Increase of the Authorized Capital of a Lithuanian Company
The authorised share capital of a Lithuanian company represents the total nominal value of its issued shares, as specified in the company’s articles of association. Share capital may be formed through monetary or permitted non-monetary contributions and may subsequently be increased in accordance with the Lithuanian Law on Companies. Authorised share capital should be distinguished from the company’s total assets and shareholders’ equity. As of now, the minimum amount of authorized capital established by the law of Lithuania for a UAB (Uzdaroji Akcine Bendrove) is 1,000 euros.
When establishing a Lithuanian UAB, the founders must arrange the required initial share capital contributions through an accumulation account opened with an eligible financial institution. The account does not necessarily have to be opened with a Lithuanian commercial bank. The minimum authorised share capital of a UAB is EUR 1,000. Share capital is divided into shares with nominal values and ownership rights determined in accordance with the company’s articles of association and the Lithuanian Law on Companies.
The increase of the authorized capital of a UAB can be carried out in the following ways:
- By additional contributions of shareholders when issuing new shares of the company;
- From the retained earnings of the company by issuing additional shares, which are distributed among the shareholders in proportion to the ownership shares
Documents necessary to increase the authorized capital of a Lithuanian company:
- Extract of the company from the Registrų centras
- Company Charter
- If the authorized capital of a UAB is increased by additional monetary contributions, a document is required confirming that the newly issued shares are paid for by a monetary contribution
- Where a UAB increases its authorised share capital from the company’s own funds, the required financial statements depend on the timing of the capital increase. If the decision is adopted within six months after the end of the financial year, the company may rely on its annual financial statements. If the decision is adopted later, interim financial statements prepared no earlier than three months before the decision are required. The increase must also comply with the restrictions governing the use of retained earnings and reserves under the Lithuanian Law on Companies.
Under Article 49 of the Lithuanian Law on Companies, authorised share capital may be increased by issuing new shares or increasing the nominal value of existing shares. The decision is generally adopted by the general meeting of shareholders. Since 1 July 2026, shareholders may also authorise the management board or, where no management board exists, the company director to decide on capital increases for a period of up to five years, subject to statutory conditions. Share capital may be increased through additional contributions or eligible company funds, including retained earnings, share premiums and permitted reserves. The increase becomes legally effective only after the amended articles of association are registered in the Register of Legal Entities (JAR).
Increasing the authorised share capital of a Lithuanian company requires compliance with the applicable corporate, registration and accounting requirements. Legal and accounting assistance is recommended to ensure that shareholder decisions, share subscription arrangements, capital contributions, financial statements and registration documents are properly prepared. However, Lithuanian law does not universally require the mandatory participation of both a lawyer and an accountant in every share capital increase procedure.
The procedure for increasing the authorised share capital of a Lithuanian UAB generally involves the following stages:
- Adopt a decision to increase the authorised share capital through the competent corporate body, in accordance with Article 49 of the Lithuanian Law on Companies. Where applicable, shareholders’ statutory pre-emption rights must be respected.
- Submit the document confirming the capital increase decision to the Register of Legal Entities (JAR) within 10 days after its adoption.
- Prepare the required share subscription agreements and arrange the monetary or permitted non-monetary contributions. The company must comply with the applicable subscription and payment requirements.
- Prepare and approve the amended articles of association reflecting the new authorised share capital, number of shares and their nominal value. The amended articles must be submitted to JAR within six months after the capital increase decision, unless a specific statutory exception applies.
- Complete registration of the amended articles with the Centre of Registers. The share capital increase becomes legally effective upon registration. The company must subsequently update its shareholder records, submit the required information to JADIS and update beneficial ownership information in JANGIS where applicable.
The procedure may be completed remotely where the applicable electronic identification, signature, representation and registration requirements are satisfied.
| Service | Price |
|---|---|
| Procedure for increasing the authorized capital | 3,000 EUR * |
* The cost includes all fees of the Registration Center of Lithuania.
* The procedure for increasing the authorized capital can be carried out in a completely remote mode
