Issuing new UAB shares: documents, signatures and doing it remotely
When a new shareholder joins a private limited company (UAB) through new shares, they do not buy shares from the other shareholders. They subscribe for them. So there is no share sale agreement. The core documents are three: the shareholders’ decision to increase the share capital, a share subscription agreement and the amended articles of association. The new shareholder only becomes a shareholder once the amended articles are registered. In most cases every document can be signed with a qualified electronic signature, so usually nobody has to travel to Lithuania. Where a notary is needed (for example, a non-cash contribution or non-model articles), the notary may act remotely, but the notary decides.
How to increase share capital, when a notary is needed, how quickly to register the decision and how to turn a loan into shares are already answered in the FAQ on our share capital increase page. This article covers the order of documents, who signs what and how, and what to do if you want shares without voting rights.
Shares are subscribed, not bought
Share capital is increased by further contributions from shareholders or others only by issuing new shares. This is set by Article 50(1) of the Law on Companies of the Republic of Lithuania (ABĮ).
New shares are subscribed by the company and a person entering into a share subscription agreement. Under it the company undertakes to provide a set number of new shares, and the other party undertakes to pay up the full amount set for the subscribed shares, in cash or in kind (Article 44(1) ABĮ). The agreement is in simple written form. A notary is needed only where all or part of the amount is paid with real estate (Article 44(2) ABĮ).
Clients often ask whether a notary will be needed because the new shareholder will hold a large part of the company. No. Article 1.74(1)(3) of the Civil Code of the Republic of Lithuania (CK) requires notarial form for UAB share sale agreements. That threshold does not apply to a subscription agreement.
The documents, in order
1. The shareholders’ 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 of the shareholders taking part in the meeting (Article 28(1) ABĮ), because a capital increase is one of those decisions (Article 28(1)(10) ABĮ).
If the new shares are meant for a specific person, the same meeting disapplies the other shareholders’ pre-emption right. Otherwise the shareholders would have to be given at least 14 days to use that right (Article 57(3) ABĮ). Disapplying it needs a majority of at least 3/4 of the votes (Article 28(2) ABĮ). The pre-emption right can be disapplied only when the person who gets the right to acquire shares is known, and the decision names that person, the reasons and the number of shares (Article 57(5) ABĮ). It can only be disapplied for all shareholders (Article 57(7) ABĮ). The board, or the manager if there is no board, gives the meeting a written notice with the reasons and a justification of the amount the shares are issued for (Article 57(6) ABĮ).
The decision to increase the capital is filed with the register within 10 days (Article 49(5) ABĮ). The same period applies to the decision disapplying the pre-emption right (Article 57(8) ABĮ).
2. The share subscription agreement. The company and the person acquiring the new shares sign it. Among other things, it states the registered share capital, the amount of the increase, the date of the decision, the nominal value of a share and the amount it is issued for, the payment terms, the subscriber’s details and the number of shares by class (Article 44(3) ABĮ). The company’s manager is responsible for the draft and for the accuracy of its data (Article 44(4) ABĮ). The amount a share is issued for may not be lower than its nominal value (Article 45(2) ABĮ).
3. The amended articles. They are registered after the shares have been subscribed and the initial contributions paid (Article 50(4) ABĮ). The share capital counts as increased only once the amended articles are registered (Article 49(9) ABĮ). Until then the subscriber may not transfer the shares to anyone else (Article 46(6) ABĮ). Whether the articles can be registered through the online self-service without a notary depends on whether the company uses the model articles and meets the other conditions – among them, that the shares are paid for in cash (point 46 of the Regulations of the Register of Legal Entities (JARN)). If the conditions are not met, the amended articles go to a notary first (point 50 JARN). How a notary can work remotely is covered below.
4. After registration. New intangible shares are recorded as entries in the shareholders’ personal securities accounts (Article 49(10) ABĮ). Data on the changed shareholders are filed with the Information System of Legal Entities’ Participants (JADIS, Juridinių asmenų dalyvių informacinė sistema) no later than 5 days after receiving the documents on which the entries are based (Article 41¹(2) ABĮ). The company’s manager is responsible for this (Article 41¹(3) ABĮ). In our practice we update the beneficial owner data at the same time. When that is required is covered on our company law FAQ page (in Lithuanian).
