Who can be a company liquidator in Lithuania, and what are they liable for?

Only a natural person can be the liquidator of a private or public limited company (UAB or AB), and the same requirements apply to them as to the company’s CEO (vadovas) (Article 74(1) of the Law on Companies of the Republic of Lithuania (ABĮ)). The liquidator is appointed by whoever decided to liquidate: the general meeting of shareholders or a court. From appointment, the liquidator takes over the rights and duties of the CEO and the board. If the company turns out to be insolvent, the liquidator must suspend payments and start insolvency proceedings. A liquidator who fails to perform their duties, or performs them improperly, must compensate the resulting damage in full. Members can remove a liquidator they appointed, and a court can replace a liquidator who acts improperly on the application of members, a creditor or employees.

Who can be a liquidator

ABĮ Article 74(1) sets two rules. The liquidator can only be a natural person. The same requirements apply to them as to the CEO.

The requirements for a CEO are in ABĮ Article 37(2): the CEO must be a natural person, and a person who is not allowed by law to hold such a position cannot be CEO. One such restriction is in the Law on Insolvency of Legal Entities of the Republic of Lithuania (JANĮ). Under JANĮ Article 13(2), a court may restrict the right of the head of a legal person (vadovas) to act as head of a legal person or sit on a collegial management body for 1 to 5 years if that head, for example, did not start insolvency proceedings when they had to, or caused an intentional bankruptcy. From 1 January 2027 the first ground is widened: the restriction will also apply where the CEO did not file an application with the court to open insolvency proceedings although they had to.

The list of persons whose right has been restricted is published on the website of the Register of Legal Entities data controller (JANĮ Article 14(4)). Before appointing a liquidator, check that the candidate is not on this list.

The Civil Code requires the liquidator to have the necessary qualification (Article 2.108(3) of the Civil Code of the Republic of Lithuania (CK)). The provision does not define what that qualification is. Under the same part, several liquidators may be appointed. A liquidation commission is then formed, and one of the liquidators is appointed its chair.

The founding documents (for a company, the articles of association) or the law may set different rules for appointing a liquidator or name a specific liquidator. These rules do not bind a court or a creditors’ meeting (CK Article 2.108(2)).

ABĮ does not apply to a small partnership (mažoji bendrija, MB): CK Article 2.108(3) and MBĮ Article 30(6) apply instead. If several liquidators are appointed, only members of the MB can be liquidators (Article 30(6) of the Law on Small Partnerships of the Republic of Lithuania (MBĮ)).

Who appoints the liquidator

A general meeting of shareholders or a court that decides to liquidate a company must elect (appoint) its liquidator (ABĮ Article 73(5)). The general rule for all legal persons is CK Article 2.108(1): the members, the creditors’ meeting or the court that decided to liquidate must appoint a liquidator.

In two cases no liquidator is appointed at all:

• where the company is liquidated on the initiative of the Centre of Registers (Registrų centras, the data controller of the Register of Legal Entities), no liquidator is appointed, and the register’s data controller carries out the steps needed to deregister the company (CK Article 2.70(8)). What to do in that case is covered in Liquidation notice from the Centre of Registers: what to do and when;
• where the company is liquidated due to bankruptcy, the liquidator’s functions are performed by the insolvency administrator (JANĮ Article 84(1)).

What the liquidator may and may not do

From election (appointment), the liquidator acquires the rights and duties of the CEO and the board, and the CEO and the board lose their powers (ABĮ Article 73(6)). CK Article 2.110(2) adds that the provisions of Chapter VII of Book Two of the Civil Code on the bodies of a legal person apply to the liquidator mutatis mutandis.

This means the liquidator must follow the same duties of a management body member as the CEO. They must act in good faith and reasonably (CK Article 2.87(1)). They must avoid situations where their personal interests conflict or may conflict with the interests of the legal person (CK Article 2.87(3)). They must not mix the assets of the legal person with their own (CK Article 2.87(4)).

The liquidator’s freedom to enter into transactions is narrower than a CEO’s in a running company. A legal person in liquidation may only enter into transactions related to winding up its activities or provided for in the liquidation decision (CK Article 2.111). If another kind of transaction will be needed during the liquidation, it is worth providing for it in the liquidation decision itself. Documents the company uses in dealings with others must state its status “in liquidation” (likviduojama) (ABĮ Article 73(7)).

The liquidator’s main duties

The liquidator’s duties are set out in several places:

• announce the liquidation in the source named in the articles of association three times at intervals of not less than 30 days, or once and notify all creditors in writing (ABĮ Article 73(10));
• no later than the first day of the public announcement, submit to the register’s data controller the documents on the liquidation decision and data about themselves (ABĮ Article 73(11));
• settle with creditors first, in the order set by the Civil Code (ABĮ Article 73(13), CK Article 2.113(1));
• prepare the liquidation-end financial statement, the acts transferring assets to shareholders and the liquidation act, hand over the documents for storage, and submit to the register the documents needed for deregistration (ABĮ Article 74(2));
• complete the procedures and deregister the legal person within one year from registration of its status as a legal person in liquidation; before the deadline expires, an extension of one year may be requested (CK Article 2.110(3)).

