A branch is not a separate legal entity, so it is not liquidated like a company. It is deregistered once its activities are terminated. The foreign company takes the decision, and the branch manager publishes a notice of termination and gives creditors at least 2 months to lodge their claims (Article 75(7) of the Law on Companies of the Republic of Lithuania (AB\u012e)). The branch cannot be deregistered while obligations to creditors who asked for it remain unperformed or unsecured (AB\u012e Article 75(9)). The register deregisters the branch only after it receives the documents and a notice from the State Tax Inspectorate (point 209 of the Regulations of the Register of Legal Entities (JAR nuostatai)). The law sets no overall time limit for closing a branch.<\/p>\r\n
AB\u012e Article 75(1) treats as branches of foreign companies the branches of companies established in EU and EEA states, and the branches of legal entities from other states whose legal forms are similar to those of companies.<\/p>\r\n
The key rule is in Article 2.53(2) of the Civil Code of the Republic of Lithuania (CK): a branch is not a legal entity, and the legal entity is liable for the branch's obligations. Closing the branch therefore does not cancel the foreign company's obligations that arose while the branch operated. After closure, a creditor can claim from the foreign company itself.<\/p>\r\n
How a branch is registered and which documents that takes is covered in A foreign company's branch in Lithuania: the document on which registration can stall<\/a>.<\/p>\r\n Point 210 of the JAR nuostatai provides that a branch is deregistered when its activities are terminated by decision of the founder or of a court, or when the founder itself ceases to exist. In the ordinary case, this is a decision of the foreign company.<\/p>\r\n Which body of the foreign company takes the decision depends on the foreign company's law and its articles of association. Start with the branch regulations: they must name the body of the legal entity entitled to appoint and remove the branch's management bodies (CK Article 2.54(2)).<\/p>\r\n The AB\u012e gives the duties of carrying it out to the branch manager. Under AB\u012e Article 75(3), the manager is responsible for filing documents and data with the register, and under AB\u012e Article 75(7) the manager publishes the notice of termination. The branch manager therefore needs to stay in office until the branch is deregistered.<\/p>\r\n AB\u012e Article 75(7) offers a choice of two methods:<\/p>\r\n The notice states the data listed in AB\u012e Article 75(4) (on the foreign company, the register holding the branch's data, and the branch code) and a deadline for creditors' claims. That deadline cannot be shorter than 2 months from the date of publication.<\/p>\r\n The second method works only where you know all the creditors and can reach each of them in writing. If you are unsure of the creditor list, use the three notices.<\/p>\r\n After publication, creditors gain the right to demand performance of the obligation, or that the foreign company provide additional security. Disputes over this are decided by a court (AB\u012e Article 75(8)).<\/p>\r\n If the branch has employees, read about their position when operations close in During a UAB liquidation: employees, creditors, audit and the bank account<\/a>.<\/p>\r\n There are four obstacles, and each is set by a legal act.<\/p>\r\n Unsatisfied creditors.<\/strong> Under AB\u012e Article 75(9), deregistration documents cannot be filed with the register while obligations to creditors who demanded it remain unperformed or without additional security. If a court dispute about this is pending, the documents cannot be filed until the judgment becomes final.<\/p>\r\n Documents not handed over.<\/strong> AB\u012e Article 75(10) requires the documents of a branch that has ceased activities to be handed over for storage to service providers under the Law on Documents and Archives before deregistration. The register receives a certificate that the documents were handed over, or that there are none to hand over (points 207.4 and 198.3 of the JAR nuostatai).<\/p>\r\n Notice from the tax authority.<\/strong> Point 209 of the JAR nuostatai allows a foreign company's branch to be deregistered only after the notice referred to in point 38.7.7.1 is received. In it, the State Tax Inspectorate (Valstybin\u0117 mokes\u010di\u0173 inspekcija<\/em>, VMI) states that the branch has settled with the budgets and funds, or that it holds no data on this. The VMI sends this notice to the register itself (point 38.7.7.1 of the JAR nuostatai), not the branch.<\/p>\r\n A permit, where one is needed.<\/strong> If the law governing the branch's activity requires a permit from a supervisory authority, it is attached to the documents (point 207.3 of the JAR nuostatai).<\/p>\r\n Point 207 of the JAR nuostatai lists the documents filed when a branch's activities are terminated:<\/p>\r\n Once it has these documents and the VMI notice, the register deregisters the branch within five working days at the latest (point 209 of the JAR nuostatai). These points are unchanged in the version of the JAR nuostatai in force from 15 October 2026.<\/p>\r\n If the foreign company itself is being liquidated, the register must be informed no later than the next working day after it acquires the status of a company in liquidation: an application to register the legal status and the decision to liquidate the foreign company are filed (point 185 of the JAR nuostatai).<\/p>\r\n If the foreign company is declared to have ceased to exist due to bankruptcy, the application to deregister the branch is filed within 30 days from the date of the decision (point 216 of the JAR nuostatai).<\/p>\r\n AB\u012e Article 75(13) provides that the branch must be deregistered on the initiative of the branch manager before the foreign company is deregistered. The exception is where the foreign company is deregistered after conversion, reorganisation or transfer of its registered office to another EU or EEA state. In the text currently in force, this part is marked as entering into force on the day the EU system of interconnection of business registers starts operating. From 1 November 2026 it applies without that condition: Law No. XV-1045, which enters into force on 1 November 2026, restates AB\u012e Article 75 in full. So deregister the branch before the foreign company is deregistered. The same law also brings AB\u012e Article 75(11) and (12) into force without condition from 1 November 2026. If the register learns through the EU business registers interconnection system that liquidation, conversion, reorganisation or transfer-of-seat proceedings have started for a limited liability company established in another EU or EEA state, the branch acquires the corresponding status, and AB\u012e Article 75(7), (9) and (10) apply to it accordingly (AB\u012e Article 75(11)). If the register learns in the same way that insolvency proceedings (bankruptcy, restructuring or equivalent) have started for such a company, from that day the branch acquires the status of a branch of an insolvent foreign company, and the branch manager must publish this without delay and notify all creditors in writing no later than the first day of publication (AB\u012e Article 75(12)).<\/p>\r\n These rules give an order of work:<\/p>\r\n How long all this takes depends on the notice method chosen, creditors' claims, the tax check and the handover of documents for storage. The law sets no overall time limit.<\/p>\r\n Send us the branch regulations, a recent register extract and the creditor list, and tell us whether the branch has employees and whether its activity needed a licence or permit.<\/p>\r\n Phone +370 5 212 1506, email info@linden.lt<\/p>\r\nWho decides and who carries it out<\/h2>\r\n
Notice and creditors<\/h2>\r\n
When a branch cannot be deregistered<\/h2>\r\n
Which documents go to the register<\/h2>\r\n
When the foreign company itself is liquidated or goes bankrupt<\/h2>\r\n
What to do first<\/h2>\r\n
More on liquidation<\/h2>\r\n
How to start<\/h2>\r\n