Easy and quick way to register company in Lithuania. Step-by-step guide
Step-by-Step Guide to Registering an MB (Small Partnership) in Lithuania
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In Lithuania, an MB (Mažoji Bendrija or Small Partnership) is a popular business entity for small businesses due to its flexibility, low setup costs, and minimal capital requirements. It’s designed for small groups of individuals (up to 10 members) and offers limited liability, meaning members are not personally liable for the company’s obligations. Below is a step-by-step guide to registering an MB in Lithuania, based on the most current and reliable information available.
Step 1: Choose and Reserve a Company Name
- **Action**: Select a unique name for your MB that complies with Lithuanian naming regulations. The name should not be identical or too similar to existing registered companies and must hint at the business activity.
- **Process**: Check name availability through the Lithuanian Register of Legal Entities (Registrų Centras) online portal. Submit Form JAR-5 to reserve the name, which remains valid for 6 months.
- **Time**: 1 day
- **Cost**: Approximately €16
- **Note**: Ensure the name adheres to the Lithuanian Language’s State Commission rules.
Step 2: Gather Required Documents
- **Documents Needed**:
- **Personal Identification**: Copies of passports for all members (up to 10 individuals; no legal entities allowed as members).
- **Proof of Residence**: A utility bill or similar document for each member to verify their address.
- **Articles of Association**: Draft this document outlining the MB’s internal rules, management structure, member rights, and operational guidelines. Templates are available, but ensure they meet Lithuanian legal requirements.
- **Registered Address**: Provide a legal address in Lithuania for official correspondence. If you don’t have one, services like virtual office providers can supply an address (often included in registration packages).
- **Additional Notes**:
- Unlike a UAB (Private Limited Liability Company), an MB does not require a minimum share capital, making it cost-effective.
- Documents not in Lithuanian must be translated by a certified translator
Step 3: Notarize Founding Documents
- **Action**: Have the Articles of Association and other founding documents notarized by a Lithuanian notary.
- If registering remotely, a power of attorney (PoA) can be used to authorize a representative (e.g., a consultancy) to handle notarization.
- For electronic registration, a qualified electronic signature is required (available for EU ID card holders or non-residents with a Lithuanian mobile signature, if applicable).
- **Apostille/Legalization**: If documents originate from outside Lithuania:
- For countries in the 1961 Hague Convention, an Apostille is needed.
- For non-Hague Convention countries (e.g., Russia, Ukraine), documents require legalization unless exempted (e.g., Estonia, Latvia).
- **Time**: 1-2 days
- **Cost**: €85–€340, depending on document complexity and capital (if any).
Step 4: Open a Bank Account (Optional for MB)
- **Action**: While an MB does not require a minimum share capital, you may need to open a Lithuanian bank account for operational purposes or to deposit voluntary capital contributions.
- **Process**: Choose a local or international bank (e.g., Swedbank, SEB, or fintech options like Revolut for faster setup). Provide incorporation documents and member IDs. Remote account opening is possible with fintech banks, but traditional banks may require an in-person visit.
- **Time**: Varies (1–7 days)
- **Cost**: Free or minimal bank fees
- **Note**: A local account simplifies tax and payroll management but isn’t mandatory at this stage.
Step 5: Register with the Register of Legal Entities
- **Action**: Submit all notarized documents to the State Enterprise Centre of Registers (Registrų Centras) via:
- **Online Portal**: Fastest method, requiring an electronic signature.
- **In-Person**: At a Regitra branch or through a consultancy.
- **Remote**: Via a power of attorney to a legal representative.
- **Documents to Submit**:
- Form JAR-1 (application for registration).
- Notarized Articles of Association.
- Member identification documents.
- Proof of registered address.
- **Time**: Up to 3 business days (online registration is often faster, 3–5 days total).
- **Cost**: Approximately €32 for standard registration; electronic registration may be cheaper (~€20).
