Shareholder Services for Lithuanian Companies

AT A GLANCE

Shareholder services provide the corporate governance administration that a Lithuanian company needs throughout its life — annual meetings, shareholder register maintenance, dividend declarations, share transfers, and the compliance filings that keep the company in good standing.
For foreign shareholders managing their Lithuanian company from abroad, shareholder services ensure that Lithuanian corporate governance obligations are met without requiring travel to Lithuania for routine matters.
The annual general meeting cycle — approving financial statements, deciding on profit distribution, and confirming the company’s governance — is the most important recurring obligation; it must be completed within 4 months of the financial year end.
Dividends from a Lithuanian company require a shareholder resolution before they can be paid; withholding tax must be correctly calculated and deducted; and the distribution must be documented for VMI and the accounting records.
We provide shareholder services as a standalone engagement or as part of the corporate services package — handling the full annual governance cycle, share register maintenance, and all shareholder-level decisions.

Short answer

Shareholder services cover the administrative and governance functions that belong to the shareholder level of a Lithuanian company — as distinct from the director level. These include: preparing and managing the annual general meeting, maintaining the share register, administering dividend distributions with correct withholding tax treatment, managing share transfers, preparing power of attorney documents for foreign shareholders, and providing the corporate secretary function that ensures Lithuanian corporate governance obligations are met throughout the year. All services are available in English, with Lithuanian versions where required.

What Shareholder Services Cover

Lithuanian company law creates a clear hierarchy between the shareholder level and the director level of a company. Shareholders own the company and make the fundamental decisions about its direction, capital, and governance. Directors manage the company’s operations within the framework the shareholders set. Shareholder services are the administrative infrastructure that allows the shareholder level of the company to function correctly under Lithuanian law.

Why foreign shareholders need dedicated support

A Lithuanian shareholder based in Vilnius can attend a shareholder meeting in person, sign a document at the notary the same afternoon, and respond to a corporate governance question the same day. A foreign shareholder based in London, Dubai, or Tel Aviv operates in a different time zone, cannot attend in person without travel, and may be unfamiliar with the specific procedural requirements of Lithuanian company law. Shareholder services bridge this gap — providing the procedural knowledge, the document preparation, and the practical execution capacity that makes Lithuanian corporate governance work for remote shareholders.

The annual obligation cycle

Every Lithuanian UAB has a recurring annual obligation cycle at the shareholder level. The most important elements are:

Annual general meeting — held within 4 months of the financial year end (i.e., by 30 April for a December year-end); approves the annual financial statements and decides on profit distribution
Financial statements approval — the shareholder resolution approving the annual accounts prepared by the accountant is a legal prerequisite for filing the statements with the Centre of Registers
JAR annual data confirmation — confirming that the company’s registered data is current; managed by the director but requiring shareholder awareness of the content
JADIS annual confirmation — confirming that beneficial ownership data is accurate; a shareholder-level obligation with director execution
Profit distribution decision — whether to declare a dividend, retain profits, or transfer profits to reserves; a shareholder decision with accounting and tax consequences

 The 4-month deadline for the AGM

Under the Lithuanian Law on Companies, the annual general meeting must be held within 4 months of the end of the financial year. For the standard January–December financial year, this means the AGM must be held by 30 April. The AGM must approve the annual financial statements before they can be filed with the Centre of Registers (the filing deadline is the same 4-month window). Missing this deadline means the company is technically in breach of the Law on Companies. We initiate the AGM process in March each year for all shareholder services clients, ensuring the April deadline is comfortably met.

Shareholder Services We Provide

Annual General Meeting Management

The AGM is the most important recurring corporate event for a Lithuanian company — the moment when the shareholders formally approve the past year’s performance and set the direction for the next. For a UAB, the AGM can be held as a written resolution rather than a physical meeting in most cases, which makes it straightforward to manage for remote foreign shareholders.

