{"id":2568,"date":"2026-10-06T08:59:38","date_gmt":"2026-10-06T05:59:38","guid":{"rendered":"https:\/\/linden.lt\/tinklarastis\/converting-a-uab-into-an-mb-lithuania\/"},"modified":"2026-10-06T08:59:38","modified_gmt":"2026-10-06T05:59:38","slug":"converting-a-uab-into-an-mb-lithuania","status":"publish","type":"irasas","link":"https:\/\/linden.lt\/en\/blog\/converting-a-uab-into-an-mb-lithuania\/","title":{"rendered":"Converting a UAB into an MB: conditions, steps, creditors, deadlines"},"template":"","kategorija":[],"class_list":["post-2568","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 private limited company (UAB) can be converted into a small partnership (ma\u017eoji bendrija<\/em>, MB) if all its shareholders are natural persons and there are no more than 10 of them. The general meeting of shareholders decides by a qualified majority and, at the same time, approves the MB's regulations (nuostatai<\/em>) and elects the MB's bodies. The decision is published: three times, or once with written notice to every creditor. An insolvent UAB cannot be converted. The conversion is complete once the MB's regulations are registered (from 1 November 2026, once they are entered into the register's information system), and the MB takes over all the UAB's rights and obligations.<\/p>\r\n

When a UAB can be converted into an MB<\/h2>\r\n

Conversion (pertvarkymas<\/em>) is a change of a legal entity's legal form in which the entity in its new form takes over all the rights and obligations of the converted entity (Article 2.104(1) of the Civil Code of the Republic of Lithuania (CK)). A UAB can be converted into, among other forms, an MB (Article 72(2) of the Law on Companies of the Republic of Lithuania (AB\u012e)). A company is converted under the CK, the AB\u012e and the law governing the new legal form (AB\u012e Article 72(3)), here the Law on Small Partnerships.<\/p>\r\n

A company can be converted into an MB if all its shares are owned by natural persons and there are no more than 10 of them (AB\u012e Article 72(24)). This matches what an MB is: all its members are natural persons (Article 2(1) of the Law on Small Partnerships of the Republic of Lithuania (MB\u012e)), and it can have no more than 10 members (MB\u012e Article 2(2)). If any shareholder is a legal entity, a natural person must acquire its shares before the decision.<\/p>\r\n

An insolvent company cannot be converted (AB\u012e Article 72(4)). Insolvency is the state in which a legal entity cannot meet its property obligations on time or its liabilities exceed the value of its assets (Article 2(7) of the Law on Insolvency of Legal Entities of the Republic of Lithuania (JAN\u012e)). Check the latest balance sheet and the company's debts before the decision.<\/p>\r\n

The decision and the MB's regulations<\/h2>\r\n

The decision to convert the company is taken by the general meeting of shareholders, and where there are different classes of shares, the holders of each class must approve it separately (AB\u012e Article 72(5)). It needs a qualified majority of at least 2\/3 of the votes carried by the shares of the shareholders attending the meeting (AB\u012e Article 28(1)). The articles of association may set a higher majority (AB\u012e Article 28(3)), so check them first. Where all the shares are owned by one person, that person's written decisions are equivalent to decisions of the general meeting (AB\u012e Article 29(7)).<\/p>\r\n

The same decision approves the MB's regulations and elects the bodies elected by the participants' meeting (AB\u012e Article 72(6)). The decision must state, among other things, the MB's name, legal form, registered office, objects, and the procedure, conditions and time limits for shareholders to become MB members (AB\u012e Article 72(6)).<\/p>\r\n

The MB's regulations must state the MB's bodies and their powers, how the manager is appointed and removed if the MB is to have a manager, and where the MB's public notices are published (MB\u012e Article 5(2)). So when you prepare the decision, decide whether the MB will be run by a manager or only by the members' meeting.<\/p>\r\n

From the day of the decision, the company has the legal status of a company being converted (AB\u012e Article 72(11)).<\/p>\r\n

Public notice and notices to creditors<\/h2>\r\n

The decision is published in the source named in the articles of association three times at intervals of at least 30 days. The alternative is to publish it once and notify every creditor of the company in writing (AB\u012e Article 72(7)). The notice states the company data listed in CK Article 2.44 and the MB's name, legal form and registered office (AB\u012e Article 72(7)).<\/p>\r\n