Step 6: Register for Taxes and Social Insurance
- **Tax Registration**:
- Register with the State Tax Inspectorate (Valstybinė Mokesčių Inspekcija, VMI) to obtain a tax identification number.
- Apply for VAT registration if your business expects a turnover exceeding €45,000 annually or if you plan to trade within the EU.
- **Time**: 1–3 days
- **Cost**: Free or minimal administrative fees
- **Social Insurance**:
- Register with the State Social Insurance Fund Board (Sodra) to ensure employee social security benefits (e.g., pensions, medical insurance) if you plan to hire staff.
- **Time**: 1–2 days
- **Cost**: Free, but ongoing contributions apply for employees (1.77%–2.49% employer contributions).
Step 7: Obtain Necessary Licenses and Permits
- **Action**: Depending on your business activities (e.g., food, transport, fintech), obtain specific licenses or permits from relevant authorities.
- **Process**: Consult with a legal advisor or Go Vilnius/Invest Lithuania for guidance on sector-specific requirements. Some licenses can be applied for online.
- **Time and Cost**: Varies by industry (e.g., a fintech license may take weeks and cost thousands).
Step 8: Set Up Accounting and Compliance
- **Action**: Hire an accountant or set up an internal accounting system to comply with Lithuanian tax laws.
- File annual financial statements and tax returns.
- For MBs with turnover exceeding €300,000, the corporate tax rate is 15%; otherwise, it’s 5%. Startups may qualify for 0% corporate tax in their first fiscal year if income is below €300,000.
- **Note**: MBs must submit annual financial reports to the Register of Legal Entities. An audit is required only if turnover exceeds €700,000 or assets exceed €350,000.
- **Cost**: Varies (e.g., €750–€1,800 for professional accounting services annually).
Step 9: Receive Registration Certificate
- **Action**: Once approved, the Register of Legal Entities issues a company registration certificate and corporate documents, which may need legalization or Apostille for international use.
- **Delivery**: Documents are sent digitally or via courier if registered remotely.
- **Time**: Included in the 3–5 days for Step 5.
Optional: Apply for a Residence Permit (Non-EU Nationals)
- **Action**: If you’re a non-EU resident, you can apply for a temporary residence permit (TRP) through business investment after registering the MB. This requires proof of business activity and sufficient funds.
- **Process**: Submit an application to the Migration Department. A TRP is typically issued for 1–2 years and allows travel within the Schengen Area for up to 90 days.
- **Time**: 1–2 months
- **Cost**: Varies (consult the Migration Department for fees).
Additional Notes
- **Total Time**: The entire process typically takes 5–10 business days if documents are prepared correctly. Remote registration is possible, especially with professional assistance.
- **Total Cost**: Approximately €150–€750 for basic registration (including government fees, notary fees, and name reservation). Additional costs may apply for legal/consultancy services (€750–€1,800) or virtual office services.
- **Remote Registration**: Non-residents can register an MB without traveling to Lithuania by using a power of attorney or electronic signature. No residency is required for members or directors, unlike some other structures.
- **Advantages of MB**:
- No minimum share capital (unlike UAB’s €1,000–€2,500).
- Flexible management (no mandatory board or employed director).
- Suitable for small businesses with 1–10 members.
- Limited liability for members.
- **Professional Assistance**: Consultancies like De Civitate, Tetra Consultants, or Maira Consult can handle the entire process for €750–€1,800, simplifying paperwork and ensuring compliance.[]
### Why Choose an MB in Lithuania?
- **Business-Friendly Environment**: Lithuania ranks 11th globally for ease of doing business, with fast registration (3–5 days online) and low corporate tax rates (5% for small companies).
- **EU Market Access**: An MB provides access to the EU single market without customs barriers.
- **Low Costs**: No minimum capital and low registration fees make MBs ideal for startups and small ventures.
By following these steps and ensuring compliance with Lithuanian regulations, you can establish an MB efficiently and start operating in one of Europe’s most dynamic business hubs.
For personalized guidance, contact our team of dedicated professionals and we would be happy to help you out.
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