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Lithuanian UAB: Shares, Capital and Corporate Bodies

The UAB — uždaroji akcinė bendrovė — is Lithuania's private limited liability company. A plain-language look at how the form is built: closed shares, share capital, shareholders and the bodies that run it.

The Lithuanian UAB is the country’s private limited liability company and by far the most common legal form among its businesses. The three letters stand for uždaroji akcinė bendrovė, and they close most Lithuanian company names — from one-person consultancies to large employers.

This guide takes the Lithuanian UAB apart as a legal structure: what the name actually means, why the form is called “closed”, how shares and share capital are built, who can own a UAB company, and which bodies run it — all in plain language, with no legal background assumed.

What Is a UAB (Uždaroji Akcinė Bendrovė)?

Translated literally, uždaroji akcinė bendrovė means “closed joint-stock company”; in legal terms, a private limited liability company. Every UAB in Lithuania is a separate legal entity: once entered in the Register of Legal Entities, maintained by Registrų centras, it exists independently of its owners — holding assets, signing contracts and answering for its own debts, while the people behind it risk only what they invested.

The label is protected by law: a company using this form must carry the words uždaroji akcinė bendrovė or the abbreviation UAB in its name, so the suffix immediately tells you what kind of entity you are dealing with. English-speaking founders often search for it under the American term — for that angle, see our separate guide to the LLC in Lithuania; this page stays with the Lithuanian original.

Key Features of the Lithuanian UAB at a Glance

Here is how a UAB company is put together, on one screen:

Feature How it works in a UAB
Full legal name Uždaroji akcinė bendrovė — a private limited liability company
Meaning of “closed” Shares stay in a defined circle; no public offering, no exchange
Legal personality A separate legal entity, distinct from its owners
Shares Registered shares with a nominal value, recorded in a share ledger
Share capital Minimum €1,000 — the sum of the nominal values of all shares
Shareholders One is enough; the law caps the count below 250
Corporate bodies General meeting and a director; board and council are optional
Governing law The Law on Companies (Akcinių bendrovių įstatymas) and the Civil Code

Why “Closed”: Shares That Never Go Public

The defining word in the name is uždaroji — closed. The shares of a UAB are registered securities: each has a nominal value, each is recorded in the company’s share ledger, and everyone always knows exactly who owns what. They change hands by private agreement between a seller and a buyer, typically with pre-emption rights for the existing shareholders — never through a public offering or a stock exchange.

The closed circle also has a ceiling: by law, a UAB must have fewer than 250 shareholders. A company that wants to raise money from the public, list its shares or outgrow that ceiling moves into the territory of the AB — the public counterpart of the UAB — and can be converted into one. For a private business, the closed structure of the Lithuanian UAB is a feature, not a limitation: ownership stays predictable, and no outsider can buy their way in unnoticed.

Share Capital of a UAB: How the €1,000 Works

Share capital is the money the owners commit to the company at the start. For a Lithuanian UAB the legal minimum is €1,000, and the figure is not arbitrary: it must equal the sum of the nominal values of all issued shares. One person can hold every share, or ownership can be split in any proportion.

Payment follows a fixed sequence. Each founder’s initial contribution is made in money, into an accumulation account opened for the company being founded, and must cover at least a quarter of the nominal value of their subscribed shares — while the total paid in before registration can never fall below the €1,000 minimum. The rest is paid in later, in cash or in kind, within the deadline set at incorporation — at most 12 months. Contributions in kind, such as equipment or property, require an independent valuation; work and services cannot be contributed at all.

The capital belongs to the company

The €1,000 is not a fee that disappears — it becomes the company’s own money and, once the UAB is registered, can be spent on ordinary business needs.

Shareholders and the General Meeting

A UAB can have a single shareholder or as many as the statutory ceiling allows — fewer than 250 — and they can be natural persons or legal entities, with no nationality or residence requirement. A foreign individual or a foreign parent company can own 100% of a Lithuanian UAB, and owning it alone is entirely normal.

Every shareholder holds a bundle of rights attached to their shares:

  • Voting — each ordinary share carries a vote at the general meeting of shareholders.
  • Dividends — a share of distributed profit, in proportion to the shares held.
  • Information — access to the documents and data the law entitles owners to see.
  • Pre-emption — priority to subscribe to newly issued shares before outsiders.

The general meeting of shareholders is the highest body of the UAB: only it can amend the articles of association, change the share capital, approve the annual accounts, decide what happens to profit, and — in the usual setup without a board — appoint or remove the director. In a one-person UAB the sole owner takes these decisions in writing — no meetings required.

The Director and Optional Boards of a UAB

Every UAB company must have a director (vadovas) — a single-person management body who runs day-to-day operations, represents the company and signs on its behalf. The director need not be a shareholder, and no residence requirement applies, so the role can be held from abroad.

Larger structures can add collegial bodies on top: a board (valdyba) and, more rarely, a supervisory council (stebėtojų taryba). For a typical founder-run UAB neither is required: the general meeting and the director are all the governance it needs. Whoever manages the company owes it duties of loyalty and care: acting in the interest of the UAB and its shareholders and avoiding conflicts of interest.

The Role of the UAB in Lithuanian Business

The UAB dominates the Lithuanian corporate landscape because its design fits almost any private venture:

  • Investment-ready. Shares with nominal values make it straightforward to bring in partners and divide ownership precisely.
  • Open to any owner. A holding company or a foreign parent slots in as a shareholder without difficulty.
  • The base for licensed activity. Regulated business lines — for instance, a crypto licence in Lithuania — are built on the UAB form.
  • A familiar counterparty. Banks, partners and employees all know exactly what they are dealing with.

In short: the Lithuanian UAB trades a small amount of structure — €1,000 of capital, one director, one register entry — for limited liability and room to grow. And when you are ready to move from anatomy to practice, the setup routes, timelines and current tax picture are kept up to date on our service page about company registration in Lithuania.

Frequently Asked Questions

This guide was prepared by the Eesti Firma team, including Lawyer & Partnerships Lead Dmitry Malyshev, and is intended solely for informational purposes. None of the provided content constitutes legal, tax, or investment advice. While every effort has been made to ensure accuracy at the time of publication, laws and regulations may change. For personalized legal assistance, please contact Eesti Firma directly.