Changing the legal forms of legal entities (reorganisation)

Conversion (pertvarkymas) is a change of a legal entity’s legal form in which the entity of the new form takes over all the rights and obligations of the old one (Article 2.104(1) of the Civil Code, CK). The company stays the same: there is no need to set up a new company, move contracts or close the old one. This page deals mainly with converting a private limited company (UAB) and a small partnership (MB), but the law allows other routes too. We prepare all the documents, agree them with the notary, publish the notices and register the changes with the Centre of Registers.

What a company can be converted into

A UAB may be converted into a public limited company or into a legal entity of any of the forms listed in points 2 to 10 of Article 72(1) of the Law on Companies (ABĮ), including a small partnership (Article 72(2) ABĮ). Only a company whose shares are all owned by natural persons, no more than 10 of them, may be converted into an MB (Article 72(24) ABĮ).

An MB may be converted into a legal entity of the forms listed in Article 29(2) of the Law on Small Partnerships (Article 29(1) MBĮ). It is converted into a UAB under the provisions of the Law on Companies (Article 29(8) MBĮ).

When a public or private limited company is converted, one more condition applies: an insolvent company may not be converted (Article 72(4) ABĮ). Article 29 MBĮ contains no such ban, and we found no case law on whether an insolvent MB may be converted, so the safest course is to restore the MB’s equity before the decision.

Steps and statutory deadlines

1. Valuation, when converting into a company. The assets for which shares are issued must be valued by an independent valuer (Article 72(12) ABĮ). The valuation report goes to the register no later than 10 days before the day of the conversion decision (Article 72(14) ABĮ).
2. The decision. For a UAB it is taken by the general meeting of shareholders (Article 72(5) ABĮ) by a qualified majority of not less than 2/3 of the votes of the shareholders attending (Article 28(1) ABĮ). For an MB it is taken by the members’ meeting by not less than 2/3 of all members’ votes (Article 18(1) MBĮ). The same decision approves the founding documents of the new form and elects its bodies (Article 72(6) ABĮ).
3. Status “being converted”. The decision is filed with the register no later than on the first day of public notice (Article 72(10) ABĮ). The register records the status within three working days (point 167 of the Regulations of the Register of Legal Entities, JAR nuostatai).
4. Creditors. The decision is published three times at intervals of not less than 30 days, or once, with written notice to all creditors (Article 72(7) ABĮ).
5. Notary and registration. After conversion, the documents go to the register through a notary (point 48 JAR nuostatai). The founding documents of the new form are registered only once its bodies are elected and additional security has been given to creditors who demanded it. They lapse if not filed with the register within 6 months of the decision (Article 72(25) ABĮ). The conversion is complete on the day they are registered (Article 72(26) ABĮ; for an MB, Article 29(14) MBĮ). From 1 November 2026 the ABĮ refers instead to the entry of the founding documents in the information system of the Register of Legal Entities (Article 72(26) ABĮ, version from 1 November 2026).
6. After conversion. The MB members’ data go to the Information System of Legal Entities’ Participants (JADIS) no later than 5 days after the MB is registered (Article 6¹(2) MBĮ).

The law sets no overall duration for the whole procedure. It depends on the chosen way of giving notice, the valuation and when all documents are ready.

What we do

• assess whether the conversion is possible and which form fits;
• prepare the decision, the new articles or regulations and other documents;
• agree the documents with the notary and represent you at the notary’s office;
• publish the decision and prepare the notices to creditors;
• register the status and the changes with the Centre of Registers and file the JADIS data.

Frequently asked questions

As of which date is the list of creditors drawn up when a UAB is converted into an MB?

The law requires the decision to be published and all creditors of the company to be notified in writing, but sets no date for the list (Article 72(7) ABĮ). We found no case law on the point, so the safest course is to draw up the list as of the day of public notice and send the notices on the same day.

Can a UAB whose shareholder is a company be converted into an MB?

No. Only a company whose shares are all owned by natural persons, no more than 10 of them, may be converted into a small partnership (Article 72(24) ABĮ). All members of a small partnership are natural persons (Article 2(1) MBĮ).

Which management model goes into the MB’s regulations?

The MB’s management body may be the members’ meeting alone, or the members’ meeting together with a single-person body, the MB manager (Article 12(2) MBĮ). The chosen model goes into the regulations approved by the conversion decision (Article 72(6) ABĮ).

When a UAB is converted into an MB, does the sole member automatically become the manager?

No. The conversion decision must elect the bodies of the new entity (Article 72(6) ABĮ), so the manager is appointed in that same decision. A member of the MB may be its manager, and a civil (services) contract is made with the manager (Article 22(1) and (2) MBĮ).

When an MB is converted into a UAB, can shares be allotted differently from the contributions?

The decision to convert an MB is taken by the members’ meeting by a qualified majority (Article 29(3) MBĮ). The law does not expressly require shares to be allotted in proportion to contributions, and we found no case law on the point, so where the allotment in the decision differs from the contributions the safest course is for all members to sign the decision.

When an MB is converted into a UAB, can the capital be increased from accumulated profit?

An increase of capital from the company’s own funds is decided by the company under the Law on Companies, and the MB conversion is complete only when the new founding documents are registered (Article 29(14) MBĮ). The safest course is therefore to increase capital from profit by a separate decision of the registered UAB.

Do members have to pay in money to form the UAB’s capital?

Not always. The UAB’s capital must be at least the statutory minimum. If the assets of the entity being converted are not enough for that, or its liabilities exceed the value of its assets, the participants have the right to make additional contributions (Article 72(15) ABĮ).

Do the MB’s losses stand in the way of conversion, and are tax losses carried over?

Losses as such are no obstacle, and a capital shortfall can be made up with contributions (Article 72(15) ABĮ). An insolvent company (AB or UAB) may not be converted (Article 72(4) ABĮ). We found no case law on an insolvent MB, so the safest course is to restore its equity before the decision. Tax losses are carried over only if the owners do not change as a result of the conversion and the converted entity continues the same activity for 3 years (Article 43(5) of the Law on Corporate Income Tax, PMĮ).

Do JADIS data have to be filed after the conversion?

Yes. Data on the MB’s members are filed no later than 5 days after the day the small partnership is registered in the Register of Legal Entities (Article 6¹(2) MBĮ).

From when does the company operate in its new legal form?

When a company is converted, the conversion is complete on the day the amended founding documents of the new legal form are registered in the Register of Legal Entities (Article 72(26) ABĮ) and, from 1 November 2026, on the day they are entered in the register’s information system. Until then the company has the status of a company being converted (Article 72(11) ABĮ). When an MB is converted, it loses the status of an MB being converted when the founding documents of the new entity are registered (Article 29(14) MBĮ).

More on conversion

• Converting a UAB into an MB: conditions, steps, creditors, deadlines
• Who becomes the MB’s manager after a UAB is converted into an MB
• Converting an MB into a UAB: decision, capital, creditors, timing
• Converting an MB into a UAB: splitting shares and capital from profit
• Conversion with losses: share capital, insolvency and tax losses
• Converting an IĮ into a UAB or MB: liability, assets, contracts, staff

How to start

Send us a recent Centre of Registers extract and the articles or regulations, and tell us which form you want to convert into and who the participants will be. We will tell you whether the conversion is possible, which documents are needed and which way of giving notice to choose.

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

More about this service: Company law.