{"id":2349,"date":"2026-10-04T09:19:49","date_gmt":"2026-10-04T06:19:49","guid":{"rendered":"https:\/\/linden.lt\/tinklarastis\/setting-up-a-small-partnership-mb-lithuania\/"},"modified":"2026-10-06T07:32:40","modified_gmt":"2026-10-06T04:32:40","slug":"setting-up-a-small-partnership-mb-lithuania","status":"publish","type":"irasas","link":"https:\/\/linden.lt\/en\/blog\/setting-up-a-small-partnership-mb-lithuania\/","title":{"rendered":"Setting up an MB in Lithuania: members, contributions, documents"},"template":"","kategorija":[],"class_list":["post-2349","irasas","type-irasas","status-publish","hentry"],"acf":{"visi_puslapiai_cta_statusas":false,"visi_puslapiai_cta_antraste":"","visi_puslapiai_cta_formos_id":"","visi_puslapiai_cta_papildomas_tekstas":"","visi_puslapiai_cta_nuotrauka":null,"tinklarastis_1_autorius":null,"tinklarastis_1_iraso_tipas":false,"dinamiski_blokai":[{"acf_fc_layout":"tekstas","tekstas":"

A small partnership (ma\u017eoji bendrija<\/em>, MB) can be set up by one to ten individuals. Two or more founders sign a founding agreement, a single founder signs a founding act, and all of them sign the MB's regulations (nuostatai<\/em>). The Law on Small Partnerships sets neither a share capital nor a minimum contribution: the founders decide each member's contribution, how it is paid and by when. The documents go to the Centre of Registers (Registr\u0173 centras<\/em>) either through a notary or, if the model documents are used and the other conditions of point 46 of the JAR nuostatai are met, directly online. The MB exists from its registration in the Register of Legal Entities, and data on its members must then be filed with the Information System of Legal Entities\u2019 Participants (JADIS) within 5 days.<\/p>\r\n

Who can be a member of an MB<\/h2>\r\n

Only individuals can found an MB, and there can be no more than 10 of them (Article 3(3) of the Law on Small Partnerships of the Republic of Lithuania (MB\u012e)). The same limit applies once the MB exists: all its members are individuals and there can be no more than 10 members (MB\u012e Article 2(1) and (2)). A company therefore cannot be a member of an MB. A legal entity can, for example, set up a UAB. The documents this needs and who signs them are covered in Setting up a UAB step by step: documents, signatures and the notary<\/a>.<\/p>\r\n

A member of an MB can be an individual who has made or has undertaken to make a contribution (MB\u012e Article 7(1)). All founders become members of the MB from its registration in the Register of Legal Entities (MB\u012e Article 3(6)).<\/p>\r\n

Contributions: how much and when<\/h2>\r\n

A member's contribution is property owned by the member and transferred to the MB. It can be money or other property (MB\u012e Article 8(1)). Work and services cannot be a contribution (MB\u012e Article 8(2)). Once transferred, the contribution becomes the MB's property (MB\u012e Article 8(3)).<\/p>\r\n

The Law on Small Partnerships sets no minimum contribution. The founding agreement states each founder's contribution, its amount (for a non-cash contribution, its value), and the procedure and time limits for making it (MB\u012e Article 4(1)). The law does not require the contribution to be paid before registration, because a person who has only undertaken to contribute can already be a member (MB\u012e Article 7(1)). The contribution can therefore be made after registration, within the time limit set in the founding agreement.<\/p>\r\n

The size of a contribution matters. The share of profit allocated to members is divided in proportion to their contributions, unless the regulations set a different rule (MB\u012e Article 26(4)). If the MB later accepts a non-cash contribution, its value, terms and time limits are set by the members' meeting (MB\u012e Article 13, point 5), and that decision must be unanimous (MB\u012e Article 19(1), point 2).<\/p>\r\n

Founding documents: agreement or act, and the regulations<\/h2>\r\n

The legal basis for setting up an MB is a founding agreement or a founding act (MB\u012e Article 3(1)). An agreement is made when there are two or more founders, an act when there is one (MB\u012e Article 3(2)). The founding agreement names the founders, the MB's name, its registered office, its manager (if it will have one), each founder's contribution, the person entitled to act for the MB being set up, and the other items listed in the law (MB\u012e Article 4(1)). If there are two or more founders and the members' meeting will manage the MB, the agreement also names the MB's representative and their rights and duties (MB\u012e Article 4(2)). It is signed by all founders or their authorised representatives (MB\u012e Article 4(5)).<\/p>\r\n

