Legal Services for Foreign Investors in Lithuania

The legal foundation of the foreign investor's Lithuanian presence is laid at the moment of incorporation — and the decisions made then determine the structure of every subsequent legal document. We advise on the optimal legal structure for each investor's specific situation and manage the full incorporation process, including remote registration by power of attorney for investors who cannot travel to Lithuania.

• Investment structure advisory — entity type, ownership chain, holding versus operating structure, and governance design
• Company registration — UAB registration with the Centre of Registers; articles of association; share register; management appointments
• Remote registration by power of attorney — notarised and apostilled PoA prepared for signature in the investor's country; we manage registration in Lithuania
• Articles of association — standard or bespoke; aligned with the investment structure and shareholder arrangements
• Share capital structure — ordinary shares, preference shares, and weighted voting rights where the structure requires it
• Virtual office and registered address — providing a legal registered address in Vilnius where the investor does not have physical premises
• Bank account opening support — preparing documentation and liaising with Lithuanian banks for account opening
• Post-registration filings — JAR registration confirmations and initial statutory filings

A shareholders' agreement is critical whenever a Lithuanian entity has more than one shareholder — and often advisable even with a sole foreign shareholder where future co-investment is anticipated. For foreign investors entering Lithuania with local partners, or foreign co-investors with different home countries, the shareholders' agreement defines the governance framework, the economic rights, and the exit mechanisms that the articles of association do not cover in sufficient detail.

• International shareholders' agreement — governing co-investment between foreign and local shareholders, or between shareholders from different countries
• Reserved matters — decisions requiring unanimous or supermajority shareholder approval; protecting minority investor rights
• Board composition and appointment rights — each shareholder's right to appoint directors; casting vote provisions
• Dividend policy — basis for dividend declarations; minimum distribution requirements; reserves policy
• Transfer restrictions — pre-emption rights, tag-along, drag-along, and right of first refusal provisions
• Non-compete obligations — post-exit restrictions on departing shareholders; duration and scope calibrated to Lithuanian law enforceability
• Deadlock provisions — mechanisms for resolving shareholder disputes where neither party has a controlling majority
• Exit provisions — IPO, trade sale, put and call options, and compulsory transfer mechanisms

Every commercial transaction between the Lithuanian entity and a related party must be documented in a written agreement at arm's length. The three most common intercompany agreements for foreign-owned Lithuanian entities are the management services agreement (parent charges a fee for group services provided to the Lithuanian subsidiary), the intercompany loan agreement (parent or group finance company lends to the Lithuanian entity), and the IP licence agreement (a related entity owns IP that the Lithuanian entity uses commercially). Each carries legal, accounting, and tax consequences that must be aligned.

• Management services agreement — documenting the group services provided by the parent to the Lithuanian entity; service scope; pricing basis; payment terms
• Intercompany loan agreement — loan amount, interest rate (at arm's length), repayment terms, and security (if any); Lithuanian thin capitalisation and earnings-stripping rules considered
• IP licence agreement — licensing IP from a related entity to the Lithuanian entity; royalty rate; usage scope; sub-licence rights; termination
• Shared services agreement — where the Lithuanian entity provides services back to the group; scope; pricing; liability
• Distribution agreement — where the Lithuanian entity acts as distributor for the parent's products or services in the EU market
• Cost sharing agreement — for R&D or other cost pools shared across group entities; allocation methodology; Lithuanian tax treatment
• Annual agreement review — ensuring intercompany agreements remain aligned with actual transactions and transfer pricing documentation as the group evolves

A Lithuanian UAB has ongoing corporate governance obligations — shareholder meetings, board resolutions, JAR filings, and annual confirmations — that must be fulfilled correctly to maintain the company in good standing. For a foreign investor who is not physically based in Lithuania, these obligations require a practical framework that functions remotely. We provide ongoing corporate governance support, including the preparation of all required resolutions, filings, and confirmations.

• Power of attorney — preparing and apostilling a PoA authorising a Lithuanian representative to act on the investor's behalf for company matters
• Annual shareholder meeting materials — agenda, resolutions approving the annual financial statements and dividend declaration
• Board resolutions — for day-to-day decisions requiring formal board approval under the articles of association
• Director appointment and removal — filing changes in management with the Centre of Registers (JAR)
• Share transfer documentation — share purchase agreements, transfer deeds, and JAR register updates for changes in ownership
• Dividend declaration documentation — shareholder resolution declaring the dividend; withholding tax calculation; payment documentation
• JAR annual confirmation — annual confirmation of the company's details with the Centre of Registers
• Registered address maintenance — maintaining a valid Lithuanian registered address for the company
• Document legalisation — apostille and notarisation coordination for documents required in Lithuania or abroad

A Lithuanian entity owned by a foreign investor will typically enter contracts with both Lithuanian parties and parties from other countries — suppliers, clients, partners, and service providers across multiple jurisdictions. Cross-border contracts raise questions about which law governs the agreement, which courts or arbitration forum has jurisdiction, how currency and payment terms are structured, and how the contract interacts with import/export and customs obligations. We draft and review cross-border commercial contracts from a Lithuanian law perspective, advising on the cross-border dimensions that domestic Lithuanian lawyers may not routinely encounter.

• Supply and purchase agreements — for goods sourced from non-EU suppliers or sold to non-EU customers
• Distribution and agency agreements — EU distribution law applies to exclusive distributors and commercial agents; specific rules on termination compensation
• Service agreements with non-Lithuanian counterparties — governing law, jurisdiction, and the applicable regulatory framework
• Technology and software licence agreements — cross-border IP licences; withholding tax on royalty payments
• Joint venture agreements — for co-investment structures in Lithuania with domestic or foreign co-venturers
• Framework agreements — master commercial agreements with multiple country-specific supplements
• Commercial arbitration clauses — recommending appropriate arbitration forums (ICC, VIAC, SCC) for cross-border commercial disputes
• Force majeure and governing law review — reviewing existing contracts for cross-border adequacy

Foreign investors exit Lithuanian investments through share sales, mergers, demergers, or liquidation. Each exit route has distinct legal, tax, and timing implications. A share sale requires negotiating and documenting the transaction; a merger or demerger requires a formal legal process under the Lithuanian Law on Companies; a liquidation requires a statutory winding-up procedure. We advise on the most appropriate exit route for each investor's situation and manage the legal process through to completion.

• Share sale — sale purchase agreement, representations and warranties, conditions precedent, completion mechanics
• Share valuation advisory — advising on valuation methodologies for Lithuanian company shares in the absence of a market price
• Cross-border share transfer — tax implications in both Lithuania and the investor's home country; treaty interaction
• Merger and demerger — statutory merger/demerger process under the Lithuanian Law on Companies; regulatory notification
• Voluntary liquidation — shareholder resolution, liquidator appointment, creditor notification, asset distribution, and deregistration
• Restructuring — changing the company's structure (converting a subsidiary to a branch, adding holding layers, separating business units)
• Pre-sale legal due diligence — identifying and remediating legal issues before a sale process begins
• M&A support — representing the investor in negotiations; reviewing transaction documents from the investor's perspective