AGM preparation — confirming the agenda items required under the Law on Companies and any additional matters specific to the company
Shareholder meeting notice — preparing and issuing the statutory notice (or confirming it is waived where all shareholders agree to proceed without notice)
AGM materials — financial statements pack, draft resolutions for each agenda item, and explanatory notes in English
Written resolution alternative — for UABs where all shareholders participate, preparing the written resolution that replaces a physical meeting; signed by all shareholders electronically or by original
AGM minutes — formal minutes of the meeting (or written resolution record) in the statutory format; English and Lithuanian versions
Financial statements approval resolution — the specific shareholder resolution approving the annual accounts; required before they can be filed
Dividend resolution — if profit distribution is decided, the specific resolution declaring the dividend amount and payment date
Post-AGM filings — filing the approved annual financial statements with the Centre of Registers

Share Register Maintenance

The share register is the company’s internal record of all shareholders and their holdings. It must be kept accurate and up to date at all times — it is the authoritative record of who owns the company. The share register is separate from the JAR public record but must be consistent with it. For UABs, the share register is maintained internally by the company and is not publicly accessible, unlike the JAR shareholder data.

Maintaining the share register in the format required by the Law on Companies
Updating the share register on every share transfer — effective from the date of the transfer deed
Recording share capital changes — new share issuances, capital reductions, and conversions
Shareholder notification — confirming shareholding details to shareholders on request
Share register reconciliation — confirming that the internal share register is consistent with the JAR public register on an annual basis
Providing share register extracts — certified copies for use in bank account applications, due diligence, and regulatory submissions

Dividend Administration

Paying a dividend from a Lithuanian company is not simply a bank transfer — it requires a shareholder resolution, a withholding tax calculation, a VMI notification where applicable, and correct accounting entries. For foreign shareholders, the applicable treaty rate must be confirmed and the residency documentation obtained before the distribution is made.

Dividend declaration resolution — shareholder resolution specifying the dividend per share, the total distribution amount, and the payment date
Withholding tax calculation — applying the standard Lithuanian rate (15%) or the applicable double taxation treaty rate for the specific shareholder
Treaty rate documentation — confirming the residency certificate and other documentation required to apply a reduced treaty rate
VMI notification — filing the required notification with VMI for each dividend distribution
Payment coordination — preparing the bank payment instruction; advising on the net amount after withholding
Accounting documentation — providing the entries for the accounting team to record the distribution correctly
Annual withholding tax reconciliation — the summary of all distributions and withholding during the year for inclusion in the annual CIT return

Share Transfer Administration

Share transfers in a Lithuanian UAB require documentation, notarisation (in most cases), JAR notification, and share register update. The complete share transfer process has multiple steps that must be completed in the correct sequence. We manage the complete process from instruction to completion.

Share purchase agreement — the contract for the sale and transfer of shares; standard or negotiated versions
Pre-emption right compliance — confirming that the articles’ pre-emption provisions have been followed before the transfer proceeds
Notarisation coordination — scheduling and preparing for the notarial certification of the share transfer (where required by the articles)
Share register update — updating the internal share register with effect from the date of the transfer deed
JAR notification — filing the change in shareholders with the Centre of Registers within 5 business days of the transfer
JADIS update — updating the beneficial ownership register if the transfer changes the UBO picture
Stamp duty advisory — advising on any applicable stamp duty on the share transfer consideration
Post-transfer documentation — confirming completion to both parties; providing updated share register extract

Power of Attorney and Representation

Foreign shareholders who cannot attend Lithuanian notary appointments, shareholder meetings, or authority meetings in person need a power of attorney authorising a Lithuanian representative to act on their behalf. We prepare PoA documents, coordinate their execution abroad, and act as the authorised representative in Lithuania.

General power of attorney — authorising a named Lithuanian representative for all company-related matters
Specific power of attorney — for a single defined act (attending a specific notary appointment, signing a specific document)
PoA drafting in English and Lithuanian — the document is prepared in both languages; the Lithuanian version is used in Lithuania
Apostille coordination — coordinating notarisation and apostille of the PoA in the shareholder’s country
Acting as PoA holder — our representative attends notarial appointments and official meetings as the foreign shareholder’s authorised representative
PoA revocation — managing the formal revocation of a PoA when it is no longer needed

Corporate Secretary Function

The corporate secretary function provides the ongoing administrative infrastructure that keeps a company’s governance in good order throughout the year — not just at the annual meeting. For foreign-owned Lithuanian companies, the corporate secretary ensures that the company never misses a statutory deadline, that all decisions are correctly documented, and that the share register and JAR data are always consistent.

