Increasing a UAB’s share capital step by step: deadlines and what happens if you miss them

A UAB’s share capital is increased in four steps: the shareholders adopt a decision, someone subscribes for the new shares and pays at least part of them, the company amends its articles of association, and the register registers them. The document confirming the decision goes to the register within 10 days, and the amended articles within 6 months of the decision. The shares must be paid in full within the term set in the subscription agreement, which cannot exceed 12 months. If the 6-month deadline is missed, the decision is deemed invalid and the contributions are returned on the subscriber’s written demand. If a subscriber does not pay on time, the company itself is deemed to have acquired the shares. The capital cannot be increased with a backdated effect: it counts as increased only once the amended articles are registered.

We have already written separately on issuing new shares and who signs what, on converting a shareholder loan into shares and on what to do when the shareholder is a foreign company. This article puts the whole process in one place and covers what those articles do not: what happens when one of the deadlines is missed.

Before you start: two questions

Has the existing capital been paid in full? A company may increase its share capital only when its share capital has been paid in full (Article 49(4) of the Law on Companies of the Republic of Lithuania, ABĮ). If an earlier issue is still unpaid, it has to be paid first.

Where is the money coming from? The route depends on the source.

• Additional contributions. Capital is increased by contributions of shareholders or other persons only by issuing new shares (Article 50(1) ABĮ). The nominal value of existing shares cannot be raised in exchange for new contributions.
• The company’s own funds. Capital may be increased from retained earnings, share premium and reserves, except the financial assistance, own shares and mandatory reserves. New shares are then issued to the shareholders without payment, or granted under the statutory procedure to employees, managers and board members of the company or its group, or the nominal value of existing shares is increased (Article 51(1) ABĮ). If the balance sheet shows losses, capital may be increased only from the revaluation reserve (Article 51(3) ABĮ). More in our article on increasing capital from profit.

Step 1. The decision

Share capital is increased by a decision of the general meeting of shareholders (Article 49(1) ABĮ). It needs a majority of at least 2/3 of the votes carried by the shares of the shareholders attending the meeting (Article 28(1)(10) ABĮ). Where there is a single shareholder, that shareholder’s written decision is equivalent to a decision of the meeting (Article 29(7) ABĮ). Where the company has shares of different classes, the holders of each class whose rights are affected by the increase, including holders of non-voting preference shares, vote separately (Article 49(1) ABĮ).

If capital has to be increased often, the meeting can let the board, or the manager if there is no board, do it. This authority is given for a period of no more than 5 years, and the decision states the amount up to which the capital may be increased (Article 49(2) ABĮ). This decision needs a majority of at least 3/4 of the votes (Article 28(2) ABĮ). It must also state whether the board may withdraw the pre-emption right and whether the capital may be increased with non-cash contributions (Article 49(2) ABĮ). The first time the authority is used, the meeting’s decision granting it is also filed with the register (Article 49(6) ABĮ).

It pays to word the decision so that it survives surprises. If not all shares are subscribed, the capital can be increased by the total nominal value of the subscribed shares only, and only if the decision itself provides for that possibility (Article 49(8) ABĮ). If shares are to be paid with a non-cash contribution, the decision names each person paying that way, the nominal value of those shares and the amount for which they are issued (Article 45(6) ABĮ).

The other shareholders’ pre-emption right. Shareholders have a pre-emption right to acquire new shares in proportion to the nominal value of their shares (Article 49(7) ABĮ). The period given to them cannot be shorter than 14 days from the register administrator’s public announcement or from the day the notice is delivered to the shareholder or sent by registered letter (Article 57(3) ABĮ). The pre-emption notice goes to the register no later than the day it is published, delivered or sent by registered letter (Article 57(2) ABĮ). The right can be withdrawn by a majority of at least 3/4 of the votes (Article 28(2) ABĮ), but only where the person who will be entitled to acquire the shares is known (Article 57(5) ABĮ). How to handle this without a long wait is covered in our article on the pre-emption right.

Step 2. Within 10 days: the decision to the register

The document confirming the decision to increase the share capital must be filed with the administrator of the register of legal entities within 10 days of the date of the decision (Article 49(5) ABĮ). The same 10-day deadline applies to a decision withdrawing the pre-emption right (Article 57(8) ABĮ).

