Companies in Lithuania are entered in the Juridinių asmenų registras (Register of Legal Entities), the main state register of the country, which is operated by the state enterprise Registrų centras (Centre of Registers) under the Ministry of Justice. A legal person exists only from the moment of its registration there, and the Civil Code declares the register's data, documents and any other information filed with it to be public. Basic company data can be searched free of charge, while detailed data, extracts and certified copies are chargeable services.

The company registry in Lithuania

The official register is the Juridinių asmenų registras (Register of Legal Entities). Article 2.62 of the Civilinis kodeksas (Civil Code) states that a legal person must be registered in it, that the register holds both data and documents about legal persons, and that it is the principal state register; paragraph 3 lays down the disclosure principle, under which legal persons must file every item of information the law requires about themselves and their activity. Under Article 2.63 a legal person is deemed established from the moment of its entry in the register. The register is operated by the state enterprise Registrų centras (Centre of Registers), which also runs the real property register, the address register, the register of powers of attorney and the systems described below.

Article 2.66 of the Civil Code sets out what the register must show: the name, legal form, code and registered office of the legal person, its electronic delivery address, its bodies and the members of its management bodies with their personal identification data, the persons entitled to conclude transactions on its behalf and the limits of their powers, its branches and representative offices, restrictions on its activity, its legal status, its financial year and the dates on which its data and documents were changed. Applications are filed either through the self-service system of Registrų centras, signed with a qualified electronic signature such as a mobile signature or LT ID, or through a notary; incorporation using model founding documents is available online for a private limited company, an individual enterprise, a small partnership, an association, a public institution, a charity and sponsorship fund and a branch of a foreign company.

One register for companies, sole traders and non-profits

Lithuania keeps no separate registry for individual entrepreneurs. The Lithuanian equivalent of a sole trader, the individuali įmonė (individual enterprise), is itself a legal person with unlimited liability of its owner, and it is registered in the same Register of Legal Entities as a company, a partnership, an association or a foundation. The same is true of the mažoji bendrija (small partnership), the form most often chosen by small businesses since 2012.

One activity does fall outside the register: a natural person who works under the regime of individuali veikla (individual activity) without creating a legal person does not appear in the Register of Legal Entities at all, because that status is registered with the Valstybinė mokesčių inspekcija (State Tax Inspectorate) for tax purposes. Everything that is a legal person — private or public, commercial or non-profit — is in the register, together with the branches and representative offices of foreign companies.

Legal forms that can be registered in Lithuania

Lithuanian law divides legal persons into private and public ones, and each form is governed by its own statute which provides for registration in the Register of Legal Entities. The following forms can be entered in it:

  • Uždaroji akcinė bendrovė (UAB) — private limited company. The dominant form. Shareholders are not personally liable for the company's obligations, its shares may not be offered publicly, and the authorised capital may not be less than 1,000 euros.
  • Akcinė bendrovė (AB) — public limited company. A limited liability company whose shares may be offered and traded publicly under securities law; the authorised capital must be at least 25,000 euros.
  • Mažoji bendrija (MB) — small partnership. A limited liability legal person without a minimum capital requirement, whose members may only be natural persons and may not exceed ten; managed either by a meeting of members or by a single manager.
  • Individuali įmonė (IĮ) — individual enterprise. A legal person with a single owner who answers for its obligations with all personal assets — the closest Lithuanian equivalent of a sole trader.
  • Tikroji ūkinė bendrija (TŪB) — general partnership. A partnership whose members trade under a common name and are jointly and severally liable with all their assets.
  • Komanditinė ūkinė bendrija (KŪB) — limited partnership. A partnership with at least one fully liable general partner and at least one limited partner whose liability is confined to the contribution; widely used for investment funds.
  • Kooperatinė bendrovė (kooperatyvas) — cooperative society. A member-based undertaking serving the economic interests of its members, common in agriculture, forestry and credit.
  • Žemės ūkio bendrovė — agricultural company. A special form for agricultural production and services, in which members hold shares in the company's capital.
  • Europos bendrovė (SE) — European Company. The EU-wide public company form, registered in the Register of Legal Entities on the same basis as an AB.
  • Europos kooperatinė bendrovė (SCE) — European Cooperative Society. The EU cooperative form, registered in the same register.
  • Europos ekonominių interesų grupė (EEIG) — European Economic Interest Grouping. A cross-border grouping supporting the economic activity of its members, who bear unlimited joint liability.
  • Viešoji įstaiga (VšĮ) — public institution. A limited liability non-profit legal person providing services in the public interest, widely used in education, healthcare, culture and sport.
  • Asociacija — association. A membership organisation coordinating the activity of its members and representing their interests; political parties and trade unions are registered as their own statutory types.
  • Labdaros ir paramos fondas — charity and sponsorship fund. A non-profit legal person without members, established to administer assets for charitable or sponsorship purposes.
  • Sodininkų bendrija ir daugiabučių gyvenamųjų namų savininkų bendrija — gardeners' association and association of owners of apartment buildings. Member-based legal persons managing common gardening or residential property.
  • Religinė bendruomenė, bendrija ir centras — religious community, association and centre. Traditional and other religious communities recognised by law, which acquire legal personality through the register.
  • Valstybės ir savivaldybės įmonė, biudžetinė įstaiga — state and municipal enterprise, budgetary institution. The public legal persons through which the state and municipalities carry on economic activity or provide public services.
  • Filialas ir atstovybė — branch and representative office. Structural units of a Lithuanian or foreign entity that are not separate legal persons; they receive their own code and are entered in the register with their managers.

