{"id":2574,"date":"2026-10-06T08:59:51","date_gmt":"2026-10-06T05:59:51","guid":{"rendered":"https:\/\/linden.lt\/tinklarastis\/mb-manager-after-converting-a-uab-lithuania\/"},"modified":"2026-10-06T08:59:51","modified_gmt":"2026-10-06T05:59:51","slug":"mb-manager-after-converting-a-uab-lithuania","status":"publish","type":"irasas","link":"https:\/\/linden.lt\/en\/blog\/mb-manager-after-converting-a-uab-lithuania\/","title":{"rendered":"Who becomes the MB&#8217;s manager after a UAB is converted into an MB"},"template":"","kategorija":[],"class_list":["post-2574","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":"<p>When a private limited company (UAB) is converted into a small partnership (<em>ma\u017eoji bendrija<\/em>, MB), neither the UAB's manager nor the sole member automatically becomes the MB's manager. The MB's regulations (<em>nuostatai<\/em>) choose the management model: the MB will have a manager, or its only management body will be the members' meeting. If the MB is to have a manager, the manager is appointed by the conversion decision, because the MB's bodies must be elected before the MB's regulations are registered. The MB's manager has a civil (services) contract, not an employment contract. An MB member can also be the manager.<\/p>\r\n<h2>Two management models for an MB<\/h2>\r\n<p>The MB's bodies are stated in its regulations (Article 12(1) of the Law on Small Partnerships of the Republic of Lithuania (MB\u012e)). There are two options: only the members' meeting, which is then also the management body, or the members' meeting and a single-person management body, the MB's manager (MB\u012e Article 12(2)). The regulations must state the MB's bodies and their powers and how the manager is appointed and removed, if the MB is to have a manager (MB\u012e Article 5(2)).<\/p>\r\n<p>If the only management body is the members' meeting and there are two or more members, the MB must have a representative (MB\u012e Article 21(1)). Only an MB member can be the representative (MB\u012e Article 21(3)). Where there is one member, that member performs the representative's functions, except those in points 2, 3 and 4 of MB\u012e Article 21(7) (MB\u012e Article 14(4)).<\/p>\r\n<h2>Who appoints the MB's manager, and when<\/h2>\r\n<p>On the conversion of a UAB, the general meeting's decision must approve the MB's regulations and elect the bodies elected by the participants' meeting (Article 72(6) of the Law on Companies of the Republic of Lithuania (AB\u012e)). The MB's manager is appointed by the MB's members' meeting (MB\u012e Article 22(2)). So if the MB is to have a manager, the manager is appointed by the same conversion decision. The MB's regulations are registered only after the management bodies of the entity in its new form are elected (AB\u012e Article 72(25)).<\/p>\r\n<p>The UAB's manager does not become the MB's manager by default. A UAB's manager is elected by the management board, the supervisory board or the general meeting of shareholders (AB\u012e Article 37(3)), while an MB's manager is appointed by the MB's members' meeting (MB\u012e Article 22(2)). If you want the same person to run the MB, write it clearly into the decision.<\/p>\r\n<h2>Does the sole member automatically become the manager<\/h2>\r\n<p>No. Where an MB has one member, no meeting is convened, and that member's written decisions are equivalent to decisions of the members' meeting (MB\u012e Article 15(3)). But the members' meeting and the manager are different bodies of the MB (MB\u012e Article 12(2)). In a UAB case the Supreme Court of Lithuania held that the shareholders' exclusive right to elect the manager does not mean that a sole shareholder acquires the manager's rights (ruling of 10 March 2021, civil case No. e3K-3-41-421\/2021). The ruling concerns a UAB, so it applies to an MB only by analogy; the MB\u012e likewise treats the members' meeting and the manager as separate bodies (MB\u012e Article 12(2)).<\/p>\r\n<p>So the sole member has to choose one of two routes:<\/p>\r\n<ul><li>provide for a manager in the MB's regulations and appoint themselves or another person. An MB member can be the MB's manager (MB\u012e Article 22(1));<\/li><li>provide in the MB's regulations that the only management body is the members' meeting. The sole member then performs the representative's functions personally, except those in points 2, 3 and 4 of MB\u012e Article 21(7) (MB\u012e Article 14(4)).