What does missing this deadline mean? Article 49 ABĮ, unlike for the 6-month deadline, does not set a separate consequence for the 10-day deadline. However, failing to file documents with the register on time is an administrative offence for which a fine may be imposed on the company’s manager or another person named in the law or the founding documents (Article 223(1) of the Code of Administrative Offences, ANK). It is therefore simplest to file the decision as soon as it is signed.

Step 3. Subscribing for and paying for the shares

New shares are subscribed for by the company and the acquirer concluding a share subscription agreement (Article 44(1) ABĮ). It is in simple written form. A notarial form is needed only where the shares are paid wholly or partly with real estate (Article 44(2) ABĮ).

Four rules on the money:

• The amount for which a share is issued cannot be lower than its nominal value (Article 45(2) ABĮ).
• In a UAB, each subscriber’s initial cash contribution must be at least 1/4 of the nominal value of the shares they subscribed for (Article 45(4) ABĮ). Where the subscribed shares are paid for entirely in kind, the whole contribution is transferred to the company within the term for initial contributions (Article 45(9) ABĮ).
• All shares must be paid within the term set in the agreement, no longer than 12 months from the date of the agreement (Article 45(8) ABĮ).
• A non-cash contribution is valued by an independent property valuer, and the report is given to the company before the shares are subscribed (Article 45(5) ABĮ). The statute allows a few exceptions, for example where an independent valuer already set the value no earlier than 6 months before (Article 45¹(1) ABĮ). How this works is in our article on non-cash contributions.

Shares count as paid when the last cash contribution is made or the last part of a non-cash contribution is transferred to the company (Article 45(10) ABĮ). The company cannot release a subscriber from the obligation to pay, except in one liquidation case: where the company is liquidated because its formation was declared invalid and it can meet its obligations to creditors. The subscriber may then be released only from the part of the unpaid contribution that it would get back when the company’s assets are distributed (Article 45(11) ABĮ).

Step 4. Within 6 months: the new articles to the register

Articles amended because of a capital increase by additional contributions are registered only after the shares have been subscribed and the initial contributions paid (Article 50(4) ABĮ). They must be filed with the register administrator within 6 months of the date of the decision to increase the capital (Article 49(9) ABĮ).

The register receives an application to enter the changes, the document confirming the decision and the full text of the amended articles (points 139.1 to 139.3 of the Regulations of the Register of Legal Entities, JAR Regulations point 139). For a capital increase, the capital increase decision is added and, where they apply, the documents confirming the pre-emption offer or its withdrawal. Where payment is non-cash, a property valuation report and/or, where the law requires it, a certificate is added. The certificate goes to the register administrator no later than one month after the day of the non-cash payment (Article 45¹(7) ABĮ). Where capital is increased from the company’s own funds more than 6 months after the end of the financial year, a set of interim financial statements is added (JAR Regulations point 142).

Will a notary be needed? The documents can be filed electronically directly with the Centre of Registers when the company uses the model articles, does not use the word “Lietuva” in its name, chooses its objects from the classifier and the shares are paid with a cash contribution (JAR Regulations point 46). Otherwise, the amended articles go to a notary, who receives the full amended text of the articles and the documents confirming the changes (JAR Regulations point 50). In practice a notary is therefore usually needed when the articles are not the model ones or when payment is made in property.

When capital is increased from the company’s own funds. The decision is based on a set of financial statements. Within 6 months of the end of the financial year the annual set can be used; after that, an interim set prepared no earlier than 3 months before the date of the decision is needed (Article 51(2) ABĮ). The decision can also be taken by the board or the manager if they have been given that power (Article 51(2) ABĮ).

Step 5. After registration

Share capital counts as increased only once the amended articles are registered in the register of legal entities (Article 49(9) ABĮ). You therefore cannot increase the capital with a backdated effect: the date of the decision and the date the money was paid change nothing. Until registration, the subscriber may not transfer the shares to others (Article 46(6) ABĮ).

Once the articles are registered, new intangible shares are recorded as entries in the shareholders’ personal securities accounts (Article 49(10) ABĮ). Where the shareholders or their details change, the data are filed with the Information System of Legal Entity Participants (JADIS) no later than 5 days after receipt of the documents on which the entries are based (Article 41¹(2) ABĮ). The company’s manager is responsible for this (Article 41¹(3) ABĮ).

