Subsidiary/Branch Registration in Lithuania
A branch of a foreign company in Lithuania has the right to conduct commercial activities in Lithuania, to receive profits, pay taxes, receive VAT number, hire personnel, do customs operations, but at the same time it is not a separate legal entity. The activity of a foreign subsidiary is organized and carried out by an authorized person of a foreign company, who acquires the right to represent a branch of a foreign company in relations with third parties only after registration of a branch in the Register of Lithuanian Enterprises. The foreign company is responsible for all its assets under the obligations of the subsidiary.
A subsidiary company in Lithuania is a legal entity owned/controlled by the parent company. In this case, the structure of the company, accounting and management system takes place in accordance with the legislation of the country in which the subsidiary is registered. The duty and responsibility of officers (board member) shall be governed by the law of the State in which the subsidiary is located.
Stages of opening a branch/subsidiary of a foreign company in Lithuania
The process of establishing a subsidiary company or a branch of a foreign company in Lithuania is much longer than the establishment of a company in Lithuania by an individual and takes about one month, as it is necessary to prepare and provide the constituent documents of the parent company, Translation into the Lithuanian language and subsequent legalization or certification of documents by Apostille, if this is stipulated by international treaties of Lithuania or legal acts of the European Union. The next stage is the appointment of the authorized person of the branch (director) and his employment as an employee of a Lithuanian company.
If the founder is a foreign legal entity, the following information must be submitted to the Lithuanian State Register:
- Registration certificate of the founder, the charter of the parent company;
- Data of the founder (company name, registration code, address, director or management bodies: name, surname, personal code, address of the declared residence of the representative);
- Data of the director of the company (name, surname, identity code, address of residence);
- The name of the branch/subsidiary;
- Exact address of the branch (requires consent of the owner to provide premises to the branch)
- If the natural person of the address is the consent certified by a notary;
- If the owner of the legal entity address – the consent signed by the director and with a certified seal;
- Information on the activities of the branch.
In addition, you need to provide:
- Statement certifying that the founder is registered in a foreign state in the registration center of legal entities;
- Annual financial report of the parent company (in case of establishment of a branch)
- Company’s decision to open a branch certified by a notary (in case of establishment of a branch)
- The submission of documents to the Lithuanian State Authorities and their certification to a notary may be carried out by a power of attorney.