Incorporation + Compliance

Company Incorporation in Lithuania

Effortlessly incorporate and manage your company in Lithuania with Vepapu—offering all-in-one services from registration to compliance, banking, and visa support.

Company Incorporation in Lithuania
Cayman Islands Company Formation
Why Lithuania?

Lithuania as Your Business Destination

Unlock Growth Opportunities in an Emerging Market

Low Cost

Low Cost

Has low operational and administrative expenses

Efficient

Efficient

Simplified compliance requirements and regulatory processes.

Demography

Demography

A large and young population provides a dynamic workforce.

No Residency

No Residency

Allows for foreign shareholding up to 100% in the company.

All-in-one Package

Company Incorporation Package

Everything You Need for Seamless Company Formation

COMPANY REGISTRATION

Online Company Incorporation

Experience seamless company formation from anywhere with Vepapu. Our digital incorporation services ensure you can register your company online without the need to travel or submit paperwork in person.

We guide you through each step of the process, ensuring compliance with local regulations and providing support for any incorporation-related queries.

Online Company Incorporation
Local Office & Nominees
LOCAL ESSENTIALS

Local Office & Nominees

Meet the local requirements online with Vepapu. Having a local registered office address is mandatory for your company's registration and we will help you meet this requirement. We will receive, scan, and email you if any mail is received from the authorities at your address.

You can also build a physical presence in the country by opting for our nominee director services, who will act as your company's director while you retain total control over your company.

ACCESS BANKING

Bank Account Opening

You can capitalise on our strong banking relationships with traditional banks as well as digital-first banking providers.

You would need to physically visit the bank's location if you opt for a traditional brick-and-mortar bank, while modern digital banking providers welcome you with an online onboarding process.

Bank Account Opening
Work and Investor Visas
VISA SPONSORSHIP

Work and Investor Visas

Leverage Vepapu’s expertise to navigate the visa application process for your business needs. Whether you require work visas for your team or investor visas to secure your investment rights, we facilitate the entire process.

Our services include comprehensive guidance on meeting eligibility criteria, preparing necessary documentation, and submitting applications efficiently to minimize wait times and complications.

Entity Structure

Multiple Company Types

Private Limited Liability Company (UAB)

A UAB is the most common business entity in Lithuania, offering limited liability to shareholders with a minimum share capital requirement of €2,500.

Branch Office

A Branch Office in Lithuania is an extension of a foreign parent company, allowing it to conduct business activities in the country without being a separate legal entity.

Branch Office

Used by foreign companies to promote their business and explore the market, without engaging in direct commercial activities.

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Flexible and secure payment options worldwide
Docs & Info

Documents Required

Mandatory documents and information required for your company formation

Individuals

If you are an individual:

Proof of Identity:

Included

A certified true copy (scanned version) of the passport (valid for at least 6 months)

Included

A comprehensive Curriculum Vitae (C.V.), Resumé, or Linkedin profile.

Proof of Address:

Included

One of the scanned copies of a bank reference, bank statement, Utility bill, or Driver license.

It should clearly show the holder's full name along with a physical address written in English (P.O. Box addresses are not accepted).

It must be the most recent version and dated within the last 3 months.

Organization

If you are an organisation:

Company Documents:

Please provide us with certified true copy (scanned version) of the following company documents:

Included

Certificate of Incorporation

Included

Memorandum and Articles of Association / Constitution

Included

Register of Director

Included

Register of Shareholder / UBO

Included

Extract of the company’s details from the Registrar of Companies, which can include any of the following: Business Profile / Certificate of Incumbency / Certificate of Good standing (valid for within 6 months if any).

Company Members:

All members of the corporation, including Directors, Shareholders, Ultimate Beneficial Owners (UBOs), and Contact persons, must provide identity and address proofs as mentioned above.

PROCESS

Incorporate in 5 Easy Steps

From Paperwork to Approval: Making Company Formation Fast and Straightforward

Step 1

Tell us your requirements

Click here and fill out the short form to let us know your requirements.

Afterwards, our team will get in touch with you to guide you through the process.

Step 2

Documents and due-diligence

Begin the company incorporation process by sharing the requested documents, as listed here. This enables us to begin the mandatory KYC and due diligence procedures to comply with local and international laws.

