Lithuanian company registration:UAB establishment and EU business implementation

Lithuanian company registration:UAB establishment and EU business implementation

Corporate structure for investors in Mainland China and Hong Kong、Tax and ongoing compliance

Lithuanian Private Limited Liability Company (UAB) must be registered with the Register of Legal Entities,The authorized share capital is at least €1,000,and register shareholders、company manager、Registered address and ultimate beneficial owner。Hong Kong Huitong provides you with company structure assessment、Preparation of name and establishment documents、Equity arrangements and UAB registration,Report to JADIS/JANGIS、VMI tax、VAT、One-stop service for bank accounts and annual financial statements。

Release time:Content has been reviewed
Zheng Jiawen
Zheng Jiawen Core Compliance Team
Served:European cross-border payment gateway(PSP) & Big Four Accounting Firms
permanent residence:Lithuania/Malta Experience:8 Year
Expertise in compliance areas:Lithuania/Poland EMI、Malta PI、EU funds segregation。
personal note:Zheng Jiawen-Mastering Lithuania、Poland、Application for EMI (electronic money institution) and PI (payment institution) licenses in Malta and other places。Good at sorting out the EU Unified Payment Services Directive (PSD2) and establishing a customer fund isolation pool。
Familiar with the regulatory application process
Professional compliance team
Standardized compliance process
Multi-jurisdictional services

1. Main forms of establishment of Lithuanian company registration

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Private Limited Liability Company (UAB)

The most common form of limited liability company used by foreign investors,Can be established by one or more natural persons or legal persons shareholders,Authorized share capital of at least €1,000,suitable for trade、science and technology、consult、Cross-border services and financial license projects。

👥

Small Partnership (MB)

Can only be composed of up to 10 natural person members,There is usually no statutory minimum share capital,Governance is more flexible;But after introducing legal person investors、Equity financing or when applying for a regulated financial license,UAB is often easier to plan。

📈

Public limited liability company (AB)

Suitable for larger scale、Enterprises with complex equity structures or those planning to enter the capital market,Capital and corporate governance requirements are significantly higher than those of UAB,Often a more complete board is required、Supervision and audit arrangements。

🔀

branch of foreign company

The overseas parent company registers its business base in Lithuania,Usually does not constitute an independent legal person in itself,Parent company takes responsibility for branch obligations,Suitable for enterprises with mature group structures。

2. LithuaniaUAB、MB、AB vs branch comparison

Compare items UAB Private Limited MB small partnership AB Public Limited Liability Company branch of foreign company
legal status independent legal person、Limited liability of shareholders independent legal person、members limited liability independent legal person、Limited liability of shareholders Usually not an independent legal person
Founder One or more natural or legal persons One to ten natural persons one or more shareholders Overseas parent company
Minimum share capital 1,000EUR There is usually no statutory minimum share capital Capital requirements are higher than UAB Usually no independent equity capital
Daily management At least configure the company manager,Additional boards of directors may be established in accordance with the articles of association Managed by a meeting of members or a designated responsible person A more complete governance and oversight structure Person in charge appointed by the parent company
Typical uses cross-border trade、science and technology、Serve、Holdings and license projects Small entrepreneurial team of natural persons Large corporate and capital market projects Group business extension
Suitable for foreign investors high Depends on members and financing arrangements Suitable for large projects Suitable for those who already have an overseas parent company

3. Four conditions that need to be determined before applying for company registration in Lithuania

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shareholder、Control and ultimate beneficial owner

First confirm the direct and indirect shareholders、right to vote、Profit distribution and ultimate controller,Ensure the Articles of Association、JADIS shareholder information、JANGIS beneficial owner declaration and bank KYC standards are consistent。

🧑‍💼

Corporate Managers and Governance Structure

UAB must have a manager (Vadovas) responsible for day-to-day operations and representing the company。If the project involves joint decision-making、External financing or financial regulation,The board can be further designed、Authorization Matrix and Reserved Matters。

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Registered address and actual business arrangements

The company must have a registered address in Lithuania and obtain valid consent from the owner of the site rights.。Bank account opening、Tax resident judgment and financial license application will also focus on personnel、Office space and practical management activities。

⚖️

Business scope、Tax and Licensing Boundaries

Ordinary business activities and payments、electronic money、invest、Regulatory requirements for credit and crypto-asset services are different。Business activity code should be confirmed before establishment、VAT model and whether permission from the Central Bank of Lithuania is required。

