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A shelf company in Lithuania is a UAB, a private limited liability company, that was entered in the Register of Legal Entities and then kept without any business until a buyer takes over all of its shares. Sellers call it a ready-made company, a ready company or an off the shelf company; legally it is one thing: you acquire an existing legal person, which keeps its company code (įmonės kodas), its registration date and its paid capital, instead of founding a new one. Nothing is registered anew. What changes hands is the shares, and what changes in the register is the owner, the manager and, if you wish, the name and the address.
The capital tells you roughly when the company was formed. Until 30 April 2023 a UAB needed at least EUR 2,500 of authorised capital; since 1 May 2023 the minimum is EUR 1,000. In both cases the founder paid the initial contributions in cash into an accumulative account before registration, so a shelf UAB normally comes with its capital already paid.
| Document or record | What to look for |
|---|---|
| Extract from the Register of Legal Entities | Registration date, legal status, current manager and registered office. |
| Articles (įstatai) | Name, objects and any rules on share sales; whether they follow the model articles, which matters for amending them online. |
| JADIS shareholder list | The seller recorded as the sole shareholder with the full number of shares. After the sale you appear here. |
| Capital | The amount, EUR 2,500 or EUR 1,000 depending on age, and evidence that it was paid. |
| VAT payer code | Present only if the company applied for VAT registration; many dormant companies have none. |
| Annual financial statements | Statements for each closed financial year filed with the register, showing no trading. |
| Beneficial owner in JANGIS | The seller’s beneficial owner, who will be replaced by you. |
Ask for these before you commit, not at the notary’s office. A shelf UAB is only as clean as its records, and every item on the list can be checked against the register or the seller’s own filings.
The Law on Companies says a UAB share sale agreement is in simple written form unless the Civil Code requires notarial form, and the Civil Code does require it for the sale of a whole shelf company. Article 1.74(1)(3), in its wording in force since 1 January 2018, makes notarial form compulsory where 25% or more of a UAB’s shares are sold or the price is above the EUR 14,500 threshold. The only exceptions are shares whose securities accounts are kept by a licensed account manager and state or municipal privatisations, and neither fits a shelf company. Since a buyer takes 100% of the shares, the purchase agreement is signed before a Lithuanian notary.
Two points are simpler. The pre-emption procedure in Article 47, under which a selling shareholder must first offer the shares to the others, has nobody to protect when the seller is the only shareholder, and the articles may disapply it anyway. And Lithuania charges no stamp duty or transfer tax on a share sale.
| Filing | Deadline set by law | Registry |
|---|---|---|
| New manager, appointed by your decision as sole shareholder (forms JAR-1, JAR-VO-V, KD-1 and the decision) | 5 days under the Law on Companies, against 30 days for legal entities generally | Registered within 3 working days if there is no obstacle |
| Shareholder data in JADIS, submitted by the manager | 5 days after receipt of the documents on which the share register entry is made | For a single-shareholder UAB, JADIS passes the data to the Register of Legal Entities within one working day |
| New articles for a new name, address or objects | The shareholders’ decision lapses if the articles are not filed within six months | Registered within 3 working days if there is no obstacle |
| Beneficial owner in JANGIS | Your details replace the seller’s | Not public; open to authorities and obliged entities such as banks |
The order matters. Towards third parties a UAB is represented by the manager whose data are in the register, so the change of manager is the first filing after the deed. A foreign manager files a copy of the identity document, with the name transliterated into Latin characters where the document does not already show it. Filings can be signed in the Registrų centras self-service system with a qualified electronic signature or prepared through a notary.
Every UAB starts with a bank relationship, because its capital was paid into an accumulative account that the founder opened before registration. After registration that money became usable and was moved to the company’s own account at the same bank or another credit or e-money institution. Where such an account still exists, it belongs to the company and stays with it through the share sale. What changes is the customer behind it: the bank re-checks the new owners and may keep the account, ask for more documents or close it.
The bank’s own rules decide the outcome. SEB, for example, expects a clear connection to Lithuania, an ownership structure it can follow to every holder of 25% or more at each level unless the data are already in JADIS, and a business model it can understand. A buyer with no customers, suppliers or premises in Lithuania should plan for those questions before the purchase, not after. Our pages on bank accounts for Lithuanian companies and on shelf companies with bank accounts explain the bank side in detail.
