Lithuania - Establishing an OfficeLithuania-Establishing-an-Office
Foreign investors can establish either a representative office or a corporate entity. A representative office in Lithuania gives the foreign company a legal presence in the country, but does not permit it to carry out any economic activity. It is thus useful only for evaluating business opportunities. In order to pursue economic activity in Lithuania, a foreign investor must incorporate her/his business organization. Foreign investors may form the following types of enterprises:
1. Sole trader;
2. General or limited partnership;
3. Public or closed (private) joint stock company;
4. State (local government) enterprise;
5. Agricultural company;
6. Cooperative; and
7. Investment agency
The most typical enterprise is a joint stock company. An investor may buy into an existing company or establish a new one. Joint stock companies can be either partially or wholly foreign-owned. If a foreign investor requires a wholly foreign-owned company, the only appropriate option is a joint stock company.
The principal differences between private and public joint stock companies are the minimum amount of authorized share capital, the number of shareholders, and the circulation of shares. Presently, a public joint stock company must have minimum capital reserves of 43,400 euros (approx. $58,000) and at least 50 shareholders, and its shares must circulate and trade publicly. A closed joint stock company must have minimum capital reserves of 2,896 euros (approx. $3,8000 ) and a maximum 50 shareholders, and its shares may not circulate publicly or be traded.
Pre-incorporation steps
The investor must:
1. Secure the premises that will constitute the official address of the new company in the registration process;
2. Register the proposed name of the new company at the patent bureau;
3. Prepare and notarize the memorandum/agreement on incorporation and the by-laws of the new company; and
4. Open a savings account (several currencies, including dollars and euros, are acceptable) in a local bank in the name of the new company. Current regulations allow the transfer of funds either from foreign or domestic sources into the savings account in order to meet the minimum capital requirements and other requirements that vary according to the type of company. Opening the account is a routine procedure, but before withdrawing any funds, the investor must provide evidence of incorporation of the company. As part of the incorporation process, the bank issues a certificate documenting that the requisite funds (to meet the minimum capital requirements) are on deposit.
Upon completing the pre-incorporation steps, the investor must obtain the consent of the local municipality to establish the new company and, if the new company is in manufacturing, a permit from the Department of the Environment.
It may be necessary to obtain other licenses before commencing business, depending on the nature of the business to be undertaken.
Current regulations prohibit foreign investors from engaging in certain business activities, including, for example, those related to certain aspects of national security and defense.
Incorporation process
The investor must complete the pre-incorporation steps above, obtain all requisite licenses and permits, and register the company with a municipality, before recording the company in the Economy Ministry's Register of Enterprises.
If the investor is a company incorporated outside of Lithuania, the registrant must submit the following:
1. A certified copy of the registration certificate or other documentation proving that the investor is legally incorporated, acknowledged by the Embassy of the Republic of Lithuania in the country of incorporation;
2. A copy of the latest available audited balance sheet of the investor or other acceptable document confirming the investor's ability to meet the minimum capital requirement;
3. Documentation of the board of directors’ decision to incorporate a company in Lithuania and invest the required capital; and
4. A certified copy of the by-laws or memorandum and articles of association of the investor.
If the investor is a person, he/she must produce evidence (for example, a letter from a bank) confirming that he/she has the financial resources to meet the capital required for investment in the new company.
An official translation bureau in Lithuania must make any necessary translations.
In addition to the documents detailed above, the registrant must file the following documents with the registration application:
• an agreement/memorandum of incorporation certified by a notary public in Lithuania;
• by-laws certified by a notary public in Lithuania;
• a certificate from the patent and trademark bureau showing registration of the company name;
• documentary evidence confirming the new company's official address;
• minutes of the shareholders meeting appointing the directors of the new company; and,
• a certificate issued by a bank in Lithuania certifying that it has received the necessary capital for the company from abroad.
Once the registrant submits a complete application and all requisite documents to the Ministry of Economy, the Registrar of Enterprises must issue a registration certificate within 30 days.