<\/li><\/ul>\r\n<h2>How a manager differs from a representative<\/h2>\r\n<p>The MB's manager acts in the MB's name and has the right to conclude transactions alone (MB\u012e Article 22(7)). The regulations can specify which decisions and transactions need the approval of the members' meeting (MB\u012e Article 22(9)).<\/p>\r\n<p>Where the MB is run only by the members' meeting, the meeting decides on concluding each transaction (MB\u012e Article 14(1)). The representative represents the MB in its dealings with others and concludes the transactions the members' meeting has decided on (MB\u012e Article 21(7)). So the model without a manager suits an MB whose members want to decide every transaction themselves, and the model with a manager suits one that wants to entrust day-to-day decisions to one person.<\/p>\r\n<h2>What contract is signed with the MB's manager<\/h2>\r\n<p>The MB's manager must be a natural person (MB\u012e Article 22(1)). A civil (services) contract is concluded with the MB's manager, and the members' meeting decides on the appointment and the terms of the contract (MB\u012e Article 22(2)). A person authorised by the members' meeting signs the contract on the MB's behalf, and the manager takes office on the day after the contract is signed unless the contract provides otherwise (MB\u012e Article 22(3)).<\/p>\r\n<p>An MB member may conclude civil contracts with the MB, except contracts bearing the features of an employment relationship (MB\u012e Article 7(4)). A UAB's manager has an employment contract (AB\u012e Article 37(4)). So on conversion you need to decide in advance how the former UAB manager's employment contract will end and under what civil contract the MB's manager will work.<\/p>\r\n<h2>Registration<\/h2>\r\n<p>When a legal entity is registered after conversion, the documents are filed with a notary (point 48 of the Regulations of the Register of Legal Entities (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 Register of Legal Entities shows the members of the entity's management bodies (Article 2.66(1) of the Civil Code of the Republic of Lithuania (CK)). Where the management body is the members' meeting and there are two or more members, the register also shows the MB's representative (MB\u012e Article 6(2)).<\/p>\r\n<p>The MB's manager, having taken office, must notify the registrar of their data and file the documents on their appointment no later than within 5 days (MB\u012e Article 22(5)). Data on the MB's members are filed with the Information System of Participants of Legal Entities (JADIS) by the MB's manager or, where there is no manager, by the representative or the sole member (MB\u012e Article 6\u00b9(3)).<\/p>\r\n<h2>More on conversion<\/h2>\r\n<ul><li><a href=\"https:\/\/linden.lt\/en\/blog\/converting-an-mb-into-a-uab-lithuania\/\">Converting an MB into a UAB: decision, capital, creditors, timing<\/a><\/li><li><a href=\"https:\/\/linden.lt\/en\/blog\/setting-up-a-small-partnership-mb-lithuania\/\">Setting up a small partnership (MB) in Lithuania<\/a><\/li><li><a href=\"https:\/\/linden.lt\/en\/blog\/changing-the-ceo-of-a-uab-lithuania\/\">Changing the CEO of a UAB<\/a><\/li><\/ul>\r\n<h2>How to start<\/h2>\r\n<p>Send us the UAB's articles of association, the list of shareholders and the current manager's contract, and tell us who will run the MB and under which model. We will prepare the decision, the MB's regulations with the chosen management model and the MB manager's civil contract.<\/p>\r\n<p>Phone +370 5 212 1506, email info@linden.lt<\/p>\r\n<p>More about this service: <a href=\"https:\/\/linden.lt\/en\/services\/company-law\/changing-the-legal-forms-of-legal-entities-reorganisation\/\">Changing the legal form of a legal entity<\/a>.<\/p>"}]},"_links":{"self":[{"href":"https:\/\/linden.lt\/en\/wp-json\/wp\/v2\/irasas\/2574","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/linden.lt\/en\/wp-json\/wp\/v2\/irasas"}],"about":[{"href":"https:\/\/linden.lt\/en\/wp-json\/wp\/v2\/types\/irasas"}],"version-history":[{"count":0,"href":"https:\/\/linden.lt\/en\/wp-json\/wp\/v2\/irasas\/2574\/revisions"}],"wp:attachment":[{"href":"https:\/\/linden.lt\/en\/wp-json\/wp\/v2\/media?parent=2574"}],"wp:term":[{"taxonomy":"kategorija","embeddable":true,"href":"https:\/\/linden.lt\/en\/wp-json\/wp\/v2\/kategorija?post=2574"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}