What happens when a deadline is missed

The 6 months have passed. If the amended articles were not filed with the register administrator within 6 months of the decision, the decision to increase the capital is deemed invalid (Article 49(9) ABĮ). The contributions paid for the subscribed shares must, on the subscriber’s written demand, be returned immediately and without any deductions (Article 49(9) ABĮ). The law links the refund to the subscriber’s demand. If the company still wants to increase its capital, the safest course is a new decision. Court practice differs on whether a missed deadline can be restored by a court. The Vilnius Regional Court, sitting on appeal, in its judgment of 11 January 2024 in civil case No. e2A-34-661/2024 (at the time this rule was Article 49(7) ABĮ), called this deadline preclusive. The Klaipėda District Court, a first-instance court, by its ruling of 5 November 2025 in civil case No. e2YT-23120-884/2025, restored a missed deadline because it found it had been missed for good reasons: the company had made an honest mistake, went to court without delay, and the restoration did not harm anyone else’s rights. That ruling could be appealed within 7 days. We found no higher-court decision in the case, but we also found no confirmation that the ruling became final. We found no ruling of the Supreme Court on the point, so do not count on a restoration: file the articles within 6 months.

This rule does not apply to a decision to issue convertible bonds (Article 49(9) ABĮ).

A subscriber did not pay on time. If a subscriber does not pay for the shares within the term set in the subscription agreement, the company itself is deemed to have acquired the shares, and the subscription agreement with that person is invalid. Contributions already paid are not returned. Within 12 months of the end of the payment term the company must transfer those shares to other persons or reduce its capital by cancelling them (Article 45(12) ABĮ). It is therefore worth setting a realistic payment term in the agreement, not the shortest possible one.

Not all shares were subscribed. The capital is increased only by the amount of the subscribed shares, if the decision provided for this. The board or the manager then amends the capital and the number or nominal value of the shares in the articles and files them with the register (Article 49(8) ABĮ). If the decision does not provide for this, the law does not give that option.

The 10 days have passed. As noted, Article 49 ABĮ sets no separate consequence, but filing documents with the register late may lead to a fine on the manager (Article 223(1) ANK).

All the deadlines in one place

• No later than the day the notice is published, delivered or sent: the pre-emption notice to the register (Article 57(2) ABĮ).
• 14 days or longer: the pre-emption period, if the right is not withdrawn (Article 57(3) ABĮ).
• 10 days from the decision: the document confirming the decision to the register (Article 49(5) ABĮ).
• Within 10 days: a decision withdrawing the pre-emption right, to the register (Article 57(8) ABĮ).
• 6 months from the decision: the amended articles to the register, otherwise the decision is invalid (Article 49(9) ABĮ).
• 12 months from the agreement: the longest term for paying the shares in full (Article 45(8) ABĮ).
• 1 month from the non-cash payment: the Article 45¹(5) ABĮ certificate to the register (Article 45¹(7) ABĮ).
• 5 days from receipt of the documents: the data to JADIS (Article 41¹(2) ABĮ).

The 10-day and 6-month deadlines run from the decision, the 12-month term from the subscription agreement. The 6-month deadline for the register can therefore end before full payment. The articles can be registered once the initial contributions are paid (Article 50(4) ABĮ), and the rest paid later, but no later than 12 months from the agreement (Article 45(8) ABĮ).

From 1 November 2026 only the wording changes. Documents will be filed with the data controller of the register of legal entities, and the capital counts as increased once the amended articles are entered into the information system of the register of legal entities. The deadlines and consequences stay the same (Article 49(5) and (9) ABĮ, version from 1 November 2026).

Related articles

• Issuing new UAB shares: documents, signatures and doing it remotely
• Foreign company raising a UAB’s capital: documents, signatures, deadlines
• Converting a shareholder loan into UAB shares
• Non-cash contributions to a UAB’s capital: assets, valuation and loans
• You cannot increase share capital from retained earnings while the balance sheet shows losses
• UAB share pre-emption right without a month’s wait

How to start

Send us the company’s articles of association and the list of shareholders, and tell us by how much you want to increase the capital, who will subscribe for the new shares and how they will be paid for. We will tell you whether a notary is needed and prepare the decision, the subscription agreement and the amended articles with a timetable of the deadlines.

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

More about this service: Authorised capital increases and decreases.