UAB management board: is it required, how many members, who elects them

A UAB does not have to have a management board (valdyba). Where there is no board, its functions are performed by the CEO (vadovas), except where the law provides otherwise. Where a board is formed, the articles of association set the number of members, but there must be at least three. The board is elected by the supervisory board (stebėtojų taryba) or, where there is none, by the general meeting of shareholders, for a term of up to four years. When the term ends, the board stays in office until a new one is elected, but where the shareholders elect it, no longer than until the next ordinary general meeting. A member may resign by giving the company written notice at least 14 days in advance.

Does a UAB have to have a board

A company must have a general meeting of shareholders and a CEO (Article 19(1) of the Law on Companies of the Republic of Lithuania, ABĮ). A supervisory board and a management board may be formed, but the law makes at least one collegial body compulsory only for a public company (AB) (Article 19(2) ABĮ). A UAB can operate without a board. In that case the CEO performs the functions assigned to the board, except where the law provides otherwise (Article 19(4) ABĮ).

How many members, and what to change to set up a board

The articles of association set the number of board members, but there must be at least 3 (Article 33(2) ABĮ). The articles must state the company’s bodies, their powers and how their members are elected and removed (Article 4(2)(8) ABĮ). Where the board’s powers and election procedure are the same as in the ABĮ, the articles need not spell them out, as long as they say so (Article 4(7) ABĮ).

So setting up a board means amending the articles. This is an exclusive power of the general meeting of shareholders (Article 20(1)(1) ABĮ), and the decision needs a majority of at least 2/3 of the votes of the shareholders attending the meeting (Article 28(1)(1) ABĮ). What else the articles should contain is covered in UAB articles of association and shareholders’ agreement: what differs.

Where the articles are amended to set up a board or increase the number of members, newly elected members may start acting only from the day the amended articles are registered. The amendment and the election of members may take place at the same meeting if both are on the agenda (Article 33(9) ABĮ). The amended articles are filed with the registrar together with an application and a document confirming the decision (point 139 of the Regulations of the Register of Legal Entities, JAR nuostatai).

Who can be a board member

Only a natural person may be elected to the board. The number of terms is unlimited. A member of the supervisory board, a person barred by law from holding the office, and the other persons listed in Article 33(6) ABĮ cannot sit on the board (Article 33(6) ABĮ). A candidate must tell the electing body where and in what positions they work and how their other activities relate to the company (Article 19(9) ABĮ). The board elects its chair from among its members (Article 33(4) ABĮ).

Whether board members need an employment contract is covered, together with the CEO’s employment contract, in Does the head of a UAB need an employment contract, and who can be one?. Board members may be paid bonuses (tantjemos) for their work on the board (Article 33(12) ABĮ).

Who elects and removes board members

The board is elected by the supervisory board. Where no supervisory board is formed, the board is elected by the general meeting of shareholders (Article 33(3) ABĮ). So the shareholders elect board members only where the company has no supervisory board (Article 20(1)(3) ABĮ). Where there is a supervisory board, it elects and removes the board members (Article 32(1)(2) ABĮ), and the general meeting can remove only a board or board members it elected itself (Article 20(1)(4) ABĮ).

The shareholders do not elect the board by simple majority but under the procedure in Article 31(3) ABĮ. Each shareholder has a number of votes equal to the votes carried by their shares multiplied by the number of members being elected, and distributes them as they see fit between one or more candidates. The candidates with the most votes are elected (Article 31(3) ABĮ).

The supervisory board (or, where there is none, the general meeting) may remove the whole board or individual members before their term ends (Article 33(10) ABĮ).

The board or its members start acting when the meeting that elected them ends, unless the decision sets another date (Article 33(8) ABĮ).

When a member resigns: does the board keep working

A board member may resign before the end of the term by giving the company written notice at least 14 days in advance (Article 33(11) ABĮ).

The board can take decisions when 2/3 or more of its members attend the meeting, unless the articles require more (Article 35(5) ABĮ). An extraordinary general meeting must be convened where the number of board members elected by the supervisory board or the shareholders falls below 2/3 of the number set in the articles or below the statutory minimum (Article 24(2)(2) ABĮ). If one member of a three-member board resigns, the board falls below the minimum, so an extraordinary meeting must be convened. Where the supervisory board elects the board, it elects the new member (Article 33(3) ABĮ).

Article 35(5) ABĮ does not say expressly whether the quorum is counted against the number set in the articles or against the members who remain. So that board decisions are not open to doubt, elect a new member as soon as possible. Individual board members are elected only until the end of the current board’s term (Article 33(3) ABĮ).

