Some aspects of incorporation of a private limited liability company in Lithuania where the incorporator or co-incorporator is a foreign legal entity

  • 2010-02-03
  • By Marius Matiukas, Associate lawyer

ECOVIS Miškinis, Kvainauskas ir partneriai advokatų kontora

In my previous article I provided an outline of incorporation, the most popular form of private legal entity in the Lithuanian Republic – the private limited liability company (UAB). However, the registration procedures of the private limited liability company where the incorporator or some co-incorporators are foreign legal entities have some additional requirements, which make the registration procedure a little bit more difficult and time consuming.

A company may be incorporated both by natural and by legal persons. Every incorporator of a company must acquire shares in the company and become its shareholder. The Instrument of Incorporation shall be drawn up when the company is established by two or more incorporators. If the company is formed by one person only, the act of establishment shall be drawn up. The Instrument of Incorporation of the company shall indicate:
- the incorporators (full name, personal number and address of the natural person; name of the legal person, legal form taken, its registration number, registered office, register in which data relating to the person is accumulated and kept and full name, personal number and place of residence of the representative of the legal person);
- the name of the company being incorporated;
- the persons who have the right to represent the company being incorporated and their rights and duties;
- the amount of the statutory capital of the company;
- nominal value of shares, the share issue price;
- the number of shares according to classes, the rights attached to the shares;
- the number of shares acquired by each incorporator and the number of shares according to classes;
- the procedure and time limits for the payment for the shares acquired by each incorporator, including the procedure and time limits for the payment of initial contributions;
- the contribution in kind and its value if payment for shares is made partly in kind;
- the time limits for convening the statutory meeting;
- the procedure for submitting the documents of the company being incorporated and of information relating to the statutory meeting to the incorporators;
- compensation of incorporation costs and remuneration for incorporation;
- the procedure for concluding contracts in the name of the company and for the approval thereof;
- the initial contribution repayment procedure should the company be refused registration;
- the date of signing of the Instrument of Incorporation.

The Instrument of Incorporation shall be signed by all incorporators or by persons authorized by them. In case the incorporator is a foreign legal entity, the incorporator shall need to provide the following documents:
- The document(s) confirming legal registration and/or incorporation of the legal entity at the home country (certificate of incorporation or similarly);
- The document approving the fact that the home company, following its legal decision-making procedures, has decided to establish the company in Lithuania;
- Authorization for the particular natural person to sign the documents of incorporation.  

It shall also be noted that the documents from the foreign incorporator (the last three mentioned above) must be properly certified, i.e. must have an Apostille. An apostille refers to the legalization of a document for international use under the terms of the 1961 Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents. Documents which have been notarized by a notary public, and certain other documents, and then certified with a conformant apostille are accepted for legal use in all the nations that have signed the Hague Convention.