4. Lithuanian UAB company registration and landing process

Confirm business model and company form

Compare UAB、MB、AB or branch,Sort out shareholders、manage、Financing、Tax and regulated business needs。

Conduct shareholder and management due diligence

Gather shareholders、Proof of identity of company managers and ultimate beneficial owners、Proof of address、Company documents and funding source information。

Approved name and registered address

Check company name availability,Implementation of Lithuanian registered address and necessary owner consent documents。

Draft establishment documents and company articles of association

Preparing an establishment agreement or establishment decision、Articles of Association、Shareholders resolution、Management appointment and authorization documents。

Arrange UAB Equity

Open a cumulative account or adopt a qualified establishment method,Pay an authorized share capital of not less than 1,000 euros and obtain a certificate。

Application for registration with the Register of Legal Entities

Submit your application electronically or through a notarized process;After the registration is approved, obtain the Lithuanian legal person code and company registration information.。

COMPLETE JADIS、JANGIS and tax registration

Submit shareholder and ultimate beneficial owner information,And complete the taxpayer's payment in the VMI system、VAT or employer related registration assessment。

Bank Accounts and Continuous Compliance Implementation

Connect operating accounts、Accounting、bill、salary、annual financial statements;Separate EMI starts when financial services are involved、PI or MiCA license。

5. Documents usually required for Lithuanian company registration

Data category Main content Practical considerations
natural person shareholder passport、Proof of address、tax residence、Contact information bank、The notary or service agency may require certification and a statement of source of funds.
Legal person shareholder Registration certificate、Charter、Register of Directors and Shareholders、Proof of existence Usually traceable to the ultimate beneficial owner of a natural person,and evaluate certification、Apostille or translation requirements
company manager Proof of identity、address、Appointment documents、Contact information Must clearly represent authority;Regulated businesses also review experience、reputation and time commitment
Company Name It is recommended to prepare two or more alternative names Not to be confused with registered name,And should pay attention to trademarks and restricted words
Registered address Lithuanian address and venue rights holder agrees The registered address is not equivalent to the actual business premises required to satisfy the banking or financial license
Business description product、client、market、transaction process、Estimated turnover Used to select economic activity codes、tax treatment、Bank KYC and license boundary analysis
Equity information Amount of investment、Shareholding ratio、Accumulated account or capital payment certificate The legal minimum share capital of UAB is €1,000,Financial license and operating capital are calculated separately
Authorization file Power of attorney、Shareholders resolution、sign arrangement Documents signed overseas may require notarization、Apostille and Lithuanian translation

6. Legal person registration、Corporate Governance and Beneficial Ownership Key Requirements

UAB is required to register its name in the Lithuanian Register of Legal Entities、Registered address、company manager、Articles of Association and other statutory information;Changes should be updated within the applicable period。

The company manager is the core statutory body for UAB’s day-to-day management and external representation.;Shareholders should adopt articles of association、Shareholder resolutions and authorization matrix clearly define authority。

Shareholder information usually needs to be submitted to JADIS;own directly or indirectly、Those who control the company are also required to declare the ultimate beneficial owner in JANGIS in accordance with anti-money laundering rules。

Incorporation and registration documents usually need to meet Lithuanian language and local format requirements;Overseas company documents may involve notarization、Apostille or consular authentication。

Electronic registration is subject to a qualified electronic signature、Standard Charter、Registration address agreement and share capital arrangement;Notarization or authorized agent procedures may be required if the conditions are not met.。

Ordinary UAB registration confers legal personality only,Does not replace the Central Bank of Lithuania、Business license required by tax authorities or other industry authorities。