Calendar of statutory deadlines — tracking all annual governance obligations and initiating each process in advance
Decision documentation — preparing resolutions and minutes for all shareholder and board-level decisions throughout the year
Correspondence management — drafting and filing corporate correspondence with JAR, VMI, and other authorities
Governance compliance monitoring — identifying changes in Lithuanian company law that affect the company’s governance obligations
Annual compliance report — a written summary of all governance activities completed during the year and the upcoming obligations for the next year
Liaison with the accounting and legal team — ensuring that shareholder decisions are correctly reflected in the accounting records and legal documentation

The Annual Governance Calendar for a Lithuanian UAB

The table below maps the recurring annual governance obligations for a Lithuanian UAB with a December financial year end — the most common year-end. Obligations with a fixed statutory deadline are marked accordingly.

Month	Obligation	Who Acts	Statutory Deadline
January	JADIS annual confirmation	Director (on shareholder instruction)	Annual — no fixed date but Q1 typically
January	JAR annual data confirmation	Director	Annual — no fixed date but Q1 typically
January–March	Annual financial statements prepared by accountant	Accountant	Before AGM
March–April	AGM notice issued to shareholders	Director (on shareholder instruction)	At least 21 days before AGM for AB; UAB can waive
By 30 April	Annual general meeting — approve accounts + decide profit distribution	Shareholders	30 April for December year-end (4 months)
By 30 April	Annual financial statements filed with Centre of Registers	Director + Accountant	30 April for December year-end
April–May	Dividend payment (if declared at AGM)	Director + Accountant	As specified in the dividend resolution
April–May	VMI withholding tax notification for dividends	Accountant	Within 15 days of payment
Throughout year	Share transfers — JAR notification within 5 days	Director	Within 5 business days of transfer
Throughout year	JADIS update on ownership changes — within 5 days	Director	Within 5 business days of change
Throughout year	Director changes — JAR notification within 5 days	Director	Within 5 business days of change
October–December	AGM for companies with non-December year-end; renewal planning	Shareholders + Director	Varies by year-end date

Dividends: From Declaration to Payment

The dividend process is one of the most commercially important shareholder-level activities for foreign-owned companies — it is the mechanism through which the company’s profits reach the foreign investor. The process has several steps that must be followed in order, and the tax treatment must be correct before any payment is made.

Step 1 — Confirming distributable profit

Before a dividend can be declared, the company must confirm that it has distributable profit available. Under the Lithuanian Law on Companies, dividends can only be paid out of the company’s accumulated profit — the retained earnings shown in the annual financial statements. If the dividend would reduce the company’s net assets below the registered share capital, the distribution is not permitted. The accountant confirms the maximum distributable amount before the shareholder resolution is prepared.

Step 2 — Shareholder resolution declaring the dividend

The dividend is declared by shareholder resolution — specifying the total dividend amount (or the dividend per share), the payment date, and the payment method. For a UAB with foreign shareholders, the resolution is typically prepared as a written resolution that can be signed electronically. The resolution must be dated and signed before any payment is initiated. We prepare the resolution and manage the signature process.

Step 3 — Withholding tax calculation and documentation

Before the dividend is paid, the correct withholding tax must be calculated. The standard Lithuanian withholding tax rate on dividends paid to non-resident shareholders is 15%. Reduced rates are available under Lithuania’s double taxation treaties — typically 5–10% for corporate shareholders and 10% for individual shareholders, subject to the specific treaty conditions. To apply a reduced treaty rate, a tax residency certificate from the shareholder’s country must be obtained and submitted to VMI. We confirm the applicable rate and coordinate the residency certificate process before any payment is made.

Step 4 — VMI notification and payment

A VMI notification of the withholding tax deducted must be filed within 15 days of the dividend payment. The company pays the net dividend (after withholding) to the shareholder and remits the withholding tax to VMI by the 15th of the following month. We prepare the VMI notification and advise the accountant of the exact amounts for the bank payment instructions.

