Quick answer
Every Lithuanian UAB must report its beneficial owners in JANGIS, the beneficial owners’ information system run by the state register keeper, Registrų centras. Beneficial owners are the people who own more than 25% of the company, directly or through other companies, or who otherwise control it. The data is due within 10 days of registration and of any later change, and a late or incorrect filing can cost the director a fine of €600 to €1,450 for each company.
Registering a company in Lithuania does not end the paperwork. Once the company is in the Register of Legal Entities, its director has to file a separate list of its beneficial owners, the people who stand behind it. Many foreign founders we work with did not know about this duty and assumed the registration covered everything.
The duty applies to every Lithuanian UAB, including a dormant one, and to every structure, from a single founder to a chain of holding companies. The filing itself is short once you know who to list, and a director living abroad can leave it to a representative.
Who Is a Beneficial Owner of a Lithuanian Company
A beneficial owner, often called the UBO (ultimate beneficial owner), is always a natural person, never a company. The Law on the Prevention of Money Laundering and Terrorist Financing looks at ownership and control first and turns to a senior managing official only when these give no clear answer. Control by other means, for example through an agreement with the other shareholders, also makes a person a beneficial owner.
| Type | Who it is | Typical example |
|---|---|---|
| Direct owner | A person who holds more than 25% of the shares or votes in the UAB | A founder who owns 100%, or each of two partners with 50% |
| Indirect owner | A person who controls a company that holds more than 25% of the UAB | The owner of an Estonian OÜ that is the sole shareholder of the UAB |
| Senior managing official | The director or another senior manager, listed when no one owns or controls the company in these ways, or it is unclear who does | Four partners with exactly 25% each |
Ownership Through a Holding Company
In our practice most mistakes happen when a company stands between the people and the UAB, because the shares then have to be worked out across several levels, one link at a time.
Suppose Anna owns 60% of a German GmbH, and the GmbH owns 40% of the UAB. Anna is a beneficial owner, because she controls the GmbH and the GmbH holds more than 25%, even though her proportional share works out at only 24%. Now suppose Anna and three partners each own 25% of the GmbH, which owns the whole UAB. None of them controls the GmbH or holds more than 25% through it, so the director is listed as the senior managing official, unless one of the four controls the company in some other way.
Every company in the chain is entered in JANGIS too, with its name, registration code, legal form, address and shareholding.
JANGIS and JADIS: Two Filings
Lithuania keeps ownership data in two places, both run by Registrų centras, the state register keeper. JADIS, the information system of legal entities’ participants, records who the shareholders are. JANGIS is a subsystem of JADIS, in effect the Lithuanian UBO register, and records who stands behind the shareholders. For a UAB owned by one person, both show the same name; for a UAB owned by a holding company, JADIS shows the company and JANGIS shows the people behind it.
| Detail | JADIS | JANGIS |
|---|---|---|
| What it records | Shareholders, whether people or companies | Beneficial owners, always people, and the companies in the chain |
| Deadline | Within 5 days of registration or of a change | Within 10 days of registration or of a change |
The beneficial owner list cannot be filed until the shareholder data is in JADIS, so after a share transfer that changes the beneficial owners, the director updates JADIS first and JANGIS straight after.
JANGIS Deadlines: After Registration and After a Change
The first list is due within 10 days of registration. A new one is due within 10 days whenever the recorded data changes, for example when a beneficial owner moves house or a holding company higher up the chain gets a new controlling shareholder.
Changes higher up the chain are the ones companies miss most often. The UAB’s own shareholder list stays the same, so owners forget about the Lithuanian register and the JANGIS data goes out of date.
How to Submit Beneficial Owner Data to JANGIS
The data is filed only online, through the Registrų centras self-service portal, and the list is signed with a qualified electronic signature. The director can file it personally or authorise someone else, through the portal or with a paper power of attorney.
For a foreign director the signature is usually the sticking point, because many foreign directors have no e-signature that the portal accepts. Most of our foreign clients therefore sign a power of attorney, and a representative makes the JANGIS filing for the company.
For each beneficial owner, the filing gives the name, personal code or date of birth, citizenship, country of residence and home address. It also states the size of their ownership or control, and a foreigner’s identity document is attached. If a foreign company sits in the chain, an extract from its home register is needed too, legalised and translated into Lithuanian. The extract can be skipped only when the same data is freely available in that country’s public register.
Fines for Late or Incorrect Beneficial Owner Data
Article 223(1) of the Code of Administrative Offences covers late, missing and incorrect data, and the fine is imposed on the director personally, not on the company.
| Situation | What happens |
|---|---|
| Data late, missing or incorrect | A fine of €600 to €1,450 on the director |
| Administrative instruction | If one is offered, the director can close the case by paying half of the minimum fine, €300, by the deadline set in it |
| Instruction not paid | The case is examined in full, and the fine can be anywhere from €600 to €1,450 |
| Several companies | A separate fine for each company with a late or incorrect filing |
In our practice Registrų centras sends no reminder first. It draws up a protocol, the formal record of the offence, in the director’s name, and the first letter the director receives is already about the case. Official letters reach the company through the state e-delivery system or its registered address in Lithuania, so a director living abroad needs a reliable way to receive both.
Paying the fine does not replace the filing: the correct list still has to go into JANGIS, as filing it is one of the duties of a Lithuanian company director.
Banks and payment institutions also check JANGIS when they identify a client’s owners, and when it differs from their own records, they ask the company to correct it. That can delay the opening of a bank account for a Lithuanian company or a payment review.
JADIS and JANGIS Filings With Eesti Firma
We file and update JADIS and JANGIS data for our clients under a power of attorney, after registration and whenever the ownership changes. We work out the ownership chain with you, prepare the documents for any foreign company in it and file within the deadlines once you tell us about a change.
If you are setting up a new company, the filings can be planned together with the company registration in Lithuania. If your filing is already late, send us a request and we will tell you what needs to be filed and by when.
Frequently Asked Questions
Yes. A sole shareholder who is a natural person is the beneficial owner, and the list is due within 10 days of registration. If the sole shareholder is a company, the people who control it are listed instead.
No, only a natural person can be one. A holding company that owns a Lithuanian LLC is entered in JANGIS only as a link in the chain, and the filing continues up to the people who control it.
Only when the director is entered in JANGIS as the senior managing official. If the company has owners who pass the ownership or control tests, a new director changes nothing there, though the change itself is filed with the Register of Legal Entities.
An Estonian company declares its beneficial owners in the Estonian Commercial Register as part of the registration application and updates them within 30 days of a change. Lithuania uses a separate subsystem, JANGIS, and a shorter 10-day deadline.
