Foreign company raising a UAB’s capital: documents, signatures, deadlines

When a UAB’s shareholder is a foreign company, the decision to increase the capital is signed on its behalf by whoever can represent it under the law of its country and its own articles. The decision itself is not certified by a notary: within 10 days a document confirming it is filed with the register, and for electronic filing a copy certified with a qualified electronic signature is enough. The foreign shareholder’s registration is proven by an extract from its register with an apostille or legalised, unless that country’s register data are public and open to everyone without payment or reachable through the Register Interoperability System, and documents confirming the representative’s right to vote are attached to the minutes of the meeting. Documents not in Lithuanian need a translation signed by a translator. The amended articles of association are filed with the register within 6 months. A notary will be needed for them if the conditions for direct electronic filing are not met, for example if the company does not use the model articles or the shares are not paid for in money.

Who signs the decision for the foreign shareholder

The civil capacity of a foreign legal person is determined by the law of the state where it was established (Article 1.19(1) of the Civil Code of the Republic of Lithuania, CK). The same law decides what its bodies are, what powers they have and who represents it (Article 1.20(1) CK). A legal person acquires rights and assumes obligations through its bodies (Article 2.81(1) CK). The shareholder decision of the Lithuanian UAB is therefore signed by the foreign company’s director or another body that can represent it under its articles and the law of its country, or by a person it has authorised.

Where there is a single shareholder, no minutes need to be drawn up (Article 29(1) of the Law on Companies of the Republic of Lithuania, ABĮ). Where all the shares belong to one person, that person’s written decisions are equivalent to decisions of the general meeting of shareholders (Article 29(7) ABĮ). Minutes signed electronically must be signed with a qualified electronic signature (Article 29(3) ABĮ). Qualified electronic signatures from third countries are recognised under Article 14 of Regulation (EU) No 910/2014 (Article 29(3) ABĮ), which treats them as equivalent to EU qualified services only where they are recognised by implementing acts or by an agreement between the Union and that country (Article 14(1) of Regulation (EU) No 910/2014). Powers of attorney and other documents confirming the right to vote are attached to the minutes (Article 29(5) ABĮ).

We discuss who signs when the shareholder is a parent company in Who signs company documents.

How to prove registration and the representative’s right to vote

When data about a foreign legal person are filed, an extract from its register is provided, or another document confirming its registration where no extract is issued (point 60 of the Regulations of the Register of Legal Entities, JAR Regulations). Extracts from foreign registers are filed legalised or with an apostille. No extract is filed where that state’s register data are public and open to everyone without payment or accessible through the Register Interoperability System (point 70 of the JAR Regulations). The extract confirms registration; it shows the representative’s authority only if it names the representative. Otherwise a power of attorney or other document confirming the person’s right to vote is attached to the minutes (Article 29(5) ABĮ). Where a sole shareholder adopts the decision and no minutes are drawn up, Article 29(5) ABĮ does not apply directly, so it is worth attaching such documents to the decision itself.

Documents for the notary and the register are filed in the state language (point 62 of the JAR Regulations). If a document is in another language, a translation signed by a translator is attached (point 63 of the JAR Regulations). This also applies to the decision if the foreign shareholder signs it only in its own language. It is easier to prepare a bilingual decision with Lithuanian text from the start.

If a notary will certify the documents, the notary accepts official documents issued abroad if they bear an apostille or are legalised, unless international treaties or EU law provide otherwise (Article 54 of the Law on the Notarial Profession, NĮ). We explain when an apostille is needed and what it does not confirm in Translation, notary and apostille.

Does the decision have to be certified by a notary

No. The document confirming the decision to increase the share capital is filed with the Register of Legal Entities within 10 days of the decision (Article 49(5) ABĮ). A UAB files the document confirming its decision in every case where register data change (point 139.2 of the JAR Regulations), and for a capital increase the decision to increase the share capital itself is filed (point 142.1 of the JAR Regulations).

The register receives originals, or copies certified by a notary, an advocate or in the way set by the JAR Regulations. For electronic filing, copies certified in the way set in point 68 of the JAR Regulations may be filed (point 65 of the JAR Regulations), that is, with a qualified electronic signature (point 68 of the JAR Regulations). A decision the foreign shareholder signed by hand can therefore be scanned, and a copy certified with a qualified electronic signature filed with the register.