7. Lithuanian corporate income tax、VAT and cross-border tax compliance

tax items 2026Main caliber of the year Planning focus
corporate income tax 2026The standard tax rate for tax periods in and after is 17% Calculated based on taxable profits;Revenue recognition、Deductible costs、Related party transactions and permanent establishments need to be judged based on business facts
Small Business Discount Qualified persons may be subject to a tax rate of 7% or 0% for a specific start-up period Income scale must be checked item by item、Association relationship、Shareholder structure and other statutory conditions,It should not be applied by default simply because the company is small
Value-added tax (VAT/PVM) The standard tax rate is 21%,There are other preferential or zero tax situations merchandise、Serve、digital business、Different place of transaction rules for supplies, imports and exports within the EU
VAT registration threshold From May 2025,If the taxable turnover occurring in Lithuania during the current year or the previous calendar year exceeds EUR 45,000,Compulsory registration is usually assessed Purchases exceeding €14,000 from other EU member states、Obtain overseas services or conduct cross-border transactions,Registration or reporting obligations may also arise
Wages and social insurance Applicable when hiring employees or paying company managers Need to apply for payroll tax、social insurance、Labor contract and employer declaration,It is not appropriate to use shareholder withdrawals as a substitute for standardized remuneration
Dividends and withholding tax Depends on payee status、Shareholding conditions、EU rules and tax treaties Participation tax exemption should be checked before distribution、beneficial owner、Anti-abuse rules and tax payment certificates
Cross-border and transfer pricing Transactions between affiliated companies should comply with the principle of arm’s length transactions Chinese mainland、Service charges between Hong Kong and Lithuania、license fee、Financing and profit distribution should retain contracts and pricing basis

8. Ongoing compliance checklist after establishment of UAB Lithuania

Keeping books of accounts in accordance with Lithuanian accounting rules、contract、bill、bank statement、Expense vouchers and capital stock records,and have accounting and tax filings handled by qualified personnel。

Prepared for each financial year、Approval and submission of annual financial statements to the Register of Legal Entities;Whether an audit is required depends on the size of the business、Industry and legal thresholds。

Submit corporate income tax on time、VAT、Payroll tax and other applicable returns,Prompt processing of VMI inquiries and electronic tax system notifications。

shareholder、ultimate beneficial owner、company manager、When the registered address or articles of association change,Synchronously update the legal person register、JADIS、JANGIS、Bank and licensing authority information。

Continuously maintain bank or payment account KYC information、Funding source description、Transaction documents and business substance,Avoid inconsistencies between company information and actual transaction patterns。

pay、electronic money、invest、Credit or crypto-asset businesses must also meet capital requirements、governance、AML/CFT、customer assets、Special requirements such as regulatory reporting and DORA。

9. Hong Kong Huitong Lithuanian company registration service scope

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Corporate structure and compliance path assessment

Combine business、shareholder、Financing、EU market and financial regulatory objectives,Compare UAB、MB、AB and branches,and determine tax and licensing boundaries.。

📝

Establishment documents and legal person registration

Assist with name checking、Charter、establishment decision、manager appointment、Registered address agreed、Authorization file、Application for Certificate of Share Capital and Register of Legal Entities。

🎯

Shareholder registration with UBO

Organize equity chains and control relationships,Assist in submitting JADIS shareholder information and JANGIS ultimate beneficial owner information,unified company、Banking and regulatory KYC standards。

🧮

tax、The connection between VAT and accounting

Assistance with VMI tax registration、VAT threshold and transaction model analysis,Connect with daily accounting、salary、Corporate income tax and annual financial statement arrangements。

🏛️

Bank and payment account support

Prepare account opening information based on business essence、business plan、Funding sources and transaction process description;The decision to open an account is made independently by the relevant bank or payment institution。

🛡️

EMI、PI and MiCA license planning

involves payment、When serving electronic currency or crypto assets,Further evaluation of Lithuanian Central Bank license、capital、personnel、governance、AML and EU cross-border business requirements。

10. Common misunderstandings and risk reminders about Lithuanian company registration

The legal minimum share capital of UAB of 1,000 euros is only the threshold for the establishment of an ordinary company.,It does not mean that it is sufficient to support actual operations.、Bank account opening or financial license application。

Successful company registration does not mean automatic approval of bank account。Financial institutions will independently review shareholder backgrounds、Business substance、Customer area、Funding sources and expected transactions。

Registered address should not be misunderstood as actual business substance。cross-border tax、Banks and the Central Bank of Lithuania will evaluate personnel separately、office space、Decision-making and operational activities。

Foreign shareholders can establish Lithuanian companies,But remote electronic registration depends on electronic signature and document conditions;Notarization may be required if conditions are not met、Authentication and Authorization Agent。

Obtaining UAB registration certificate cannot directly operate payment、electronic money、invest、Credit or crypto asset services,Relevant businesses must obtain applicable licenses before commencement。

The transition period for old virtual currency operators in Lithuania has ended on December 31, 2025。Providing crypto asset services without MiCA authorization may constitute illegal financial activities.。