During the process of due diligence, our team might request additional information, documents, or clarification as needed.

If you ever feel lost while organising the documents, please contact us, as your dedicated manager from Vepapu will guide you through it.

Step 3

Application and follow-up

Our team will now have the required information and documentation in hand to proceed with completing the required paperwork involved in incorporating your company.

We will complete one or multiple application forms as required and coordinate with the registry to submit them for their official approval.

We will do timely follow-ups with the registry and actively work with them if they require any further clarification or documentation before their approval.

Step 4

Other registrations, if required

If there are any other registrations with different government departments that are generally required before commencement of any business, required for your specific business industry, or that you have chosen voluntarily, we will promptly complete them.

Step 5

Ongoing compliance

As Vepapu strongly believes that company incorporation is just the first step in any business journey, we will accompany you throughout your business's life cycle by keeping it in good standing with local rules and regulations.

We will take care of monthly, quarterly, bi-annual, or annual reports and return filings with the authorities. We will timely inform you of the upcoming compliance deadlines, such as conducting an annual general meeting, for your prompt action.

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What are the business entity types available in Lithuania?

Private Limited Liability Company (UAB)

The UAB is the most common business structure in Lithuania, suitable for a wide range of businesses. It requires a minimum authorized capital of €2,500, with shareholders' liability limited to their contribution. This type of company must be registered with the Business Registration Centre and adhere to strict accounting practices. It's favored for its flexibility and protection for shareholders.

Public Limited Liability Company (AB)

The AB is typically used by larger companies with numerous investors and requires a minimum authorized capital of €40,000. Shareholders in an AB have limited liability, protecting their personal assets beyond their investment. This type of company is obligated to publish financial statements and hold annual general meetings, ensuring transparency and accountability. It's ideal for businesses looking to raise capital from the public.

General Partnership (TŪB)

A TŪB is a partnership where all partners have limited liability proportional to their contributions. This structure is less common in Lithuania due to its shared responsibility model. It's typically used by individuals or entities who want to collaborate closely on a business venture. Each partner shares both the management and liability of the business.

Limited Partnership (KŪB)

The KŪB combines elements of personal and limited liability, requiring at least one general partner (with full personal liability) and one limited partner (with liability limited to their investment). This structure is suitable for smaller businesses, especially family-owned ventures. It allows for a clear division of roles, with general partners managing the business and limited partners acting as passive investors.

Branch Office

A Branch Office is an extension of a foreign parent company, allowing it to operate in Lithuania without forming a separate legal entity. The branch requires a local manager and must adhere to Lithuanian laws, but its liabilities are the responsibility of the parent company. It's a cost-effective way for foreign businesses to establish a presence in Lithuania and conduct specific business activities.

Representative Office

A Representative Office allows a foreign company to explore the Lithuanian market and promote its activities without engaging in direct business operations. It cannot conduct commercial transactions but can serve as a liaison between the parent company and the local market. The parent company assumes all liabilities, making it a low-risk option for market research and networking in Lithuania.

Can foreigners incorporate a company in Lithuania?

Yes, foreigners can incorporate a company in Lithuania, and the country actively encourages foreign investments through a supportive legal framework and favorable conditions. Foreign individuals and entities can fully own and control a Lithuanian company, with no restrictions on the percentage of shares they can hold. The most common structure for foreign investors is the Private Limited Liability Company (UAB), which offers limited liability and flexibility. Lithuania has made significant strides in reforming its Foreign Direct Investment (FDI) policies to attract global businesses, including streamlining the company registration process and reducing bureaucratic hurdles. Additionally, there are no requirements for local partners or directors, allowing full foreign ownership and control, which is a key factor for international entrepreneurs considering Lithuania as a base for their operations.

The Lithuanian government has implemented several reforms to enhance the business environment for foreign investors. For instance, the country's FDI policies include incentives such as tax breaks, grants, and funding for innovation-driven projects, particularly in sectors like technology, manufacturing, and renewable energy. Lithuania’s membership in the European Union also provides access to a vast market, making it an attractive location for foreign businesses looking to enter the European market. In 2023, Lithuania ranked high in the World Bank’s Ease of Doing Business index, reflecting its commitment to fostering a welcoming environment for foreign investors.

