Company Formation in Lithuania: How to Register a UAB

UAB, MB or AB: Choosing the Lithuanian Legal Form

The usual choice for a foreign founder is the UAB (uždaroji akcinė bendrovė), the Lithuanian private limited liability company governed by the Law on Companies, the Akcinių bendrovių įstatymas. Individuals and companies of any nationality can hold all of its shares, and the shareholders answer for its debts only up to what they have to pay for their shares. Two other forms come up in practice: the small partnership (MB, mažoji bendrija), which needs no minimum capital but is open only to individuals, and the AB, the public company form.

Form	Who may own it	Statutory minimum capital	Usual fit
UAB	One or more individuals or companies, any nationality	EUR 1,000 authorised capital, paid in cash before registration	Trading companies, holding companies, subsidiaries of foreign groups
MB	Natural persons only, at most 10 members	None in the Law on Small Partnerships	One to ten individual founders who will never need a corporate shareholder
AB	Individuals or companies	EUR 25,000 authorised capital, plus a supervisory board or a board	Companies planning a public offer of shares

The MB is also a limited liability legal person, but because every member must be a natural person it can never admit a company, which rules it out for a foreign parent or a fund investor. The rest of this page deals with the UAB.

What the 2023 to 2026 Amendments Changed for the UAB

Many guides still repeat rules that no longer apply. Law No XIV-1540 lowered the minimum authorised capital of a UAB from EUR 2,500 to EUR 1,000 with effect from 1 May 2023, and it allowed the articles to switch off the other shareholders’ pre-emption right when shares are sold. The 2024 amendment, Law No XIV-2820, dealt mainly with sustainability reporting and liquidation.

The larger reform, Law No XV-386 adopted on 30 June 2025, came into force on 1 July 2026. It introduced redeemable shares, lets the general meeting delegate a capital increase to the board or, where there is none, to the manager, and allows five months instead of four after the year end for the annual general meeting, with the approved accounts due at the register within the same five months. Its change to Article 2(4) concerns the definition of a public offer of shares; the EUR 1,000 minimum capital for a UAB is unchanged. One more amending law, No XV-1045, takes effect on 1 November 2026, so check the consolidated text before relying on any detail of the Act after that date.

Requirements for Registering a UAB in Lithuania

Requirement	What Lithuanian law asks
Founders	One or more individuals or companies, with no residency or nationality condition. A single founder signs an act of establishment; two or more sign a founding agreement.
Manager (vadovas)	A compulsory single-person management body with no residency condition. A board and a supervisory board are optional for a UAB.
Registered office (buveinė)	An address in Lithuania.
Authorised capital	At least EUR 1,000. Initial contributions are paid in cash into the accumulative account; each founder pays at least a quarter of the nominal value of the shares subscribed plus any share premium, and full payment is due within the term set in the founding act, at most 12 months.
Articles (įstatai)	Signed by the founders. For a UAB the Registrų centras self-service system can generate them from the approved model articles.
Registry forms	Application JAR-1, form JAR-VO-V on the manager and form JAR-T, with a copy of the identity document of each foreign individual founder.
Contributions in kind	Possible only for the part paid after the initial cash contribution, and only after a valuation by an independent property valuer.

A UAB need not hold a constituent meeting if the founding act already names the members of the bodies the general meeting elects, usually just the manager. For a foreign individual founder the founding document also records the date of birth and the state that issued the identity document.

Opening a Company in Lithuania as a Non-Resident

Lithuanian law does not ask the shareholders or the manager of a UAB to live in Lithuania, so a founder abroad is an ordinary case, and a foreign owned company is treated like any other UAB. What differs is the route to the register. Since 2023 EU citizens can register a UAB electronically: they log in to the Registrų centras self-service system, sign with a qualified electronic signature and let the system generate the articles from the model articles.

A founder who is not an EU citizen, such as most founders from the United States, the United Kingdom or Asia, takes the notary route. A Lithuanian civil law notary checks the data in the application, the compliance of the articles with the law and the fact that the company can be registered, and then transmits the documents to the registry through the JAREP system.

Banking is the other non-resident question. SEB, for example, looks for a clear connection to Lithuania, such as customers, suppliers, an office or a warehouse in Lithuania, together with an ownership structure it can follow to every holder of 25% or more and a business model it understands. Our guide to bank accounts for Lithuanian companies covers each bank’s requirements.

How to Register a UAB in Lithuania, Step by Step

Step	What happens
1. Name	Optionally, the founders reserve a temporary name in the Register of Legal Entities with form JAR-5.
2. Founding documents	The articles and the act of establishment or founding agreement are drawn up, naming the manager, the capital, the number and nominal value of the shares and the payment terms.
3. Accumulative account	The articles entitle the founders to open the company’s accumulative account at a bank. SEB asks for the deed of establishment and a notarised authorisation of the person opening the account.
4. Capital	The founders pay their initial cash contributions, at least EUR 1,000 in total, into that account.
5. Filing	EU citizens file electronically in the self-service system; other founders file through a notary, who verifies the documents and sends them on.
6. Registration	The company exists from the day it is entered in the Register of Legal Entities and receives its company code (įmonės kodas).
7. JADIS	No later than 5 days after registration, the shareholder data from the founding act go to JADIS, the information system of participants of legal entities.
8. JANGIS	The natural persons who own more than 25% or otherwise control the company are filed as beneficial owners in JANGIS.
9. Capital released	The money in the accumulative account becomes usable and moves to the company’s own account at that bank or another credit or e-money institution.