Shareholder Type	Standard Rate	Treaty Rate (typical)	Documentation Required
Individual — EU resident	15%	10%	Tax residency certificate; holding period confirmation
Individual — UK resident	15%	10%	UK HMRC residency certificate
Individual — UAE resident	15%	5%	UAE tax residency certificate (if applicable)
Corporate — EU parent (PSD)	15%	0%	10%+ holding for 24 months; Parent-Subsidiary Directive conditions
Corporate — non-EU parent	15%	5–15%	Tax residency certificate; minimum holding % per treaty
Lithuanian resident individual	15%	N/A — domestic rate applies	No certificate needed

Written Resolutions: How Foreign Shareholders Make Decisions

For most Lithuanian UABs with foreign shareholders, written resolutions — rather than physical meetings — are the standard and most practical way to make shareholder decisions. Lithuanian company law (Article 34 of the Law on Companies) permits UABs to pass all shareholder decisions by written resolution without holding a physical meeting, provided all shareholders participate in the resolution process.

What can be decided by written resolution

All standard shareholder decisions can be made by written resolution in a UAB: approving the annual financial statements, declaring a dividend, appointing and removing directors, amending the articles of association (subject to notarisation of the resulting amendment), approving major transactions, and all other matters reserved to shareholders under the articles and the Law on Companies. The only exception is where the articles of association specifically require a physical meeting for certain decisions — we review the articles when assessing the appropriate process for each decision.

The written resolution process

We prepare the written resolution document — covering the agenda item, the proposed resolution text, and the signature blocks. The document is sent to all shareholders for signature. All shareholders must sign for the resolution to be valid. Signatures can be made by: handwritten wet ink signature on a printed document; qualified electronic signature (QES) recognised under eIDAS; or — in some cases — advanced electronic signature where the parties agree. We recommend QES for all written resolutions to ensure they meet the highest evidentiary standard. The signed resolution is retained in the company’s records.

Notice periods — waiving the requirement

For a physical AGM, the Law on Companies requires at least 21 days’ notice to shareholders (for ABs — for UABs the minimum period is shorter or can be waived). For written resolutions, the notice requirement can typically be waived where all shareholders agree to proceed without prior notice — which is standard practice for UABs where the foreign shareholder is engaged in the governance process. We include a notice waiver in our written resolution templates as standard.

Shareholder Services Pricing

All shareholder services are priced at fixed fees. The annual corporate secretary retainer covers the full recurring governance cycle — the most cost-efficient option for companies that want the complete shareholder governance function managed professionally.

Service	Price
Annual general meeting — full package Notice, agenda, financial statements approval resolution, profit distribution decision, minutes — English + Lithuanian	€900
Written shareholder resolution (standard) Single-agenda resolution — dividend declaration, director appointment, articles amendment instruction, etc.	€350
Extraordinary shareholder meeting (physical or written) Multi-agenda meeting outside the annual cycle; full package including notice, materials, and minutes	€600
Sole shareholder decision Written decision by a single-shareholder company on any matter	€300
Share register maintenance — annual Keeping the share register current; annual reconciliation with JAR; extracts on request	€550/year
Certified share register extract Certified copy of current share register for bank, due diligence, or regulatory use	€800
Dividend declaration package Declaration resolution, withholding tax calculation, treaty rate confirmation, VMI notification, payment instructions	€600
Double taxation treaty rate application Residency certificate coordination, VMI submission, reduced rate confirmation for a single shareholder/distribution type	€550
Annual WHT reconciliation summary Annual summary of all distributions and withholding for inclusion in the CIT return	€520
Share transfer — standard (SPA + deed + JAR + JADIS) Full share transfer process from instruction to JAR and JADIS update	€850
Share transfer — complex (warranties, conditions, earn-out) Full SPA with representations and conditions; quoted individually for very complex transactions	€1,800
Pre-emption right process management Managing the pre-emption notification, response period, and waiver documentation	€600
Power of attorney — general English + Lithuanian; apostille coordination in shareholder’s country; broad corporate authority	€750
Power of attorney — specific Single-purpose PoA for a defined act; per PoA	€600
Corporate secretary — annual retainer Full annual governance cycle: AGM, JADIS confirmation, JAR confirmation, share register, all decisions — unlimited resolutions	From €600/year
Corporate secretary — monthly retainer Ongoing governance support; all decisions, filings, and shareholder administration throughout the year	From €80/month

 Corporate secretary annual retainer — what is included

The €600/year corporate secretary retainer covers the complete annual governance cycle for a standard Lithuanian UAB: the AGM package, unlimited written resolutions during the year, JADIS and JAR annual confirmations, share register maintenance, one dividend declaration package, and the annual compliance report. Additional services (complex share transfers, treaty rate documentation, PoA preparation) are available at the fixed fees above. This retainer is the most cost-efficient option for foreign-owned companies that want all shareholder-level governance managed without ad hoc engagement fees.