What is the structure of a company in Lithuania?

Directors

A Private Limited Liability Company (UAB) in Lithuania must have at least one director, who is responsible for managing the company’s daily operations. The director can be of any nationality, and there is no requirement for the director to be a Lithuanian resident, making it flexible for foreign investors. Nominee directors are permitted, allowing companies to appoint someone to act on behalf of the actual owner. However, the appointment of corporate directors is not allowed; the director must be an individual. The director is required to be listed in the company’s records, and their details must be submitted during the incorporation process.

Shareholders

A UAB requires at least one shareholder, and like directors, shareholders can be of any nationality and do not need to reside in Lithuania. This makes the UAB structure highly accessible to foreign investors. Both individual and corporate shareholders are allowed, providing flexibility in how the ownership of the company is structured. Shareholders have limited liability, meaning their financial responsibility is restricted to the amount they have invested in the company. Nominee shareholders are also permitted, which can be useful for those seeking privacy or representation through a third party.

Share Capital

The minimum share capital required to establish a UAB in Lithuania is €2,500. This capital must be fully paid up and deposited into a local bank account before the company can be officially registered. The share capital is divided into shares, and each shareholder’s liability is limited to the amount of capital they have invested. The share capital requirement is relatively low, making it accessible for small and medium-sized enterprises, and it must be reflected in the company’s founding documents and registration with the Business Registration Centre.

Office Space

A UAB in Lithuania must have a registered office address within the country. This office space serves as the official location for company correspondence and must be registered with the authorities. The office does not need to be a physical location where business operations are conducted; it can be a virtual office, especially if the company’s operations are conducted online or remotely. However, the address must be valid and capable of receiving official correspondence, as it will be used by government agencies for official notifications and inspections.

Documents required for a company formation in Lithuania

To incorporate a company in Lithuania, you need to prepare and submit various documents. These documents are essential to comply with Lithuanian regulations and ensure your business operates legally. The documents will be used in KYC due diligence procedures, application preparation, and document submission to the authorities.

Proposed Company Details:

  1. Proposed company names.
  2. Business Activities: Detailed description of the company’s purposes and objectives.
  3. Share Details: Number of shares, share classes (if any), rights attached, and nominal value.
  4. Power of Attorney: Signed by each shareholder for submission.
  5. Proof of a registered address in Lithuania
  6. Minutes of the founding meeting

Personal Documents for Directors, Shareholders, and Promoters:

  1. Copy of colored passport with at least 18 months of validity.
  2. National identity card
  3. Proof of a foreign residential address.
  4. Resume and contact information.

Corporate Documents for Corporate Shareholders translated into Lithuanian and notarised:

  1. Certificate of Incorporation.
  2. Memorandum & Articles of Association/Constitution and Amendments.
  3. Certificate of Incumbency.
  4. Proof of the registered address.
  5. Board of Directors structure and corporate chart.
  6. Corporate representative details and board resolution.

Additional Requirements:

  1. Written confirmation that directors, shareholders, and other key individuals are not Politically Exposed Persons (PEPs).
  2. Principal place of business address.
  3. Source and origin of funds used in the business.
  4. Expected location of the company’s customers and suppliers.
  5. Information on the beneficial owner, if different from the named shareholder.

How do I incorporate a company in Lithuania?

Step 1 – Name Reservation

The first step in incorporating a company in Lithuania involves selecting and reserving a business name. The chosen name must be novel and original, adhering to the norms of the Lithuanian language and not contradicting public order or good morals. It is important that the name does not consist solely of general terms or be identical to existing trademarks. To ensure the name is available, it can be reserved in the Register of Legal Entities for six months by completing the JAR-5 form. This reservation prevents others from registering an identical name during this period, providing you with certainty that your chosen name is protected. For branches of foreign companies, the name may be identical or similar to the parent company’s name.

Step 2 – Preparation of Constituent Documents

Once the business name is reserved, the next step is preparing the constituent documents. If there are multiple founders, a constituent agreement must be concluded; if there is only one founder, a constituent act is required. These documents must include essential information such as the company’s name, location, founders, and the persons authorized to represent the company. Additionally, details about the company’s authorized capital, the nominal value of shares, and the rights granted by those shares must be specified. The agreement also outlines the terms for payment of shares and conditions for convening the Founding Meeting, if necessary. All founders or their authorized representatives must sign the constituent documents, which also serve as an agreement on the issuance of shares.

