How to establish a Lithuanian limited liability company?
1. Incorporation of Lithuanian limited liability company begins with the reservation of name. This is done at Lithuanian Company House (Registru centras). One has to complete the form JAR-5 and submit it to Lithuanian Company House. For this procedure a fee of 56 LTL is paid and if you are lucky you have got your desired name next day. The name is reserved for 6 months
When you are filling form JAR-5 we recommend you to write several versions of company name. Then if one name is taken, another one is tested.
If your desired name is free you can check here.
The application to reserve the company name at Lithuanian Company House JAR-5) may be submitted by natural persons and legal entities. Name reservation is done within one working day. The next day you can go to Lithuanian Company House and pick up a certificate that your company name is temporary included to the register.
2. Once known exact name of the company is known, the founders can sign founding the incorporation (founding) agreement of if there is just a single founder – the incorporation act
Who has to sign incorporation documents of Lihuanian limited liability company?
The incorporation documents must be signed by the founders or somebody else that is authorised to do this by the power of attorney from the founders. If the founder is a natural person, then the power of attorney must be notarized..
3. After the incorporation documents are signed signing the founder or the authorized person shall open a special account in the bank, where the capital has to be paid. There are two forms of limited liability companies in Lithuania. One of them, called MB is the capital free and therefore opening bank account before incorporation is not required – it can be done after incorporation. The other form, called UAB has the smallest share capital is 10,000 LTL (2.900 EUR). After you paide in the required capital, the bank will issue certificate that the capital has been paid in. This is required in the further incorporation procedure – it has to be presented to notary together with other incorporation documents.
4. The incorporation documents of Lithuanian limited liability company finally has to be brought to notary. They have to be:
1) When founder of the company is one natural person: act of incorporation, decision of single founder, bylaws, list of shareholders of the company, agreement of the property owner to register a company, bank certificate that the share capital has been paid and Lithuanian Company House forms: JAR-1; JAR-AF; JAR-VO-V; JAR-T; KD-1.
2) When there are several founders of the company: agreement of incorporation, protocol of the founder meeting, list of shareholders of the company, agreement of the property owner to register a company, bank certificate that the share capital has been paid and Lithuanian Company House forms: JAR-1; JAR-VO-V; JAR-T; KD-1.
5. When notary checks and confirms, that all submitted documents are properly prepared and meet the legal requirements it shall return the founder or the founder of to the authorized person. Founder then delivers them to Lithuanian Company House.
6. Lithuanian Company House registers your limited liability company. Then the founder must fetch the incorporation papers from Lithuanian Company House. Lithuanian Company House registers your company within 3 working days.
After incorporation of company don’t forget contract an accountant.