Frequently Asked Questions

For a UAB (the most common company type), no — the AGM can be held as a written resolution rather than a physical meeting, provided all shareholders participate. This is the standard format for foreign-owned Lithuanian UABs where shareholders are not based in Lithuania. Written resolutions are legally equivalent to physical meeting resolutions and produce the same legal effect. The written resolution must be signed by all shareholders — physically or by qualified electronic signature. For an AB (public company), the rules are more demanding and a physical or formal electronic meeting may be required; ABs are much less common than UABs for foreign-owned businesses.

No. Under the Lithuanian Law on Companies, a dividend can only be declared after the company’s annual financial statements for the relevant period have been approved by the shareholders. The approved accounts are the document that establishes the available distributable profit. A dividend declared before the accounts are approved is technically void. In practice, the AGM approval of accounts and the dividend declaration happen simultaneously in the same written resolution — we prepare both in the same document so there is no timing gap.

A pre-emption right (pirmenybės teisė) is the right of existing shareholders to purchase newly offered shares before they are sold to a third party. In most Lithuanian UABs, the articles of association include a pre-emption provision requiring that any shareholder wishing to sell their shares must first offer those shares to the other shareholders at the same price and terms as offered to the third party. Other shareholders typically have 30 days to exercise the right. Only if the shares are not taken up by existing shareholders within that period can they be sold to the third party. We manage the pre-emption notification process and document the outcome (exercise or waiver) as part of every share transfer engagement.

Yes — a 50/50 shareholder structure creates the possibility of deadlock where shareholders disagree on a decision requiring shareholder approval. The risk of deadlock is the most common reason to include a deadlock resolution mechanism in the shareholders’ agreement at the outset: provisions such as a casting vote for the chairman, a mediation period, a buy-sell mechanism (Russian roulette or shotgun clause), or a defined put/call option. Without such provisions, a deadlock in a 50/50 structure can only be resolved through negotiation or court proceedings — both slow and expensive. We advise on deadlock prevention provisions when drafting shareholders’ agreements for equal-split ownership structures.

Dividends from a Lithuanian company are declared in euros. When paying to a foreign shareholder who wishes to receive the dividend in a different currency (USD, GBP, AED, etc.), the euro amount is transferred to the shareholder’s foreign currency account and the bank’s exchange rate applies at the time of transfer. Alternatively, the shareholder can instruct their bank to convert on receipt. The withholding tax is always calculated in euros on the declared euro amount, regardless of the currency in which the net dividend is ultimately received. We advise on the payment mechanics and coordinate the bank transfer instructions.

If the annual general meeting is not held within 4 months of the financial year end — i.e., by 30 April for a December year-end — the company is technically in breach of the Law on Companies. The consequences include: failure to file the annual financial statements by the Centre of Registers’ deadline (which results in a JAR non-compliance flag and administrative fines); and potential shareholder or director liability for the missed obligation. In practice, JAR and VMI are more focused on companies that are habitually non-compliant than on one-off late filings. However, a pattern of missed AGM deadlines affects the company’s standing in bank KYC reviews and due diligence. We contact all corporate secretary clients in March to initiate the AGM process with time to meet the April deadline.

Yes — the AGM decision on profit distribution is not required to be a dividend. The shareholders can decide to: pay a dividend (distribute all or part of the year’s profit); transfer the profit to retained earnings (retaining it in the company for future use or investment); transfer to a reserve fund; or a combination of these. Retaining profits in the company is often the right decision when the company needs capital for growth, when the tax treatment of retained vs. distributed profits favours retention, or when the double taxation position makes distribution less efficient. We advise on the most appropriate profit distribution decision for the specific shareholder’s tax position at the annual governance stage.

Ready to set up shareholder services for your Lithuanian company?

Contact us to discuss your company’s governance needs, shareholder structure, and the upcoming annual meeting cycle. We can begin the corporate secretary service immediately and will initiate the first AGM process within days of instruction. For companies whose AGM deadline is approaching, we offer an expedited preparation service.