Signatures: electronic, by hand or mixed
A qualified electronic signature has the same legal effect as a handwritten signature. This is set by Article 25(2) of Regulation (EU) No 910/2014. If the minutes of a general meeting are signed electronically, they must carry a qualified electronic signature (Article 29(3) ABĮ). Documents filed electronically with the register are signed with a qualified electronic signature (point 68 JARN). A filer who is an EU citizen may log in to the register with a high assurance level eID issued in their state (point 68 JARN), but that does not replace the signature on the document. When filing electronically, copies of documents may also be filed, certified with a qualified electronic signature (points 65 and 68 JARN).
So a shareholder who has no electronic signature can sign the decision by hand. In our practice we then scan it, or use a good-quality photo, and file it through the self-service. One thing is worth knowing in advance. In our practice the register does not accept a single document that some people signed electronically and others by hand. One document is signed one way. Different documents can be signed differently: for example, the shareholders sign the decision by hand and it is scanned, while the manager and a subscriber living abroad sign the subscription agreement with e-signatures.
Who signs the decision when there are several shareholders, or when a shareholder is a company, is covered in our article on who signs company documents.
Shares without voting rights: why a new issue is needed again
Clients sometimes want a minority shareholder to stay in the company while decisions are taken without that shareholder’s vote. The first idea is often non-voting preference shares. A few points matter.
Ordinary shares cannot be converted into preference shares (Article 42(5) ABĮ). So existing shares cannot simply be “rewritten”. Preference shares have to be issued, and that is again a capital increase with all the documents described above. Non-voting preference shares may not make up more than half of the share capital, and their classes and rights are set in the articles (Article 42(2) ABĮ). The articles must also set a fixed dividend for them, or how it is calculated (Article 42(7) ABĮ).
Non-voting shares do not lose every right. If for 2 financial years in a row the holders of non-voting preference shares with a cumulative dividend are not given the full set dividend, those shares gain voting rights until the end of the financial year in which they are paid in full (Article 42(12) ABĮ). A capital increase that affects their rights needs the separate approval of those holders (Article 49(1) ABĮ). So does a decision on reorganisation (Article 62(1) ABĮ).
From 1 November 2026 there is another route. A UAB will be able to issue new shares carrying more than one vote, or, under a conversion procedure approved by the general meeting, convert ordinary shares into such multiple-vote shares. This needs a qualified majority of the holders of each class of shares voting separately. The rules are in Article 42 ABĮ, which gains a new part. Transferred multiple-vote shares count as ordinary shares; inherited ones keep their rights (Article 42(2¹) ABĮ, version in force from 1 November 2026). Which route fits depends on the goal and on whether the minority shareholder has enough votes to block the decision.
In our practice, when preference shares are issued, the documents are certified at a notary’s office.
Transferring existing shares: can it be done remotely
Another common question is whether a sale of existing shares to a foreign buyer can be done remotely. The buyer’s citizenship does not affect the form. Whether the agreement must be notarised depends on the share of the company being sold and the value of the deal (Article 1.74(1)(3) CK). When that is required is covered in a separate article.
Even if a notary is needed, you still do not have to be there in person. Notaries may perform notarial acts remotely (Article 28¹(1) of the Law on the Notarial Profession (NOT)). The notary decides whether a specific act will be done remotely (Article 28¹(3) NOT). Another route is a representative. A power of attorney to enter into a transaction that requires notarial form must be certified by a notary (Article 2.138(1)(1) CK). A Lithuanian notary accepts an official document issued abroad with an apostille or legalised, unless an international agreement or EU law provides otherwise (Article 54 NOT). More in our article on translation, notaries and apostilles.
How to start
Send us the company’s articles of association and list of shareholders, and tell us who will acquire how many new shares and how they will be paid for. We will prepare the decision and the subscription agreement and tell you in advance which documents each person can sign with an e-signature.
Phone +370 5 212 1506, email info@linden.lt
More about this service: share capital increases and decreases.