The document confirming the decision is filed with the registrar no later than on the first day of publication (AB\u012e Article 72(10)). An application to register the legal status is filed with it (point 166 of the Regulations of the Register of Legal Entities (JAR nuostatai)). The registrar registers the status \"being converted\" (pertvarkomas<\/em>) no later than within three working days (point 167 of the JAR nuostatai).<\/p>\r\n

For which date to draw up the creditor list.<\/strong> AB\u012e Article 72(7) requires written notice to every creditor of the company but does not set the date for which the list of creditors is drawn up. We found no case law on this point, so the safest course is to draw up the list as at the day of publication and send the notices that same day.<\/p>\r\n

The Civil Code's rules protecting the creditors of entities being reorganised also apply to conversion (CK Article 2.104(4)). A creditor whose contract so provides, or who has grounds to believe that performance will become harder because of the conversion, may demand additional security; if it is not given, the creditor may demand termination or early performance of the obligation and damages (Article 2.101(2) of the Civil Code, applied under CK Article 2.104(4)). The MB's regulations are registered only after additional security has been provided to the creditors who demanded it (AB\u012e Article 72(25)). Before the decision, review the terms of loan, leasing and other long-term contracts.<\/p>\r\n

Registration and how much time you have<\/h2>\r\n

The MB's regulations are registered after the MB's management bodies are elected, additional security is provided to the creditors who demanded it, the statutory circumstances have arisen and the required documents are filed (AB\u012e Article 72(25)). When a legal entity is registered after conversion, the documents are filed with a notary (point 48 of the JAR nuostatai). The notary confirms that the data are true, that the regulations comply with the law and that registration can proceed (point 54 of the JAR nuostatai). The registrar receives an application to register the changes and the full text of the amended founding document (point 168 of the JAR nuostatai). The registrar decides no later than within three working days after receiving the documents and the charge (point 128 of the JAR nuostatai).<\/p>\r\n

The law sets no overall duration for a conversion, but it does set an outer limit. The amended founding documents lapse if they are not filed with the registrar within 6 months after the conversion decision (AB\u012e Article 72(25)). The whole procedure, from the decision to filing with the registrar, must fit into that period. If you choose three publications, the intervals of at least 30 days between them must fit into it too (AB\u012e Article 72(7)).<\/p>\r\n

The conversion is complete on the day the MB's regulations are registered in the Register of Legal Entities (AB\u012e Article 72(26)). From 1 November 2026 the conversion will be complete on the day the MB's regulations are entered into the information system of the Register of Legal Entities (AB\u012e Article 72(26), version from 2026-11-01), and the 6-month period stays the same, with filing addressed to the data controller of the Register of Legal Entities (AB\u012e Article 72(25), version from 2026-11-01).<\/p>\r\n

What the MB takes over and what to do after registration<\/h2>\r\n

The MB takes over all the UAB's rights and obligations (CK Article 2.104(1)). Assets, contracts and debts do not have to be transferred separately. The three-year subsidiary liability for old obligations applies only where the participants of the entity being converted are liable for its obligations (CK Article 2.104(2)). A UAB is a legal entity with limited civil liability (AB\u012e Article 2(2)), so there is no basis for applying that rule to the former shareholders.<\/p>\r\n

The type of the manager's contract changes. A UAB's manager has an employment contract (AB\u012e Article 37(4)), while an MB's manager has a civil (services) contract (MB\u012e Article 22(2)).<\/p>\r\n

After conversion, the Information System of Participants of Legal Entities (JADIS) receives data on the MB's members, including the amount or value of each member's contribution (MB\u012e Article 6\u00b9(1)). MB\u012e Article 6\u00b9(2) sets a time limit of 5 days after the MB's registration (MB\u012e Article 6\u00b9(2)). The law sets no separate time limit for conversion, so the safest course is to file the data within 5 days after the MB's regulations are registered. The MB's manager is responsible for filing the data, or, where there is no manager, the MB's representative or its sole member (MB\u012e Article 6\u00b9(3)).<\/p>\r\n

More on conversion<\/h2>\r\n