From 1 November 2026, ABĮ will call the register’s data controller the “data controller of the Register of Legal Entities” (juridinių asmenų registro duomenų tvarkytojas). The liquidator’s duties themselves do not change. How these duties are carried out step by step is covered in During a UAB liquidation: employees, creditors, audit and the bank account.

When the liquidator must stop and file for insolvency

Shareholders cannot decide to liquidate an insolvent company (ABĮ Article 73(3)). But insolvency can also come to light after the liquidation has started. Insolvency is a state where a legal person cannot meet its property obligations on time or its liabilities exceed the value of its assets (JANĮ Article 2(7)).

In that case the liquidator must start insolvency proceedings (JANĮ Article 5(2)). JANĮ Article 7 names two actions: suspend all payments and start bankruptcy proceedings without delay. The proceedings are started by notifying creditors by registered letter, through bailiffs or courier service providers, or by secure electronic means (JANĮ Article 8(1)). The liquidator does not have to offer creditors an assistance agreement (JANĮ Article 8(4)(2)). The right to apply to the court arises from service of the liquidator’s notice on the creditors (JANĮ Article 16(1)(3)).

These JANĮ provisions do not change in the versions in force from 1 January 2027 and 1 May 2028. Who starts bankruptcy proceedings and how is covered in more detail in Does bankruptcy need shareholder consent? How insolvency is established.

What the liquidator is liable for

The main rule is CK Article 2.110(4): a liquidator who does not perform the duties set out in that article and in the laws governing legal persons of the relevant legal form, or performs them improperly, must compensate the resulting damage in full.

Because the rules for management body members apply to the liquidator, CK Article 2.87(7) applies as well: a management body member who does not perform the duties set out in that article or in the founding documents, or performs them improperly, must compensate the damage to the legal person in full, unless the law, the founding documents or a contract provide otherwise. Interpreting the liability of a company’s manager, the Supreme Court of Lithuania has held that such damage is compensated to the legal person itself, and a creditor may sue the manager directly only where the unlawful actions were aimed at that creditor and caused it individual damage (CK Article 6.263(1)), or after the liquidation of a company whose bankruptcy was declared intentional, where the manager was found at fault for it (ruling of 24 November 2025 in civil case No. e3K-3-173-1120/2025, paragraphs 15, 20 and 35; ruling of 26 June 2024 in civil case No. e3K-3-137-381/2024, paragraph 46). Under a creditor’s direct claim, the manager’s liability is subsidiary: it arises where the company itself cannot perform the obligation (same ruling, paragraph 48).

So before agreeing to become a liquidator, find out whether the company is solvent, who its creditors are and whether any court disputes are pending. Under ABĮ Article 73(15), while court disputes over the company’s debts are pending, assets may not be distributed to shareholders.

How a liquidator is removed or replaced

A liquidator may be removed in the manner set by the Civil Code (ABĮ Article 74(4)). A liquidator appointed by the members may be removed by a simple majority of the votes of the members attending the meeting (CK Article 2.109(1)).

The following may apply to the court to replace the liquidator (CK Article 2.109(2)):

• members holding at least 1/10 of all votes;
• a creditor whose claim is not less than the value set in that part;
• at least 1/5 of all employees of the legal person.

The ground is that the liquidator acts improperly, settles with creditors or members in bad faith, performs other duties in bad faith, or breaches the rights of members, creditors or employees.

More on liquidation

• Liquidation of companies: service page
• Liquidation initiated by the Centre of Registers
• Assets to shareholders on liquidation in Lithuania: when, how much, tax
• Debtor company in liquidation: how a creditor claims the debt in Lithuania
• Liquidation or bankruptcy: what to do when a company runs short of assets
• Does bankruptcy need shareholder consent? How insolvency is established
• Closing a Lithuanian company: liquidation, bankruptcy, merger or share sale
• Liquidating a UAB with a shareholder abroad: what can be done remotely
• Liquidation in Lithuania: archive certificate and state land lease tax
• Liquidation in Lithuania: annual financial statements and the AGM
• Shares in other companies during liquidation: act before deregistration
• After bankruptcy opens: CEO duties and what shareholders can still do

How to start

Send us the latest extract from the Centre of Registers, the articles of association, the latest balance sheet and the list of creditors. Tell us whether the liquidation decision has already been adopted and who has been appointed liquidator.

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

More about this service: Liquidation of companies.