A VAT company for sale in Lithuania is a shelf UAB that already holds a VAT payer code (PVM mokėtojo kodas). Because a Lithuanian company may stay outside VAT while its supplies over the last 12 calendar months do not exceed the EUR 45,000 threshold, a dormant company only has a code if its seller applied voluntarily. If your plan needs a VAT number from the first invoice, ask whether the specific company has one and for proof of it. If it has none, the company applies to the State Tax Inspectorate (VMI) after the transfer, and it must do so in any case once its purchases of goods from other EU Member States pass the EUR 14,000 threshold in a calendar year. The code belongs to the company, not to its owner, so it survives the share sale.
In several cases buying adds little. An EU citizen with a qualified electronic signature can register a new UAB online from the model articles with EUR 1,000 of capital, and a shelf purchase still needs a notarial deed and the same filings for the manager, the shareholder data and the beneficial owner. Age is not trading history either: a never-traded company has no turnover, no credit record and no bank history to show. Banks re-check new owners whatever the company’s age. On tax, PwC describes the 0% corporate income tax rate for small companies as available for the first two years of operations, and an older shelf company may already be past that window, so confirm the position before you count on it. If none of the reasons above applies to you, our page on company formation in Lithuania is the better starting point.
Yes. Lithuania sets no residency or nationality condition for the shareholders or the manager of a UAB, and a foreign company can hold all the shares. The registered office has to stay in Lithuania. A non-EU manager who intends to live and work in Lithuania needs the usual permits personally; that is a matter for the individual, not for the company. Because the deed is notarial, plan the signing with the notary early, and expect your identity, the source of the purchase money and the intended business to be checked by the bank and by the others obliged to carry out due diligence.
Our corporate services in Lithuania for a purchase are the following: we supply the ready-made UAB or, if it suits you better, register a new one, prepare the share transfer documents and the filings for the manager, the articles, JADIS and JANGIS, and help you prepare the bank application. Where we have a working contact at a suitable bank we can introduce you, and the bank alone decides. For background on the country see our Lithuania page.
It is a UAB that has been registered with Registrų centras but never traded, held so that a buyer can take over all of its shares. You acquire an existing company with its own company code, registration date and paid capital, then appoint your manager and change the name or address if you wish. Nothing is incorporated anew; the register records a new shareholder.
Yes. There is no residency or citizenship condition for the shareholders or the manager of a UAB, and a foreign individual or company can own 100% of it. You sign the share purchase agreement before a Lithuanian notary, appoint the manager and are recorded in JADIS and JANGIS. Expect the bank to check your identity and the source of funds.
Yes for a shelf company. The Civil Code requires notarial form for a UAB share sale where 25% or more of the shares are sold or the price exceeds the EUR 14,500 threshold, and buying a shelf company means buying all of the shares. Smaller sales below both limits can be made in simple written form under the Law on Companies.
Sometimes. A shelf UAB holds a VAT payer code only if its seller registered it voluntarily, because registration is optional while turnover stays at or below the EUR 45,000 threshold over 12 months. Ask about the specific company. If it has no code, it applies to VMI after the transfer, and it must register once its purchases of goods from other EU states exceed the EUR 14,000 threshold in a year.
It may have one, since every UAB paid its capital through an accumulative account whose money moves to the company’s own account after registration. The account belongs to the company and stays with it, but the bank re-checks the new owners and can keep it, ask for more or close it. Banks such as SEB look for a clear connection to Lithuania, so nobody can promise the account will continue.
Partly. The share sale is a notarial deed, so it is signed before a Lithuanian notary rather than on a website. The filings that follow, for the manager, the articles and the shareholder data, can be signed in the Registrų centras self-service system with a qualified electronic signature. The checks before signing can be done remotely from the register extract and the company’s documents.
Ask us which Lithuanian shelf companies are available now and what the transfer would involve for your ownership structure. Contact us, or message us on Telegram or WhatsApp at +48 663 247 166.