Prepared by the International Trade Administration. With its network of more than 100 offices across the United States and in more than 75 markets, the International Trade Administration of the U.S. Department of Commerce utilizes its global presence and international marketing expertise to help U.S. companies sell their products and services worldwide. Locate the trade specialist in the U.S. nearest you by visiting http://export.gov/usoffices.
1. Sole trader;
2. General or limited partnership;
3. Public or closed (private) joint stock company;
4. State (local government) enterprise;
5. Agricultural company;
6. Cooperative; and
7. Investment agency
The most typical enterprise is a joint stock company. An investor may buy into an existing company or establish a new one. Joint stock companies can be either partially or wholly foreign-owned. If a foreign investor requires a wholly foreign-owned company, the only appropriate option is a joint stock company.
The principal differences between private and public joint stock companies are the minimum amount of authorized share capital, the number of shareholders, and the circulation of shares. Presently, a public joint stock company must have minimum capital reserves of 43,400 euros (approx. $58,000) and at least 50 shareholders, and its shares must circulate and trade publicly. A closed joint stock company must have minimum capital reserves of 2,896 euros (approx. $3,8000 ) and a maximum 50 shareholders, and its shares may not circulate publicly or be traded.
Pre-incorporation steps
The investor must:
1. Secure the premises that will constitute the official address of the new company in the registration process;
2. Register the proposed name of the new company at the patent bureau;
3. Prepare and notarize the memorandum/agreement on incorporation and the by-laws of the new company; and
4. Open a savings account (several currencies, including dollars and euros, are acceptable) in a local bank in the name of the new company. Current regulations allow the transfer of funds either from foreign or domestic sources into the savings account in order to meet the minimum capital requirements and other requirements that vary according to the type of company. Opening the account is a routine procedure, but before withdrawing any funds, the investor must provide evidence of incorporation of the company. As part of the incorporation process, the bank issues a certificate documenting that the requisite funds (to meet the minimum capital requirements) are on deposit.
Upon completing the pre-incorporation steps, the investor must obtain the consent of the local municipality to establish the new company and, if the new company is in manufacturing, a permit from the Department of the Environment.
It may be necessary to obtain other licenses before commencing business, depending on the nature of the business to be undertaken.
Current regulations prohibit foreign investors from engaging in certain business activities, including, for example, those related to certain aspects of national security and defense.
Incorporation process
The investor must complete the pre-incorporation steps above, obtain all requisite licenses and permits, and register the company with a municipality, before recording the company in the Economy Ministry's Register of Enterprises.
If the investor is a company incorporated outside of Lithuania, the registrant must submit the following:
1. A certified copy of the registration certificate or other documentation proving that the investor is legally incorporated, acknowledged by the Embassy of the Republic of Lithuania in the country of incorporation;
2. A copy of the latest available audited balance sheet of the investor or other acceptable document confirming the investor's ability to meet the minimum capital requirement;
3. Documentation of the board of directors’ decision to incorporate a company in Lithuania and invest the required capital; and
4. A certified copy of the by-laws or memorandum and articles of association of the investor.
If the investor is a person, he/she must produce evidence (for example, a letter from a bank) confirming that he/she has the financial resources to meet the capital required for investment in the new company.
An official translation bureau in Lithuania must make any necessary translations.
In addition to the documents detailed above, the registrant must file the following documents with the registration application:
• an agreement/memorandum of incorporation certified by a notary public in Lithuania;
• by-laws certified by a notary public in Lithuania;
• a certificate from the patent and trademark bureau showing registration of the company name;
• documentary evidence confirming the new company's official address;
• minutes of the shareholders meeting appointing the directors of the new company; and,
• a certificate issued by a bank in Lithuania certifying that it has received the necessary capital for the company from abroad.
Once the registrant submits a complete application and all requisite documents to the Ministry of Economy, the Registrar of Enterprises must issue a registration certificate within 30 days.
Prepared by the International Trade Administration. With its network of more than 100 offices across the United States and in more than 75 markets, the International Trade Administration of the U.S. Department of Commerce utilizes its global presence and international marketing expertise to help U.S. companies sell their products and services worldwide. Locate the trade specialist in the U.S. nearest you by visiting http://export.gov/usoffices.