A notary may be needed later, when the amended articles are registered. They can be filed electronically directly with the Centre of Registers only where the UAB uses the model articles, does not use the word “Lietuva” in its name, chooses its objects from the classifier and the shares are paid for with a money contribution (point 46 of the JAR Regulations). In other cases the documents go to a notary (point 48 of the JAR Regulations), who receives the full amended text of the articles and the documents confirming the changes (point 50 of the JAR Regulations).

Share subscription agreement and payment

The foreign shareholder subscribes for new shares by entering into a share subscription agreement with the company (Article 44(1) ABĮ). The agreement is in simple written form, except where the whole amount for the subscribed shares or part of it is paid with real estate (Article 44(2) ABĮ). The agreement states the subscriber’s details, the number of shares, the amount for which they are issued, and the payment procedure and deadlines (Article 44(3) ABĮ).

In a UAB, each subscriber’s initial contribution in money must be at least 1/4 of the nominal value of the shares they subscribed for (Article 45(4) ABĮ). The amended articles are registered only after the shares have been subscribed and the initial contributions paid (Article 50(4) ABĮ). From 1 November 2026 the law says they are entered into the information system of the Register of Legal Entities, and the condition does not change (Article 50(4) ABĮ, version from 2026-11-01). If the other shareholders’ pre-emption right is not withdrawn, the period to exercise it cannot be shorter than 14 days from the day the Register of Legal Entities publishes the notice, or from delivery of the notice or dispatch of the registered letter to the shareholder (Article 57(3) ABĮ).

The deadlines in one place

• 10 days from the decision: the document confirming the decision goes to the register (Article 49(5) ABĮ). From 1 November 2026 the addressee is called the data controller of the Register of Legal Entities, and the deadline does not change (Article 49(5) ABĮ, version from 2026-11-01).
• 10 days: the decision to withdraw the pre-emption right goes to the register (Article 57(8) ABĮ).
• 6 months from the decision: the amended articles go to the register. If this deadline is missed, the decision is treated as invalid, and contributions are returned on the subscriber’s written demand (Article 49(9) ABĮ). From 1 November 2026 the addressee is called the data controller of the Register of Legal Entities, and the deadline does not change (Article 49(9) ABĮ, version from 2026-11-01).
• 12 months from the date of the agreement: the longest period for paying for the shares in full (Article 45(8) ABĮ).
• The capital is treated as increased only once the amended articles are registered (Article 49(9) ABĮ). From 1 November 2026 that moment will be the entry of the amended articles into the information system of the Register of Legal Entities (Article 49(9) ABĮ, version from 2026-11-01).
• 5 days: after a change of shareholders, their data are filed with the Information System of Participants of Legal Entities (JADIS), counted from receipt of the documents on which the entries are based (Article 41¹(2) ABĮ). From 1 November 2026 the addressee is called the JADIS data controller, and the deadline does not change (Article 41¹(2) ABĮ, version from 2026-11-01). The filing also states that the shares were acquired through a capital increase (Article 41¹(1) ABĮ). The company’s manager is responsible for this (Article 41¹(3) ABĮ).

The 10-day and 6-month periods run from the date of the decision (Article 49(5) and (9) ABĮ), the 12-month period from the date of the share subscription agreement (Article 45(8) ABĮ), and the 5-day period from receipt of the documents (Article 41¹(2) ABĮ). It is therefore worth gathering the foreign shareholder’s documents (the extract with an apostille, the translation, any power of attorney) before the decision is adopted, so that the 10-day period does not start without them.

More on share capital

• Issuing new UAB shares: documents, signatures and doing it remotely
• Non-cash contributions to a UAB’s capital: assets, valuation and loans
• Reducing a UAB’s share capital in Lithuania: purposes, creditors, deadlines
• Foreign-owned UAB: bank account, identification and documents

How to start

Send us the company’s articles of association and the foreign shareholder’s register extract, and tell us who will sign on its behalf, how many shares it will take and how they will be paid for. We will tell you whether a notary and an apostille are needed and prepare a bilingual decision and the share subscription agreement.

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

More about this service: Authorised capital increases and decreases.