Branch, representative office or subsidiary: starting out in Lithuania

A foreign company can operate in Lithuania through a branch (filialas), a representative office (atstovybė) or a subsidiary, for example a private limited liability company (uždaroji akcinė bendrovė, UAB). A branch and a representative office are not legal persons. They are units of the foreign company itself, so the foreign company is liable for their obligations. A branch can carry out all or part of the company’s functions, while a representative office’s right to enter into transactions is limited to dealings with the company that set it up and its related companies. A subsidiary UAB is a separate legal person with limited civil liability, which is liable for its own obligations.

Branch: a unit of the company, not a separate legal person

A branch of a legal person is a structural unit that has its own registered office and performs all or part of the legal person’s functions (Article 2.53(1) of the Civil Code of the Republic of Lithuania, CK). A branch is not a legal person (Article 2.53(2) CK). The same part sets liability in both directions: the legal person is liable for the branch’s obligations, and the branch is liable for the legal person’s obligations (Article 2.53(2) CK). So the branch’s assets in Lithuania can also be used to pay the foreign company’s debts.

The establishment and activity of branches of foreign companies are governed by Article 75 of the Law on Companies of the Republic of Lithuania (ABĮ). It applies to branches of companies set up in EU and EEA states, and to branches of legal persons from other states whose legal form is similar to a company (Article 75(1) ABĮ). A branch of a foreign company is deemed established from its registration (Article 75(2) ABĮ). From 1 November 2026 the ABĮ uses the term “Register of Legal Entities information system” (Juridinių asmenų registro informacinė sistema) at this point, but the rule does not change. In its activity the branch follows the Civil Code, the ABĮ and other Lithuanian laws (Article 75(6) ABĮ).

A branch operates under regulations (nuostatai) approved by the legal person. They state the branch’s name, its objectives, its management body and that body’s powers, and other provisions (Article 2.54(1) CK). Model branch regulations are approved by the Government or an institution it authorises (Article 2.54(3) CK).

A branch is headed by a branch manager. The manager is the one responsible for filing documents and data with the register (Article 75(3) ABĮ), and data about the branch manager are entered in the register (Article 77(1)(6) ABĮ). Once it has registered a branch, the foreign company must inform the register of changes to its documents and data and of its legal status (Article 2.55(3) CK).

Is a branch a separate legal person, and what details go on its documents

No, a branch is not a separate legal person (Article 2.53(2) CK). Its documents must therefore show whose unit it is.

The documents a branch of a foreign company uses in dealings with others must state the information listed in Article 2.44 CK about the foreign company that set up the branch, the register in which the branch’s data are kept, and the branch’s code (Article 75(4) ABĮ). The register in which the foreign company itself is registered is not stated if the law applicable to that company does not require registration (Article 75(4) ABĮ).

Article 2.44(1) CK lists what must be stated: name, legal form, registered office, electronic delivery box address, code, and the register in which the data are kept. The same information must also appear on the branch’s website, if it has one (Article 75(5) ABĮ).

If the branch is set up by a foreign legal person whose form is not similar to a company, the general rule applies: the branch’s documents give the equivalent information about the legal person as well (Article 2.55(2) CK). The same rule applies to the documents of a representative office (Article 2.58(2) CK).

Representative office: narrower rights

A representative office is a unit of a legal person that has its own registered office (Article 2.56(1) CK). It is not a legal person (Article 2.56(3) CK).

A representative office may represent and defend the company’s interests, enter into transactions and perform other acts in the company’s name, and carry out export and import operations. But this is allowed only between the foreign legal person that set up the representative office, or companies, institutions or organisations related to it, and the representative office (Article 2.56(2) CK). The representative office acts in the company’s name, so the rights and obligations under its transactions belong to the foreign company itself (Article 2.56(2) and (3) CK).

A representative office also operates under regulations approved by the company. They state its name, registered office, objectives, management body and that body’s powers (Article 2.57(1) CK). Once it has registered a representative office, the foreign company must inform the register of changes to its documents and data and of its legal status (Article 2.58(3) CK).