Information available from the Register of Legal Entities

Article 2.71 of the Civil Code states the rule plainly: the data of the Register of Legal Entities, the documents kept in it and any other information filed with it are public. A separate file is opened for every legal person, in which the documents submitted to the register, their copies and the related data are stored. Extracts issued by the register carry the mark išrašas tikras and copies of documents the mark kopija tikra, and they have prima facie evidentiary force.

Access is organised in layers. A free public search on the register's website returns the identifying data of any Lithuanian legal person — name, code, registered office, legal form and status — subject to a daily limit on the number of free queries. More detailed registration data, extracts of the register and copies of the documents in a company's file are chargeable services, ordered either through the self-service system or under a data supply agreement with Registrų centras. Statutory public announcements about legal persons, such as notices of reorganisation or liquidation, are published by the register in its own public notices channel.

For bulk work the register publishes open data under a Creative Commons Attribution 4.0 licence, updated daily and downloadable in CSV and XLSX. The sets include registered and deregistered legal persons, their registered offices, their management and supervisory bodies, data by authorised capital, and the balance sheet data of the annual financial statements filed with the register for every year since 2016. Annual financial statements themselves are filed with the Register of Legal Entities, not with the tax authority, and the documents can be ordered from it.

What is restricted

Beneficial ownership is the clearest limit. Data on beneficial owners are collected in JANGIS, the beneficial owners subsystem of the participants information system, and an extract of a legal person's beneficial owners is issued only to the legal persons that have themselves filed a current list of beneficial owners and to persons who have concluded a data supply agreement with Registrų centras. There is no open public lookup of beneficial owners as there is for the register's identifying data, and financial institutions, notaries, bailiffs and auditors use the system in order to meet their own anti-money-laundering duties.

The list of shareholders is handled in a comparable way through JADIS, the participants information system, from which extracts and lists are ordered as a separate service rather than displayed in the free public search. Personal identification codes and other personal data of the individuals shown in the register are protected under data protection law and are not disclosed in the openly published data sets, even though the persons themselves — directors, board members, representatives — are part of the public register data.

Documents that can be obtained from the register

  • Juridinių asmenų registro išrašas (extract of the Register of Legal Entities). The official statement of a legal person's current registered data — name, code, registered office, legal form, bodies, managers and their powers — issued electronically or on paper and marked as a true extract.
  • Elektroninis sertifikuotas išrašas (electronic certified extract, ESI). A certified electronic extract that can be viewed and verified online, intended for use where a signed paper document would otherwise be required.
  • Išplėstinis išrašas su istoriniais duomenimis (extended extract with historical data). The sequence of earlier entries and changes, used in due diligence, litigation and the reconstruction of a company's corporate history.
  • Juridinio asmens dokumentų kopijos (copies of a legal person's documents). Copies of the documents in the register file — founding acts, articles of association, decisions of the bodies — marked as true copies.
  • Įstatai arba nuostatai (articles of association or regulations). The constitutional document in force, showing the governance structure, the competence of the bodies and the rules of representation.
  • Finansinių ataskaitų dokumentai (financial statement documents). The annual financial statements filed with the register, used to assess a counterparty's financial position and its compliance with the filing obligation.
  • Duomenų apie naudos gavėjus išrašas (extract of beneficial owner data, JANGIS). The ultimate beneficial owners of a legal person and the whole control structure, available in Lithuanian or English to the categories of recipients described above.
  • Dalyvių išrašas ir sąrašas (extract and list of participants, JADIS). The record of the shareholders or members of a legal person and of changes in their holdings.
  • Įgaliojimų registro išrašas (extract of the register of powers of attorney). Confirmation of the powers of attorney and procurations registered for a person, in summary or detailed form.
  • Jungtinė pažyma (composite certificate). A single certificate combining data held in several registers about the same entity, used where a counterparty or an authority asks for consolidated confirmation.

Frequently Asked Questions

What is the business register in Lithuania called?

It is the Juridinių asmenų registras (Register of Legal Entities), the main state register of the country. It is operated by the state enterprise Registrų centras (Centre of Registers), which publishes its data on registrucentras.lt.

Is the Lithuanian company register free to use?

Partly. A free public search returns the identifying data of any legal person, within a daily limit on queries, and the register publishes daily open data sets under a Creative Commons licence. Detailed registration data, register extracts and copies of documents from a company's file are chargeable services.

Are sole traders registered separately in Lithuania?

No. The Lithuanian counterpart of a sole trader, the individuali įmonė, is a legal person and is entered in the same Register of Legal Entities as companies. A natural person carrying on individuali veikla without forming a legal person is instead registered with the State Tax Inspectorate and does not appear in the register.

What is the minimum share capital of a Lithuanian UAB?

The authorised capital of a private limited company may not be less than 1,000 euros, a threshold reduced from 2,500 euros with effect from 1 May 2023. A public limited company needs at least 25,000 euros, while a small partnership has no statutory minimum capital.

Where can I find the financial statements of a Lithuanian company?

Annual financial statements are filed with the Register of Legal Entities itself. The documents can be ordered from Registrų centras, and the balance sheet data of the statements filed each year are published as open data in CSV and XLSX.

Can I look up the beneficial owner of a Lithuanian company?

Not through an open public search. Beneficial owner data are kept in the JANGIS subsystem, and extracts are issued to the legal persons that have filed a current list of their own beneficial owners and to persons who have concluded a data supply agreement with Registrų centras; the extract is available in Lithuanian or English.

Sources

Keywords

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