The regulations are the document the MB follows in its activities (MB\u012e Article 5(1)). They set out the MB's bodies and their powers, how the members' meeting is called, how new members are admitted and how members leave, how advance profit is drawn, where public notices are published, and the other mandatory items (MB\u012e Article 5(2)). If there is a single member, the procedures for calling meetings, withdrawal and some others need not be set in the regulations (MB\u012e Article 5(4)). The regulations of an MB being set up are signed by all founders or their authorised representatives (MB\u012e Article 5(6)). A notary does not certify these signatures (MB\u012e Article 5(8)).<\/p>\r\n

Model forms of the founding agreement and founding act are approved by the Government or an institution it authorises (MB\u012e Article 4(7)), and so are the model regulations (MB\u012e Article 5(9)). Whether you use the model documents decides which registration route is open to you (see below).<\/p>\r\n

Must the name include \"MB\"?<\/h2>\r\n

Yes. The name of an MB must contain the words \"ma\u017eoji bendrija\" or the abbreviation \"MB\" (MB\u012e Article 2(3)). The name must also not mislead the public about the legal form, or by being identical or similar to other legal entities' names or trade and service marks (Article 2.39(3) of the Civil Code of the Republic of Lithuania (CK)). How to check whether a similar sign is already registered as a trade mark is covered in our article A slogan as a trade mark: the search before filing and recording a licence<\/a>.<\/p>\r\n

The Centre of Registers checks that the name is not identical to the names of other legal entities. Words or abbreviations showing the legal form are disregarded in that check (point 110 of the Regulations of the Register of Legal Entities (JAR nuostatai)). A name that differs from an existing one only by \"MB\" or \"UAB\" is therefore treated as identical. The name is protected from the day the application to register the legal entity is filed (CK Article 2.39(4)).<\/p>\r\n

Management bodies: members' meeting, manager or representative<\/h2>\r\n

An MB can use one of two management models. In the first, there is only the members' meeting, which is then also the management body. In the second, there is a members' meeting and a single-person management body, the MB manager (vadovas<\/em>) (MB\u012e Article 12(2)). The chosen model is stated in the regulations (MB\u012e Article 12(1)).<\/p>\r\n

If the MB has no manager and has two or more members, it must have a representative (atstovas<\/em>) (MB\u012e Article 21(1)). The representative is not a body of the MB (MB\u012e Article 21(2)). Only a member can be the representative, and the MB can have only one (MB\u012e Article 21(3) and (4)). The representative concludes the transactions that the members' meeting has decided on (MB\u012e Article 21(7)).<\/p>\r\n

If the MB has a manager, the manager must be an individual and can be a member (MB\u012e Article 22(1)). The manager has the right to conclude transactions alone (MB\u012e Article 22(7)). An MB manager signs a civil (services) contract (MB\u012e Article 22(2)), whereas a UAB manager signs an employment contract (Article 37(4) of the Law on Companies of the Republic of Lithuania (AB\u012e)).<\/p>\r\n

Do members vote according to the size of their contributions?<\/h2>\r\n

Under the law, no. Each member has one vote at the members' meeting. A different allocation of votes can be set in the regulations only if the MB has a manager (MB\u012e Article 16(3)).<\/p>\r\n

A decision is adopted when it receives more than 1\/2 of all votes, unless the law or the regulations require a larger majority (MB\u012e Article 17). Amending the regulations, distributing profit, reorganisation, conversion and liquidation need a qualified majority of at least 2\/3 of all members' votes (MB\u012e Article 18(1)). Admitting new members and setting the value of non-cash contributions require unanimity (MB\u012e Article 19(1)). If there is only one member, no meeting is called: that member's written decisions have the same effect as decisions of the members' meeting (MB\u012e Article 15(3)).<\/p>\r\n

Registration: online or through a notary<\/h2>\r\n

An MB is registered once the founding agreement has been made, the regulations signed and the required documents filed with the registrar (MB\u012e Article 3(5)). The registrar receives an application to register the legal entity, the founding agreement or act, the founding document (that is, the MB's regulations) and, if a licence must be issued before the entity is set up, the licence (point 75 of the JAR nuostatai). If the founder does not own the premises, or owns them jointly with others, the written consent of the owner or co-owner is needed (point 61 of the JAR nuostatai). More on this in A company's registered office: whose consent you need<\/a>.<\/p>\r\n

There are two routes:<\/p>\r\n