{"id":8740,"date":"2022-03-18T09:44:31","date_gmt":"2022-03-18T07:44:31","guid":{"rendered":"https:\/\/tet.lt\/?p=8740"},"modified":"2026-10-09T15:54:20","modified_gmt":"2026-10-09T12:54:20","slug":"transfer-of-a-lithuanian-company-to-a-new-owner","status":"publish","type":"post","link":"https:\/\/tet.lt\/lt\/blog\/transfer-of-a-lithuanian-company-to-a-new-owner\/","title":{"rendered":"Lietuvos \u012fmon\u0117s perdavimas naujam savininkui"},"content":{"rendered":"
The transfer of ownership of a Lithuanian company may be carried out through the sale, gift or inheritance of shares, while the transfer of a business or its assets is a legally distinct transaction. In a share transfer, the company remains the same legal entity and generally retains its assets, liabilities, contracts and employees. In an asset or business transfer, specific assets, rights and obligations may be transferred to another legal entity, subject to applicable contractual, employment, tax and regulatory requirements. A change of shareholders does not automatically result in a change of company management.<\/p>\n
If your Lithuanian company is at the stage where the transition to a new ownership is on the horizon, you may wish to explore and evaluate all the possible ways of a company transfer. Among many other factors, such aspects as continuity of employment relationship, provision of social guarantees for employees and application of government support forms for business continuity should be considered.<\/p>\n
In order to accurately assess any possible legal consequences for the participants of the transfer, it\u2019s essential to have an understanding of the legal methods of business transfer as well as properly prepare for the process management.<\/p>\n
A dedicated Company in Lithuania UAB<\/strong> team will assist in transferring your Lithuanian company to a new owner or in preparing required documents. Following a transfer of shares in a Lithuanian private limited liability company (UAB), the company must update its shareholder records and submit the required shareholder information to JADIS within the applicable statutory deadline, generally five days after receipt of the documents supporting the changes. Where ultimate beneficial ownership changes, the relevant information must also be updated in JANGIS. Changes to the director, registered office, company name or other information maintained in the Register of Legal Entities (JAR) require separate corporate decisions and registration procedures where applicable. A transfer of shares does not automatically require changes to the company’s name, management, registered office or contact details.<\/p>\n The ownership of a Lithuanian company may change through several legally recognised mechanisms, including share purchase agreements, share donations, inheritance, corporate reorganisations and transfers resulting from judicial or other legally binding decisions. A lease of company assets does not ordinarily constitute a transfer of company ownership. Similarly, an administrative decision transferring the provision of a public service does not automatically transfer the shares or ownership of the service provider. The applicable legal procedure depends on whether the transaction involves shares, a business undertaking, individual assets or succession rights.<\/p>\n Whichever model you may have to apply, a dedicated and highly experienced Company in Lithuania UAB team will step in to guide you through this complex process by offering legal and administrative support in changing ownership of your business in Lithuania. We\u2019ll be glad to arrange certified document translations, notary public services and other necessary steps inherent to a company transfer.<\/p>\n The transfer of shares by way of gift is subject to the applicable provisions of the Lithuanian Civil Code and the Law on Companies. Notarial certification may be required depending on the value of the gift, the parties involved and the applicable statutory requirements. Under Article 6.469 of the Lithuanian Civil Code, a gift agreement involving property valued at more than EUR 14,500 generally requires notarial certification. The statutory notarisation thresholds applicable specifically to share purchase agreements should not automatically be treated as identical to the rules governing gifts of shares. Notarisation is, however, obligatory for the purchase and sale agreements of shares of private limited companies (UAB) when 25% or more of the shares of the private limited company are sold, or the sale price is more than 14,500 EUR, except in cases when personal securities accounts of the shareholders have been transferred for management to a legal entity entitled to open and manage personal accounts of financial instruments. Also, the shares of a private limited company can be sold by concluding a privatisation transaction of shares owned by the state or municipality.<\/p>\n Lithuanian notaries may perform eligible notarial acts remotely through the e.Notaras system, subject to applicable legal requirements, identity verification and the notary’s assessment of the transaction. Remote notarisation generally requires an accepted electronic identification method and qualified electronic signature. Where remote notarisation is unavailable or unsuitable, the parties may complete the transaction through personal attendance or, where legally permitted, through authorised representatives acting under valid powers of attorney. Foreign shareholders are not automatically required to travel to Lithuania to complete a share transfer.<\/p>\n In addition to arranging notary services, the team of Company in Lithuania UAB<\/strong> also offers power of attorney services in case you prefer to give legal power to a representative to act and make these decisions on your behalf. Enquire about a power of attorney here<\/a><\/strong>.<\/p>\n In order for us to be able to arrange all the necessary documentation and meetings for your company\u2019s transfer in Lithuania, you should provide the following information:<\/p>\n Before booking an appointment with a notary, Company in Lithuania UAB<\/strong> will prepare the documents for the ownership transfer of your Lithuanian company. For this reason, you should send us all the above-mentioned information about your company via email at least 10 days prior to your planned visit to Lithuania.<\/p>\n A well-managed transfer of company\u2019s ownership is no less critical than business launch or development, as every of these stages holds a promise for growth in terms of generating revenue and either creating or saving jobs, which is why it\u2019s important to ensure the continuity of any viable business.<\/p>\n After all, successful business transfer implementations contribute to a country’s economic sustainability. This is why company\u2019s ownership transfers continue to attract more attention from the policymakers who are looking to simplify, standardise and clarify the procedures of transferring a business to a new owner.<\/p>\n Nevertheless, business transfer is a long process and therefore needs to be properly prepared for. Viable businesses may be forced to close due to the lack of owners\u2019 preparation for this stage. Company in Lithuania UAB team strongly recommends thorough examination of all the complexities of a business ownership transfer prior to starting the process.<\/p>\n The legal and tax implications of a Lithuanian company transfer depend on the transaction structure. In a share sale, ownership of the shares changes, but the company’s assets, contracts and liabilities generally remain with the same legal entity. The company’s machinery, vehicles, real estate and other property do not need to be transferred separately merely because its shareholders change. By contrast, an asset or business transfer may require individual conveyance documents, contractual assignments, creditor or counterparty consents, employee protection measures and separate registrations. The distinction between share transfers and asset transfers is essential for determining the applicable legal formalities, tax consequences and liability risks. The following aspects add layers of challenge to the process:<\/p>\n Indeed, business ownership transfer in Lithuania is a complex process, but you can always request dedicated support. We\u2019ll help you to evaluate local regulations and taxation applied to different models of business transfer, will assist in designing the most effective business ownership transfer plan, as well as help you to navigate through this complex process by offering various legal-support-related services depending on your individual and business needs. We guarantee confidentiality and operational excellence, including effective documentation dispatch schedules.\u00a0 Book an appointment with us now<\/a><\/strong>.<\/p>\nKey Steps to Consider for Changing Company\u2019s Ownership<\/h2>\n
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Importance of Thorough Preparation for a Company Transfer to a New Owner<\/h2>\n
Complexities of Company\u2019s Ownership Transfers<\/h2>\n
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