Step 3 – Deposit of Authorized Capital

With the signed constituent agreement or act, the next step is to open a bank account in the company’s name to deposit the authorized capital. The shares must be fully paid within the period specified in the constituent agreement, which cannot exceed 12 months from the date of certification. The minimum authorized capital required is €1,000, and it must be paid in cash if it is the minimum amount. If the authorized capital exceeds €1,000, part of it can be paid in property, but at least 25% of the capital must still be in cash. This step ensures that the company has the necessary financial foundation to begin operations.

Step 4 – Drafting the Charter

The company’s charter is the primary document that governs its activities and must be prepared and signed by all founders or their authorized representatives. The charter outlines key details such as the company’s name, legal form, purpose, authorized capital, and the number of shares. It also defines the competence of the General Meeting of Shareholders, conditions for announcing company news, and the rules for making decisions on establishing branches or agencies. The charter must be submitted to the Register of Legal Entities within six months from the date of signing. This document serves as the company’s operational blueprint, ensuring that all legal requirements are met.

Step 5 – Founding Meeting

Before registering the company, a Founding Meeting may be required, depending on the specifics of the constituent agreement. If the company’s management bodies have already been selected in the agreement, the Founding Meeting may not be necessary. However, if it is convened, the meeting formalizes the company’s establishment by confirming the appointment of directors and approving the company’s charter. Additional documents, such as the list of shareholders, application forms (e.g., JAR-1), and decisions regarding the company’s registered office and director appointments, must also be prepared. This step ensures that all aspects of the company’s governance are in place before formal registration.

Step 6 – Notary Certification

All prepared documents, including the charter and any other required paperwork, must be submitted to a Notary for certification. The Notary verifies that the documents comply with legal requirements and confirms the charter. Additionally, the Notary must be provided with a certificate from the bank confirming the deposit of the authorized capital and consent from the owner of the building where the company’s office is registered. This step is crucial as it legally validates the company’s incorporation documents, making them ready for submission to the Register of Legal Entities.

Step 7 – Registration with the Register of Legal Entities

After notarization, the company’s documents are submitted to the Register of Legal Entities. The Register reviews the documents and, if everything is in order, registers the business. Upon registration, the company receives a certificate of incorporation and a copy of the confirmed charter. The registration process typically takes no more than three working days from the submission of documents. This final step legally establishes the company in Lithuania, allowing it to commence operations and conduct business activities in accordance with Lithuanian law.

Compliance requirements post-incorporation

Staying Compliant with Tax and Accounting Requirements

After incorporating a UAB in Lithuania, it is essential to adhere to the country's tax and accounting regulations to ensure legal and smooth operations. A UAB must obtain a Value Added Tax (VAT) number from the Ministry of Finance if engaging in taxable activities. The corporate income tax rate in Lithuania is generally set at 15%. Accurate and timely preparation of financial statements is mandatory, and these must be submitted in Lithuanian, requiring translation if records are initially in another language.

Annual Reporting and Auditing Requirements

A UAB in Lithuania is required to prepare and submit annual financial statements to the Register of Legal Entities. These reports must be prepared in accordance with the Lithuanian Accounting Standards (BAS) or International Financial Reporting Standards (IFRS), depending on the size and type of the company. If the UAB meets certain criteria, such as exceeding thresholds for revenue, assets, or number of employees, it may also be required to undergo an audit. The audited financial statements must be submitted along with the annual report. The deadline for submission is typically within six months after the end of the financial year, and failure to comply can result in penalties or fines.

Corporate Governance and General Meetings

UABs in Lithuania must adhere to specific corporate governance requirements, including the need to hold an annual general meeting (AGM) of shareholders. During the AGM, shareholders must review and approve the annual financial statements, decide on profit distribution, and address any other significant matters concerning the company. The AGM must be held within four months after the end of the financial year. Additionally, UABs must maintain an up-to-date register of shareholders, and any changes in the ownership structure must be reported to the Register of Legal Entities.