The term of office and what happens when it ends

The board is elected for the period set in the articles, but no longer than 4 years (Article 33(3) ABĮ). When the term ends, the board stays in office until a new board is elected and starts work. But it stays no longer than until the first supervisory board meeting after the end of the term or, where the shareholders elect the board, until the first ordinary general meeting after the end of the term (Article 33(5) ABĮ).

Beyond that point the ABĮ does not extend the board’s mandate. In 2025 the Supreme Court of Lithuania held, in an association case, that where no new members of a collegial body had been elected, the existing members had to keep performing their duties as members of the management body (case No. e3K-3-43-421/2025, para 32). That was an association whose articles tied the end of the term to new elections as well, so whether the same applies to a UAB board, for which Article 33(5) ABĮ sets a clear limit, is not settled. This matters because the CEO may enter into the transactions listed in Article 34(4)(3)–(6) ABĮ only with a board decision, where a board is formed (Article 37(10) ABĮ). Where the shareholders elect the board, put the board election on the agenda of the ordinary general meeting held before the term ends. Where the supervisory board elects it, put the election on the agenda of its meeting.

What the board decides, and who decides where there is no board

Among other things, the board:

• approves the management report, the company’s management structure and staff positions, and the regulations of branches and representative offices (Article 34(1) ABĮ);
• elects and removes the CEO and sets their pay and other terms of the employment contract (Article 34(2) ABĮ);
• decides on the company becoming a founder or member of other legal entities, on setting up branches, on transactions in long-term assets and on guaranteeing or securing other persons’ obligations, where their value or the amount of the obligations exceeds 1/20 of the share capital, unless the articles provide otherwise (Article 34(4) ABĮ);
• is responsible for convening and preparing general meetings on time (Article 34(13) ABĮ).

The articles may require the board to obtain the approval of the general meeting or the supervisory board before deciding on these transactions (Article 34(4)(3)–(6) ABĮ). Such approval does not remove the board’s liability (Article 34(5) ABĮ).

Where there is no board, the CEO takes the decisions and actions set out in Article 34(1), (3), (4), (5), (6), (9), (10), (13) and (14) ABĮ (Article 37(10) ABĮ). The board’s power to elect the CEO is not on that list. The CEO is then elected by the supervisory board or, where there is none, by the general meeting (Article 37(3) ABĮ). Where neither a board nor a supervisory board is formed, the CEO also performs the function in Article 32(1)(1) ABĮ, that is, considers and approves the business strategy (Article 37(10) ABĮ).

How the board works: any member may call a meeting. A member may authorise another board member in writing to vote on their behalf, unless the articles provide otherwise. If the votes are tied, the chair has the casting vote. A decision is adopted when more votes are cast for it than against (Article 35(1)–(3) and (5) ABĮ). The CEO is invited to each meeting if not a board member, and minutes are kept (Article 35(7) and (8) ABĮ).

Board members’ data in the register

The Register of Legal Entities (Juridinių asmenų registras) records the members of management bodies: name, surname, personal code and correspondence address (Article 2.66(1)(7) of the Civil Code of the Republic of Lithuania, CK). For a UAB it also records the chair of the board and the dates on which members were elected and on which their mandates end (Article 12(1)(2) ABĮ; point 18.7 of the JAR nuostatai).

When these data change, an application to register the changes is filed within thirty days of the change (Article 2.66(3) CK). The CEO files the document confirming the body’s decision with the registrar (Article 12(4) ABĮ). From 1 November 2026 this rule will be in Article 12(3) ABĮ, and the addressee will be called the “manager of the Register of Legal Entities data” (juridinių asmenų registro duomenų tvarkytojas). Its content does not change. Changes to the data on members of management bodies take effect from their registration, except where laws provide otherwise (Article 2.66(6) CK).

More on setting up a company

• Establishment of legal entities: service page
• Setting up a UAB step by step: documents, signatures and the notary
• UAB with several founders: splitting shares and changing your mind
• Setting up a UAB in Lithuania: the registration term and whether to travel
• Foreign-owned UAB: bank account, identification and documents
• Can you sign a contract in a UAB’s name before it is registered?

How to start

Send us the company’s articles of association and a recent register extract, and tell us how many board members you want, whether the company has a supervisory board and when the current board’s term ends. We will prepare the amendment to the articles, the decisions and the documents for the registrar.

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

More about this service: Drafting legal entity documents.