[ESTABLISHING A BUSINESS ENTITY IN LITHUANIA] 311
• submission of shareholders’ list to the Information System of Legal Entities Participants (JADIS) (applicable to UAB); • registration of beneficial owners in the sub-system (JANGIS) of Information System of Legal Entities Participants (JADIS) (applicable legal entities of all legal forms). To establish a branch or a representative office in Lithuania, the following main steps must be taken: • making an interim name reservation (optional); • adoption of a decision by a competent body of the founder to establish a branch or a representative office in Lithuania, to appoint a manager (head) of a branch or a representative office; • obtaining a consent of the owner for premises wherein a branch or a representative office shall be domiciled; • preparation and approval of regulations of a branch or a representative office by a competent body of the founder; • notarizing the establishment documents at the notary; • registration of establishment documents with the Register of Legal Entities. In addition to the above-mentioned documents of the foreign founder the annual financial statements for the last financial year and consolidated financial statements, if such statements are required by the laws of a foreign state, must be submitted to the Register of Legal Entities in case of establishment of a branch or a representative office by a foreign company (officially certified (i.e., apostilled or legalized) and translated into Lithuanian language). Also, copies of personal
documents of persons authorized to act on behalf of the founder shall be required. The registration of a company or a branch or a representative office takes up to 3 business days as of submission of all documents to the Register of Legal Entities. There is also a possibility to register UAB online. However, there are certain requirements that must be met: • the founder must have a qualified e- signature; • the Articles of Association and the Deed of Incorporation of UAB shall be of the form approved by the Government; • the name of UAB must be reserved in advance and not include a word “Lithuania” in it; • the premises whereat UAB shall be registered must be solely owned by the founder and the founder should have a right to freely dispose of it (the premises shall not be seized, pledged, mortgaged, etc.);
the authorized capital must be paid by monetary contributions.
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While registering UAB online, there is no need to visit a bank for opening of an accumulative bank account. Online system allows to select the commercial bank, credit or electronic money institution operating in Lithuania whereat an accumulative bank account may be remotely opened under UAB’s name. The company establishment online may be chosen in case all of the founders have a digital signature issued by the Register of Legal Entities, mobile signature issued by one of the Lithuanian mobile network operators or a digital signature, which is integrated in the Lithuanian identity card.
ILN Corporate Group – Establishing a Business Entity Series
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