adds value over a well-structured PoA arrangement helps in choosing the right approach.

Situation	Local Director	Foreign Director + PoA
Bank requires Lithuanian-resident signatory	✓ — local director is a natural Lithuanian-resident signatory	Depends — not all banks require this; PoA can authorise a bank representative
Notarial appointments (articles amendments, share transfers)	✓ — local director attends the notary in Lithuania	✓ — PoA holder attends the notary; works well with a reliable PoA
Bank of Lithuania financial licence — establishment evidence	✓ — locally present director supports genuine establishment	Partial — PoA holder is not management; BoL expects management presence
Day-to-day document signing (contracts, HR, filings)	✓ — within defined scope, immediate	✓ — PoA covers defined acts; electronic signature also possible
Regulatory authority interviews (Bank of Lithuania, VKTI, etc.)	✓ — director can attend and represent the company	Limited — PoA holder may not have management authority in practice
Cost	Monthly retainer — ongoing cost	PoA preparation once + minimal ongoing cost if not frequently used
Speed of execution for routine matters	✓ — immediate; local director handles matters same day	Depends on the PoA holder’s availability and responsiveness
Best for	Regulated sectors; banking-intensive operations; no local staff	Simple operations; foreign director available and responsive; low administrative volume

 Our recommendation

For most foreign-owned Lithuanian companies in the early stage, a well-structured power of attorney combined with our virtual office and corporate services is sufficient. A local director becomes clearly worthwhile when: the company is in a regulated sector requiring genuine management presence in Lithuania; the company needs a Lithuanian-resident bank signatory; the foreign director is consistently unavailable or slow to respond; or the company has regular Lithuanian administrative activity that benefits from a locally present decision-maker.

Director Liability Under Lithuanian Law

Every person who serves as a director of a Lithuanian company — whether a foreign founder serving as their own company’s director, or a local director engaged through a service arrangement — is subject to the director liability provisions of the Law on Companies.

The statutory liability framework

Under Article 37 of the Law on Companies, a director who causes losses to the company through a breach of their duties — acting outside the scope of their authority, failing to act when action was required, or acting in their own interest contrary to the company’s interests — is personally liable for those losses. The liability is unlimited in principle; there is no statutory cap on director liability under Lithuanian company law. However, the liability requires proof of a breach of duty and causation — a director who acts in good faith, within their authority, and in the company’s interests is protected by the business judgment rule.

What our director service agreement does to manage this risk

The director service agreement manages director liability in two ways. First, it defines the director’s scope precisely — the director cannot be held liable for decisions they were not authorised to make, and the agreement creates a clear record of which decisions required and received shareholder instruction. Second, the indemnification clause requires the company to indemnify the director against liability arising from acts performed in good faith within the scope of the agreement. This allocation of risk — director responsible for their own conduct within scope, company responsible for providing correct instructions — is the appropriate framework for a third-party director service.

Tax and social insurance obligations of the director

A director of a Lithuanian company has specific tax and social insurance obligations regardless of their nationality or residency. Director’s fees or remuneration paid by the Lithuanian company are subject to Lithuanian income tax (GPM) and may be subject to SoDra contributions depending on the contractual structure. For non-Lithuanian-resident directors, the applicable tax treatment depends on the double taxation treaty between Lithuania and the director’s country of residence. We advise on the correct tax treatment for the director’s remuneration as part of the director service agreement design.

Director Services Pricing

Director service fees are quoted individually after an initial assessment of the company’s activity profile, the expected scope of director involvement, and the specific requirements (banking, regulatory, operational). The indicative ranges below reflect standard engagements.

Service	Price
Director agreement drafting Defining scope, authority thresholds, decision protocol, remuneration structure, and indemnification; English + Lithuanian	€800
Director appointment (JAR filing + shareholder resolution) Shareholder resolution appointing the local director; JAR registration within 5 business days	€600
Director services — monthly retainer (low activity) Companies with limited Lithuanian administrative activity: mainly JAR/JADIS confirmations, occasional document signing	From €3,500/month
Director services — monthly retainer (standard activity) Regular document signing, bank liaison, SoDra and VMI correspondence, and quarterly authority interactions	From €5,500/month
Director services — monthly retainer (high activity) Companies with active Lithuanian operations requiring frequent director involvement; quoted by scope	On request
Bank signatory addition (local director added to existing account) Coordinating the addition of the local director as an authorised bank signatory	€650
Notarial appointment attendance (per appointment) Attending the Lithuanian notary for corporate acts on behalf of the company	€850
Official authority appointment (per appointment) Attending VMI, JAR, Centre of Registers, Migration Department, or other authorities	€950
Director removal and handover package Shareholder resolution, JAR filing, handover documentation, and bank signatory transition	€600
Transition support (during handover to in-house director) Per week of overlap — briefing the incoming director, introducing to key contacts, and closing open matters	€350

