Selling UAB shares to a foreign buyer: signatures and apostille

Shares in a private limited company (UAB) are sold to a foreign buyer under the same Lithuanian company-law rules as to a Lithuanian buyer. The buyer’s nationality or seat does not change the other shareholders’ pre-emption right. What changes is the chain of documents. Where the agreement must be notarised, the buyer signs before a Lithuanian notary, remotely with a qualified electronic signature if the notary agrees, or through a representative holding a notarised power of attorney. A power of attorney certified abroad and a foreign company’s register extract, where one is needed, require an apostille or legalisation unless an international treaty or European Union law provides otherwise. After the deal, the company’s manager files the new shareholder’s and the beneficial owners’ data with the Information System of Legal Entities’ Participants (Juridinių asmenų dalyvių informacinė sistema, JADIS).

This article covers documents and signatures when the buyer is abroad. When the agreement needs a notary at all is covered in When a UAB share sale agreement needs a notary.

Which law applies and what form the agreement takes

Securities are governed by the law of the state where they were issued (Article 1.56(2) of the Civil Code of the Republic of Lithuania (CK)). Lithuanian law therefore governs the transfer of a Lithuanian company’s shares, wherever the buyer comes from.

A sale and purchase agreement for UAB shares must be notarised where 25 per cent or more of the shares are sold or the consideration exceeds the threshold set in Article 1.74(1)(3) CK. The exception is a company whose shareholders’ personal securities accounts have been handed over to a firm entitled to keep financial-instrument accounts. In all other cases the agreement is in simple written form (Article 47(10) of the Law on Companies of the Republic of Lithuania (ABĮ)).

The form of a transaction is governed by the law the parties chose or, if they chose none, by the law of the place where it is concluded. A contract between parties in different states is also valid if its form meets the law of either state (Article 1.38(1) and (2) CK). The statute does not say directly whether such an agreement without a Lithuanian notary would satisfy Article 1.74(1)(3) CK, so the safest route is to have a notarial agreement certified by a Lithuanian notary.

When no notary is needed: signing from abroad

A simple written agreement can be signed as one document or by the parties exchanging separate documents. Documents signed by the parties and sent by telecommunications terminal equipment count as written documents if the text is protected and the signature can be identified (Article 1.73(2) CK).

A qualified electronic signature has the same legal effect as a handwritten one (Article 25(2) of Regulation (EU) No 910/2014). A qualified electronic signature issued in one member state is recognised in all other member states (Article 24a(1) of Regulation (EU) No 910/2014), so the buyer can sign with a qualified electronic signature issued in their own state. A buyer without one can sign by hand, and the parties exchange the signed copies.

The parties give the written agreement to whoever keeps the securities accounts. It must state the company’s name, legal form, code and registered office, the number of shares transferred by class and their nominal value, and for preference shares their dividend, voting and other rights (Article 46(3) ABĮ). If any of these is missing, the agreement is void from the moment it is made and no entries may be made under it (Article 46(4) ABĮ).

When a notary is required: three routes for the buyer

The buyer attends the notary. The notary establishes the identity of a foreigner living abroad from their passport or an equivalent travel document (Article 31 of the Law on the Notarial Profession of the Republic of Lithuania (NĮ)). Transactions with foreign persons are concluded in Lithuanian and another language acceptable to both parties (Article 15 NĮ), so the agreement is prepared in two languages.

The buyer signs remotely. A notary may perform a notarial act remotely if the notary can establish identity, explain the meaning and consequences of the act, and the person’s will is confirmed with a qualified electronic signature (Article 28¹ NĮ). The notary decides whether to do so, and a refusal cannot be appealed (Article 28¹ NĮ). A mixed method is possible: the seller signs at the notary’s office and the buyer signs remotely. The parties then receive the notarised transaction document in electronic form (Article 28² NĮ). Agree in advance whether the notary will accept the buyer’s signature.

A representative acts for the buyer. Under Lithuanian law, a power of attorney to conclude a transaction that must be notarised has to be certified by a notary (Article 2.138(1)(1) CK). The form of a power of attorney issued abroad is governed by the law of the state where it is issued (Article 1.40 CK). However, when certifying a transaction the notary checks the representative’s authority (Article 31 NĮ), and accepts official documents drawn up abroad if they carry an apostille or are legalised, unless an international treaty or European Union law provides otherwise (Article 54 NĮ). So have the buyer’s power of attorney certified by a notary in the buyer’s country and apostilled. A document issued in a state that has not joined the Hague Convention is legalised (point 6.2 of the Apostille Procedure (Dokumentų legalizavimo ir tvirtinimo pažyma (Apostille) tvarkos aprašas)). It can be legalised in Lithuania if a diplomat or consular officer of the issuing state has legalised it first (point 7 of the Apostille Procedure).

