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.
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 director is appointed by the competent corporate body in accordance with the Lithuanian Law on Companies and the company’s articles of association. Where a management board exists, it generally appoints and removes the company director. If there is no management board but a supervisory board exists, that body exercises the relevant authority. Otherwise, the general meeting of shareholders or sole shareholder appoints the director. The appointment process includes the appropriate corporate decision, a mandatory employment contract where the director performs remunerated duties, registration of the director’s details with JAR and updates to banking authorisations where required. JADIS and JANGIS information must be updated only where a reportable change in participants or beneficial ownership has occurred.
Document Signing Within Defined Scope
The appointed company director represents the Lithuanian UAB within the powers conferred by law, its articles of association and the applicable corporate governance arrangements. Internal agreements may establish approval thresholds, reporting obligations and procedures for obtaining shareholder or management board instructions. However, contractual limitations do not automatically restrict the director’s statutory authority in dealings with third parties or eliminate the director’s independent legal duties. The enforceability of restrictions against third parties depends on the applicable Lithuanian corporate and civil law rules.
- 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 — maintaining accurate corporate information in the Register of Legal Entities (JAR), submitting shareholder or member information to JADIS and beneficial ownership information to JANGIS, and filing updates when legally required. Lithuanian law does not impose a universal annual confirmation requirement for all JAR and JADIS records.
- 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
- JADIS and JANGIS verification — reviewing the company’s participant information in JADIS and ultimate beneficial ownership information in JANGIS. Appointment of a local director does not automatically make that person the company’s ultimate beneficial owner. A director or other senior managing official may be identified under the applicable fallback beneficial ownership rules only after the required measures to identify the natural persons who ultimately own or control the company have been taken and the statutory conditions for applying the fallback approach are satisfied.
- 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. Under Article 101(1) of the Lithuanian Labour Code, a remunerated director of a Lithuanian private limited liability company (UAB) must generally be engaged under an employment contract (darbo sutartis). A civil service agreement does not replace the mandatory employment contract merely because the director is appointed through a professional director services provider. Different rules apply to directors of Small Partnerships (MB) and individual enterprises, as well as to members of collegial management or supervisory bodies. Any separate agreement with a director services provider must comply with the mandatory employment and corporate governance requirements applicable to the appointed director. We advise on the correct contractual structure at the engagement design stage.
Liability and indemnification
Under Lithuanian law, a company director may incur personal civil liability for damage caused by a breach of statutory duties, including duties of care, loyalty and avoidance of conflicts of interest under Article 2.87 of the Lithuanian Civil Code. Liability is not limited exclusively to wilful misconduct or gross negligence. The applicable standard depends on the nature of the conduct and the relevant legal rules. A director cannot automatically avoid liability by demonstrating that a decision was instructed or approved by a shareholder. Contractual indemnification arrangements may allocate certain financial risks between the parties but cannot exclude mandatory statutory duties, eliminate liability to third parties or prevent liability where prohibited by law.
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.
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, Lithuanian Transport Safety Administration (LTSA), and other competent authorities, as applicable) | ✓ — 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 |
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 services arrangement may establish internal decision-making procedures, approval limits, reporting duties and contractual indemnification provisions. However, these arrangements do not override the mandatory statutory responsibilities of the appointed company director. A director remains responsible for performing their own duties with appropriate care and loyalty, exercising independent judgment where required and ensuring compliance with applicable law. Shareholder instructions or internal contractual limitations do not automatically protect the director from liability for unlawful conduct, omissions or breaches of statutory duties. 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 |
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. Routine administrative services included in the base monthly retainer cover standard correspondence, review of corporate registration information and preparation of required updates to JAR, JADIS and JANGIS where applicable. Lithuanian companies are not generally required to submit separate annual JAR or JADIS confirmations solely because a new calendar year has begun. Additional appointments and activities outside the base scope are charged at the rates above.