Employment and Social Security Compliance

If a UAB employs staff, it must comply with Lithuanian labor laws, which include providing fair employment contracts, adhering to minimum wage regulations, and ensuring safe working conditions. Additionally, the company is responsible for registering employees with the State Social Insurance Fund Board (Sodra) and making regular social security contributions on their behalf. This includes both employer and employee contributions, which cover social security, health insurance, and pension funds.

Maintaining Statutory Records and Registers

A UAB must maintain several statutory records, including the register of shareholders, minutes of general meetings, and records of directors’ decisions. These documents should be kept at the registered office and be readily accessible for inspection by authorities. The company must also ensure that any changes in its corporate structure, such as changes in shareholding, directors, or registered office, are promptly reported to the Register of Legal Entities.

Visas for foreign investors and employees in Lithuania

Visas for EU/EEA Citizens

EU/EEA citizens can enter Lithuania using just an ID card or passport for stays up to 90 days. However, if they plan to stay longer, they must register with the Migration Department and obtain a residence permit. This straightforward process allows EU/EEA nationals to reside and work in Lithuania without needing additional visas or permits.

Visas for Non-EU/EEA Citizens

Non-EU/EEA citizens need specific visas and permits to start a business or work in Lithuania. Below are the key visa options available:

  • Schengen Visa (Type C) - The Schengen visa permits a stay in Lithuania for up to 90 days within a 180-day period. It is a relatively simple and quick visa to obtain, suitable for short-term visits such as business trips or preliminary explorations of the Lithuanian market.
  • EU Blue Card -The EU Blue Card is designed for highly skilled non-EU nationals and serves as both a work and residence permit. It is valid for up to three years and can be renewed for another three years. The Blue Card allows the holder to bring their family to Lithuania and provides a pathway to permanent residency after five years.

National Visa (Type D) for Business Owners

For foreign investors and business owners looking to establish a company in Lithuania, the national visa (Type D) is the most relevant option. This long-stay visa is specifically designed for individuals who wish to manage or participate in a Lithuanian company. Key details include:

Eligibility Requirements:

  • The business must have been operational for at least six months.
  • The company must have a minimum equity of €28,000, with at least €14,000 invested by the foreign applicant.
  • The company must be established not earlier than one year before the date of the visa application.

VAT and tax considerations for companies in Lithuania

Corporate Income Tax Rate

In Lithuania, the corporate income tax rate is set at 15% of the company's annual tax profits. These profits are determined based on the company's accounting profits, which are adjusted according to tax regulations. This rate applies to most businesses operating in Lithuania. However, there is a reduced tax rate of 5% for small businesses, particularly those engaged in agricultural activities, as well as for companies with annual profits not exceeding €300,000. This favorable tax environment is designed to support the growth and sustainability of small enterprises within the country.

VAT for Established Companies in Lithuania

Value-added tax (VAT) in Lithuania is a crucial consideration for companies once their turnover exceeds the established thresholds, requiring them to register for VAT. The standard VAT rate is 21%, which applies to most goods and services. However, Lithuania offers reduced VAT rates of 9% for certain goods and services, such as books, periodicals, and public transport. Additionally, a 0% VAT rate is applicable to specific international transportation services. Companies must ensure compliance with VAT registration and reporting requirements to avoid penalties and maintain smooth business operations.

Personal Income Tax

Personal income tax in Lithuania varies depending on the type of income. For employment income, the tax rate ranges from 20% to 27%, depending on the individual's income level. For sole proprietors and individual entrepreneurs, a flat personal income tax rate of 15% applies. This structure provides a clear and straightforward tax obligation for both employees and self-employed individuals, ensuring that personal taxation aligns with the overall tax policy in Lithuania.

Other Taxes for Company Management

In addition to corporate income tax and VAT, companies in Lithuania may be subject to other taxes depending on their activities and assets. These include environmental taxes, which are levied on companies that engage in activities affecting the environment, and vehicle taxes for company-owned vehicles. Real estate taxes also apply, ranging from 0.5% to 3%, depending on the property's value and location. Furthermore, a 15% withholding tax is imposed on dividend payouts to shareholders. Companies must account for these various taxes as part of their financial planning and compliance obligations.

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