For Lithuanian citizens abroad, notarial acts are performed by Lithuanian consular officers (Article 25 NĮ), who certify powers of attorney (Article 27 NĮ). List specific acts in the power of attorney: a representative whose powers are not defined may only act to preserve the property (Article 2.137(2) CK). A power of attorney without the date it was made is invalid (Article 2.142(3) CK). How to translate a foreign document and when a translation needs a notary is covered in Translation, notary and apostille.

What documents the parties provide

An individual. The notary needs a passport or equivalent travel document (Article 31 NĮ). JADIS receives a copy of the passport or other identity document issued by a foreign state, and a notary does not certify it (point 15 of the JADIS Regulations). For a foreign shareholder, the date of birth, the code of a foreigner with interests in Lithuania (ILTU code) if one was assigned, and the issuing state are also given (point 26.6.1 of the JADIS Regulations).

A foreign company. When certifying the transaction, the notary checks the legal capacity of the legal person and, where a representative signs, the representative’s authority (Article 31 NĮ). Who may sign for the foreign company and whether its bodies must approve the deal is decided by the law of the state where it was incorporated (Article 1.19(1) CK; Article 1.20(1)(4) and (6) CK). JADIS receives the company’s register extract, unless that state’s register data are public and free to everyone. Documents on a foreign company are filed legalised under the Apostille Procedure (point 16 of the JADIS Regulations). Documents not in Lithuanian need a translation signed by the translator, except documents in English (point 17 of the JADIS Regulations).

Beneficial owners. When changes in participants are filed, beneficial owners’ data are filed with them (point 12 of the JADIS Regulations). Beneficial owners’ data are filed within 10 days of a change (point 13 of the JADIS Regulations). So obtain the buyer’s beneficial owner data before the deal. Who files them is covered in Beneficial owners in JADIS.

The seller’s spouse’s consent. Securities that are the spouses’ joint property can only be transferred by both spouses, unless one holds the other’s power of attorney (Article 3.92(4) CK). Whether the shares of a seller living abroad are joint marital property is decided by the law of the state of the spouses’ habitual residence. Where they live in different states, the law of the state of which both are citizens applies. If they are citizens of different states and never had a common habitual residence, the law of the state where they married applies (Article 1.28(1) CK). If the spouses chose the applicable law by agreement, that law governs their contractual property regime (Article 1.28(2) CK). That law can be used against the buyer only if the buyer knew or should have known of it (Article 1.28(3) CK). If the spouse is a Lithuanian citizen, a Lithuanian consular officer abroad can certify the spouse’s consent (Article 25 NĮ; Article 27, point 1, NĮ). A marriage or family status document issued outside the European Union is given to the notary with an apostille or legalised (Article 54 NĮ). For such a document issued by an authority of a European Union member state, no legalisation or apostille applies (Article 2(1)(e) and (f) and Article 4 of Regulation (EU) 2016/1191).

The pre-emption right does not depend on the buyer

A shareholder intending to sell gives the company written notice (Article 47(1) ABĮ). The pre-emption right belongs to those who were shareholders on the day the notice was received (Article 47(2) ABĮ). Within 5 days the manager notifies the other shareholders and sets a deadline for their reply (Article 47(3) ABĮ). The articles of association can exclude the pre-emption right or set a different procedure (Article 47(9) ABĮ). This procedure also applies when the buyer is foreign. How to shorten it is covered in Offering shares to other shareholders is mandatory.

After the deal: notice to the company and JADIS

Within 5 working days of acquiring the shares, the buyer notifies the company in writing and provides the document confirming the acquisition (Article 14(4) ABĮ). The transfer is recorded by entries in the seller’s and the buyer’s personal securities accounts (Article 46(2) ABĮ).

The data go to JADIS within 5 days of receiving the documents on which the account entries are based (Article 41¹(2) ABĮ). The company’s manager is responsible for this (Article 41¹(3) ABĮ). From 1 November 2026 the statute calls the system’s controller the JADIS data controller; the deadline and the responsible person stay the same. Data are filed only in electronic form, and the list of participants is signed with a qualified electronic signature (point 11 of the JADIS Regulations).

Where at least one participant is foreign, the Centre of Registers (Registrų centras) checks within 3 working days whether all required data and documents have been filed and whether they match each other (point 20 of the JADIS Regulations). If a foreign document or its apostille is missing, it sets a deadline to fix the defect. How the data are filed when the manager has no suitable electronic signature is covered in UAB shareholders changed: what to file in JADIS.

More on shareholders and shares

• Shareholders and shares
• Company power of attorney for use abroad: form, apostille, validity
• Setting up a holding company: paying for shares with shares, and tax
• Annual general meeting and filing accounts: deadlines and fines
• Sole shareholder resolution instead of a meeting in Lithuania

How to start

Send us the company’s register extract and articles of association, and tell us what share of the company is being sold, which country the buyer is from, whether the buyer is an individual or a company, and whether the buyer can come to Lithuania. We will tell you what form the agreement needs and which documents the buyer must prepare in their own country.

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

More about this service: Shareholders and shares.