 Monthly retainer scope assessment

The monthly retainer amount is confirmed after reviewing the company’s expected activity: the frequency of document signing, the nature of banking activities, whether regulatory authority interactions are expected, and whether the director needs to attend any notarial or official appointments. We do not charge for routine monthly administrative tasks (JADIS confirmation, JAR annual confirmation, standard correspondence) — these are included in the base retainer. Additional appointments and activities outside the base scope are charged at the rates above.

Frequently Asked Questions

No — Lithuanian company law places no residency requirement on directors of standard commercial companies (UABs, ABs, MBs). A director of any nationality and based anywhere in the world is legally permitted to serve as the director of a Lithuanian company. The absence of a residency requirement is one of the practical advantages of Lithuania for foreign investors. The situations where a locally resident director is practically (not legally) required are: when a bank specifically requires a Lithuanian-resident signatory; when a regulatory licensing authority expects a locally present management figure; or when the foreign director is consistently unable to respond quickly enough for the company’s operational needs.

Within the scope defined in the director service agreement, yes — the director can act on their own initiative for day-to-day administrative matters that fall within the agreed scope. Outside the scope, the decision protocol requires the director to obtain written instruction from the foreign shareholder before acting. The director is a professional who exercises judgement within defined parameters — not a passive executor of instructions for every action. The scope is specifically designed to cover routine matters (standard correspondence, routine filings, approved contract signing) while requiring shareholder involvement for significant decisions.

If the local director acts outside the scope defined in the director service agreement — signing a contract above the authorised value, hiring an employee outside the approved parameters, or making a decision that required shareholder approval — several consequences follow. The act may still be binding on the company if a third party was acting in good faith without knowledge of the scope limitation (under the apparent authority doctrine). Internally, the director would be in breach of the service agreement and personally liable for any losses caused by the unauthorised act. This risk is why the scope is designed carefully at the engagement outset and why the decision protocol — where the director escalates matters that are unclear — is central to the service framework.

Yes — the director of a Lithuanian company is registered in JAR (the Centre of Registers’ company register) and the entry is publicly searchable. Any person can search JAR and find the director’s full name as part of the company’s publicly accessible information. This is standard Lithuanian company law — there is no way to keep the director’s name private. For companies where the foreign shareholder wishes their connection to the company to be less visible, the local director provides a level of separation between the public-facing management identity and the foreign shareholder — though the beneficial ownership register (JADIS) separately discloses the shareholder’s identity.

The standard notice period in our director service agreements is one month from written notice. Either party can initiate termination — the shareholder can remove the director by shareholder resolution with the same notice period, and the director can resign with one month’s written notice. In exceptional circumstances, the director can be removed immediately by shareholder resolution — but the transition process (JAR filing, bank signatory change, handover documentation) still takes several days to complete. We recommend initiating the termination and transition process well before the intended end date to avoid any gap in the director role.

The director of a Lithuanian company can represent the company in Lithuanian administrative proceedings and in some non-contentious court matters — for example, filing applications with the Centre of Registers or attending non-contentious hearings. For contentious court proceedings (lawsuits, arbitration, defended regulatory proceedings), representation by a licensed Lithuanian advocate (lawyer) is required. The director can instruct the advocate and provide instructions on behalf of the company, but cannot personally represent the company as legal counsel. We coordinate with our legal team for contentious matters.

Yes — a Lithuanian UAB can have multiple directors. Having both a local director (for Lithuanian administrative matters) and a foreign director (who retains overall strategic direction) is a common and effective structure. In this arrangement, the two directors typically have different defined responsibilities: the local director handles Lithuanian regulatory, banking, and administrative matters; the foreign director makes strategic decisions and manages the international operations. The authority allocation is defined in the articles of association or in a board decision. We advise on the correct governance structure for multi-director arrangements as part of the director service agreement design.

Ready to appoint a local director?

Contact us to discuss your company’s situation, the specific activities you need a director for, and the expected level of involvement. We will design the scope framework, prepare the director service agreement, and have the director appointed within 3–5 business days of instruction.