If you plan to sell goods or services to local customers in Lithuania, a representative office is not suitable, because its transactions are subject to the limit just described (Article 2.56(2) CK). Choose a branch or a subsidiary.

How a branch and a representative office are registered

For a branch and a representative office of a foreign company, the Regulations of the Register of Legal Entities (Juridinių asmenų registro nuostatai, JAR Regulations) set the same list of documents (point 94 of the JAR Regulations). For a branch of a foreign company to which Article 75 ABĮ applies, only the documents listed in Article 76 ABĮ are filed with the register (Article 75(3) ABĮ, Article 76(1) ABĮ). Among others, it includes the founder’s founding documents, the foreign register extract, the branch or representative office regulations, the decision to set it up, and a licence where the law requires one to be issued before establishment (point 94 of the JAR Regulations). The documents of branches and representative offices of foreign legal persons are submitted to a notary (point 45 of the JAR Regulations). The exception: the documents of a branch of a limited liability company set up in another EU or EEA state can be filed electronically and directly with the Centre of Registers, if the branch regulations follow the model regulations for company branches, the name does not use the short name of the State, “Lietuva”, and the objectives are chosen from the Classification of Economic Activities (point 47¹ of the JAR Regulations). Which document can stall the registration and when an apostille is needed we described in A foreign company’s branch in Lithuania: the document on which registration can stall. How a branch is closed we described in Closing a foreign company’s branch in Lithuania: steps and what can stop it.

Subsidiary: a separate UAB

A subsidiary is a separate legal person. A foreign company can found a UAB, because the founders of a company can be both natural and legal persons (Article 6(1) ABĮ). The ABĮ links the parent–subsidiary relationship to a majority of votes or the ability to exercise decisive influence (Article 5(1) ABĮ).

A UAB is a private legal person with limited civil liability (Article 2(2) ABĮ). Its registered office must be in Lithuania (Article 2(7) ABĮ). A participant is not liable for the legal person’s obligations, except in cases set out in law or in the founding documents (Article 2.50(2) CK). So, unlike with a branch, the parent company is not liable for the subsidiary UAB’s debts. The exceptions are cases set out in law or in the founding documents (Article 2.50(2) CK) and a participant’s bad-faith actions that leave the legal person unable to perform an obligation. In that case the participant is liable on a subsidiary basis (Article 2.50(3) CK). The Supreme Court of Lithuania requires all three conditions: unlawful and culpable acts of the participant, the legal person’s inability to perform the obligation, and a causal link between the two (LAT e3K-3-86-469/2024, para 43).

A subsidiary UAB has its own bodies: a general meeting of shareholders and a manager (Article 19(1) ABĮ). Its authorised capital must be no less than the minimum set by law (Article 2(4) ABĮ). On its documents a UAB states its own details under Article 2.44 CK (Article 2(6) ABĮ). Which documents are needed to set up a UAB and who signs them when the founder is abroad we covered in Setting up a UAB step by step: documents, signatures and the notary.

For tax purposes a branch and a subsidiary are treated differently, so assess the tax consequences before choosing the form.

How to choose

• A representative office fits when you only want to represent the company’s interests in Lithuania and act in dealings with your own company and related companies (Article 2.56(2) CK).
• A branch fits when you want to carry out all or part of the company’s activity without a separate legal person and accept that the foreign company itself will be liable for the branch’s obligations (Article 2.53(2) CK).
• A subsidiary UAB fits when you want the risk of the Lithuanian business to stay in a separate legal person (Article 2.50(2) CK).

More on setting up a company

• Establishment of legal entities: service page
• Converting an MB into a UAB: decision, capital, creditors, timing
• Reducing a UAB’s share capital in Lithuania: purposes, creditors, deadlines
• Non-cash contributions to a UAB’s capital: assets, valuation and loans
• Amending UAB articles in Lithuania: votes, notary and registration
• Changing the CEO of a UAB: who decides, how to register, when it applies

How to start

Send us the foreign company’s register extract and articles of association, and tell us what activity you plan in Lithuania and with whom you will enter into transactions. We will tell you which form fits and which documents will be needed.

Phone +370 5 212 1506, email info@linden.lt

More about this service: Establishment of legal entities.