The Accumulative Account and the EUR 1,000 Capital

The accumulative account (kaupiamoji sąskaita) is how Lithuania proves the capital before the company exists. Article 8(4) of the Law on Companies requires the initial contributions to be paid into the account of the company being formed and allows the money to be used only after registration, so the bank, with its own customer checks, comes before the registry.

The total of the initial contributions must reach the statutory minimum, so in a company with EUR 1,000 of capital every euro is paid in before registration. In a company with more capital, each founder may start with a quarter of the nominal value of the shares subscribed and pay the rest, in cash or in kind, within the term set in the founding act, which cannot exceed 12 months. Companies registered before 1 May 2023 had to raise EUR 2,500 of capital, which is why older companies often show that figure.

After Registration: VMI, VAT and the First Annual Accounts

VAT registration with the State Tax Inspectorate (VMI) is a separate application. A Lithuanian company may stay outside VAT while its supplies over the last 12 calendar months do not exceed the EUR 45,000 threshold, but it must register once its acquisitions of goods from other EU Member States pass EUR 14,000 in a calendar year, whatever its turnover. A company may also apply voluntarily below the threshold. The standard rate is 21%, with reduced rates of 12% and 5%.

Corporate income tax is 17% from 1 January 2026. A company with gross annual revenue under EUR 300,000 and fewer than 10 employees can apply 0% for its first two years of operations and 7% afterwards, if the remaining conditions are met. A company incorporated in Lithuania is tax resident there, and its CIT return is due by the 15th day of the sixth month after the tax year, which is 15 June for a calendar year.

A change of manager has to be filed within 5 days and is registered within 3 working days if there is no obstacle. Shareholder changes go to JADIS within 5 days. From 1 July 2026 the annual general meeting must be held within five months of the year end, and the approved financial statements must reach the Register of Legal Entities within the same five months.

Lithuania or Latvia for a New Company

The main difference between the two Baltic neighbours is the tax model rather than the paperwork. Lithuania taxes profit as it is earned, at 17%, or 7% or 0% for a qualifying small company. Latvia taxes profit only when it is distributed. A small Lithuanian company that pays out its profit can therefore carry a lower tax charge, while a company that reinvests everything for several years may prefer Latvia. Our page on company formation in Latvia covers the SIA.

When a Ready-Made UAB Is the Better Route

For an EU citizen with a qualified electronic signature, a new UAB is usually the simplest route, since the register can be reached online and the capital is only EUR 1,000. A ready-made company makes more sense when the founders cannot use the electronic route, when a contract or tender asks for a company registered earlier, or when the bank step before incorporation is the obstacle. Buying one is not paperless either: the share sale is a notarial deed and the new manager, articles and shareholder data still have to be filed. Our page on ready-made shelf companies in Lithuania explains that transfer, and our guide to off-the-shelf companies covers the product in general.

What We Do for a Lithuanian Formation

We can register a new UAB for you or supply a ready-made one, draw up the founding or transfer documents, prepare the filings with Registrų centras, JADIS and JANGIS, and help you prepare the bank application. Where we have a working contact at a suitable bank we can make an introduction; the bank alone decides whether to open the account. More about the country is on our Lithuania page.

Frequently Asked Questions about Company Formation in Lithuania

How do I register a UAB in Lithuania?

Draw up the articles and an act of establishment naming the manager, open the company’s accumulative account at a bank, pay in at least EUR 1,000 of capital in cash, then file with the Register of Legal Entities. EU citizens can file online in the Registrų centras self-service system with a qualified electronic signature; other founders go through a Lithuanian notary. Within 5 days of registration the shareholder data go to JADIS, and the beneficial owners are filed in JANGIS.

Can a non-resident open a company in Lithuania?

Yes. Neither the shareholders nor the manager of a UAB need to be Lithuanian residents or citizens, and a foreign company can own all the shares. The registered office must be in Lithuania. A founder who is not an EU citizen registers through a Lithuanian notary rather than online, and should expect the bank to ask what connects the company to Lithuania.

What is the minimum share capital of a Lithuanian UAB in 2026?

EUR 1,000. Law No XIV-1540 reduced it from EUR 2,500 on 1 May 2023, and the 2025 reform in force since 1 July 2026 kept it. The initial contributions must be paid in cash into the accumulative account before registration and must total at least the minimum, so a company with EUR 1,000 of capital is fully paid when it is registered.

Is a Lithuanian UAB a limited liability company?

Yes. The UAB is a private limited liability legal person: its assets are separate from those of its shareholders, who answer for its debts only up to what they must pay for their shares. Its shares cannot be offered to the public unless a law allows it. In English it is usually called a private limited company, comparable to a UK Ltd, but it is a separate Lithuanian taxpayer and not a pass-through entity.

Do I need a notary to set up a company in Lithuania?

Not on the electronic route: when an EU citizen files in the self-service system, the articles are generated from the model articles and signed with a qualified electronic signature. Founders who cannot use the online service take the paper route, where a Lithuanian civil law notary must verify the application, the articles and the eligibility for registration before the documents reach the registry.

Should I register a UAB or an MB in Lithuania?

Choose the MB only if every owner is and will remain an individual, at most ten of them, and you want no minimum capital. Choose the UAB if a company, a fund or a foreign parent may ever hold shares, if you want classes of shares or investors, or if a bank or counterparty expects the standard form.