Incorporation of Ltd (UAB)

Incorporation of a private limited liability company (UAB) – steps, procedures

The following documents and actions are necessary to set-up a private limited liability company (UAB) in the Republic of Lithuania:

1. Incorporation of UAB, the incorporator – a natural person.
(the incorporator arrives to Lithuania)

Required documents:
1) Personal identification documents of the incorporator (a passport);
2) Statement on a record of the temporary company name in the Register of Legal Entities (JAR);
3) Consent of the owner of premises (in the Republic of Lithuania) regarding the registration of the company office;
4) Statement (excerpt) on funds available in the accumulative account intended for the authorised capital formation;
5) Incorporation documents (Deed of Incorporation, Articles of Association) signed by the incorporator

Upon arrival to the office of FINITA in Vilnius, the incorporator:
1) signs the Deed of Incorporation of the established company;
2) signs the articles of Association of the established company;
The incorporator or his/her authorised agent:
3) opens an accumulative account of the established company in a bank;
4) contributes funds for the authorised capital formation – at least 10 000 LTL;
5) obtains the bank statement (excerpt) on funds available in the accumulative account intended for the authorised capital formation;
6) obtains the consent from the owner of the premises on registration of the office at a particular address;
7) signs a request of JAR set out form in a Notary Office;
8) submits documents for the company registration in the State Enterprise the Centre of Registers;
9) orders a company stamp in a company producing stamps;
10) receives registered company documents (the Certificate of Incorporation, Articles of Association) from the State Enterprise the Centre of Registers;
11) receives the company stamp upon provision of the registration documents.

Having completed the foregoing, the company can start its activity.

2. Incorporation of UAB, the incorporator – a natural person.
(the incorporator does not arrive to Lithuania, an authorised agent acts on his/her behalf)

1) The incorporator sends the Power of Attorney, certified by a Notary Public and Apostille, indicating in detail actions of an authorised agent related to the incorporation: to set-up a private limited liability company, indicate its name, the amount of the authorised capital, number of shares and their nominal value, the registered office address, bodies of the company, the name, surname, personal number (date of birth), residence of the director of the management body, granted powers to sign incorporation documents (Deed of Incorporation, Articles of Association), to represent in a bank while opening the accumulative account of the company, contributing funds intended for the authorised capital formation in the accumulative account, powers to represent in the State Enterprise the Centre of Registers, Notary Office, to set-up the company, sign on behalf of the incorporator, submit and receive documents related to the legal registration of the company, also order and receive the company stamp (the Power of Attorney shall be translated into Lithuanian).
2) The authorised agent signs and submits all relevant documents, obtains all necessary statements and performs all and any actions related to the company establishment, except for the following:
the incorporator is to contribute funds for the authorised capital formation – at least 10 000 LTL.
3) The authorised agent receives the company documents and stamp and transfers them to the incorporator in an agreed manner.

Having completed the foregoing, the company can start its activity.

Notes:
1) Registration a private limited liability company (UAB) in the Republic of Lithuania takes 5 to 10 days;
2) Upon assignment/change of the company head, initial operations in the Lithuanian banks must be performed by the company head (director) personally (representation under a power of attorney is not allowed);
3) Registration a private limited liability company (UAB) in the Register of value added tax (VAT) payers takes additional 5 to 10 days.

Following laws of the Republic of Lithuania, incorporation of a legal entity – a private limited liability company – is regulated by the Civil Code of the Republic of Lithuania http://www3.lrs.lt/pls/inter3/dokpaieska.susije_l?p_id=363244&p_rys_id=14 (English version)
and the Law on Companies of the Republic of Lithuania  http://www3.lrs.lt/pls/inter3/dokpaieska.susije_l?p_id=363813&p_rys_id=14 (Russian version)

3. Purchase-sale of shares of an already established company is an alternative to the long procedure of company incorporation.

Upon arrival to the office of FINITA in Vilnius, the purchaser of shares:
1) signs the agreement on purchase-sale of shares of a company (a new company that has not carried out any activity);
2) assigns a hew head of the acquired company, fills in prepared JAR forms;
3) takes over documents and assets of the company under the Deed of Transfer-Acceptance;
4) authorised FINITA to notify the State Enterprise the Centre of Registers of changes of the company shareholders and head.

Having completed the foregoing, the company can start its activity.

If you wish to set-up a private limited liability company (UAB) or a company of a different legal form (IĮ – sole proprietorship, VšĮ – public body), please select one of FINITA PACKAGE OF INCORPORATION SERVICES or ask for additional information:

Fill in the contact form and we will contact you soon

Email to info@finita.lt (please indicate your name, company name, your question and we will contact you soon)

Contact us by tel. +370 5 2335050 or tel. +370 600 20027


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