VAT registration cannot only look at turnover of 45,000 euros;Purchase within the EU、Receiving overseas services、Digital services and cross-border supplies may incur registration or reporting obligations in advance。

A company with no turnover is not automatically exempt from annual financial statements、Legal person registration information maintenance、Beneficial owner updates and reporting obligations required by tax authorities。

11. Lithuanian company registration FAQs

Can residents of mainland China or Hong Kong register a Lithuanian company?+

Can。UAB can be established by one or more natural persons or legal persons shareholders,Foreign investors can usually hold shares。You still need to complete your identity when actually applying.、address、Equity chain、Review of ultimate beneficial owner and source of funds。

What is the minimum share capital of a Lithuanian UAB company?+

The current statutory minimum share capital of UAB is €1,000。This amount is the minimum threshold under company law;actual business、Bank account opening、Visa or financial license programs may require higher own capital and operating budgets。

How should I choose between UAB and MB?+

UAB can be held by natural persons or legal persons,Equity、Financing and governance structures are more standardized,Usually more suitable for overseas investment、Group business and financial license projects。MB only allows up to 10 natural person members,Suitable for smaller scale、Startup teams with simpler governance。

Does Lithuanian UAB have to have local shareholders?+

There is generally no uniform requirement that ordinary UABs must be held by Lithuanian residents.。However, certain regulated industries、sanctions rules、Bank policies and business substance arrangements may impose additional requirements on shareholder background and EU local operations。

Is it necessary for a Lithuanian company to have a registered address?+

must。The company needs to register a registered address in Lithuania,and obtain valid consent from the address owner。Simply providing a mailing address may not be sufficient to open a bank account.、Office space requirements required for tax substance or financial license。

Can a Lithuanian company be registered completely remotely?+

in name、Standard documents、Registered address、When conditions such as share capital and eligible electronic signatures are met,Some UABs can be set up electronically。If overseas shareholders do not have applicable electronic signatures,Notarization is usually required、Certification document or authorized agent method。

How long does it usually take to register a company in Lithuania?+

Complete information、Name and address meet the requirements、After the share capital and signing conditions are implemented,Legal person registration itself can usually be completed within a few working days;Overseas document authentication、notarization、translate、Account opening and replacement time are not included。

What are JADIS and JANGIS?+

JADIS is used to register legal entity participant or shareholder information;JANGIS is used to declare the ultimate beneficial owner。The two sets of information should be consistent with the articles of association、Register of shareholders、The group equity map and bank KYC are consistent,and promptly update after changes。

2026What is the annual corporate income tax rate in Lithuania?+

2026The standard corporate income tax rate for tax periods in and after is 17%。Small entities that meet strict conditions may be subject to a 7% or 0% rate for certain start-up periods,Income needs to be combined in accordance with VMI rules、Judgment of related relationships and shareholder structure。

What are the VAT rates and registration thresholds in Lithuania?+

The standard VAT rate is 21%。From May 2025,If the taxable turnover occurring in Lithuania during the current or previous calendar year exceeds €45,000,Compulsory registration is usually required to assess;EU purchases exceeding €14,000 or certain cross-border services may also trigger obligations。

Do Lithuanian companies without operations still need to submit annual financial statements?+

Accounting records are generally still required to be maintained and annual financial statements are prepared and submitted in accordance with legal procedures。Zero turnover or no operation shall not be regarded as automatic exemption from legal person registration、Accounting and Tax Compliance。

Can I open a bank account after registering at UAB?+

uncertain。Banks and payment institutions will independently evaluate business models、Shareholder and manager background、Business area、Source of funds、Counterparties and actual operating arrangements。The company registration certificate is not a commitment to open an account。

Can ordinary UAB directly operate electronic money or payment business?+

Can't。Issuing electronic money or providing regulated payment services generally requires an EMI or PI license from the Central Bank of Lithuania,and satisfy capital、governance、managers、Customer fund protection、AML/CFT and regulatory reporting requirements。

Can Lithuanian companies still operate crypto asset businesses with the old VASP registration?+

The old registration cannot be used as the basis for continuing operations in 2026。Lithuania’s MiCA transition period ends on December 31, 2025,Thereafter, the provision of crypto asset services must hold a valid authorization issued by the Central Bank of Lithuania or the competent authority of another EU member state in accordance with MiCA.。

12. Relevant regulations、Regulatory information and further reading

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