Incorporating

We can give you advice and practical assistance for establishing various kinds of corporate entities:

  • Preparation and coordination with founders of documents for the establishment of the company (foundational agreement, regulations, shareholder decisions, articles of incorporation), verification of legal compliance;
  • Consultation on the possible need for and importance and correct form of additional documents (powers of attorney, certifications, records, etc.);
  • Preparation and registration of powers of attorney and proxies;
  • Assistance in coordinating documents for incorporating the company with notaries and the Register of Legal Entities;
  • Preparation of stock buy-sell and subscription agreements;
  • Preparation of securities register, extractions from personal securities account;
  • Opening a bank acount;
  • Consultation on company management structure, the appointment of a CEO and other management bodies;
  • After incorporation, providing practical support on other issues connected with the business (advice on registering as a VAT taxpayer, corporate seal, etc.).

All youhave to do is choose the legal form of the corporation based on the planned business activities, and TIV specialists will prepare documents of incorporation and coordinate them with a notary public and the Lithuanian Register of Corporate Entities. We perform all the tasks needed to establish the company and you receive the registration record for the corporation, the articles of incorporation and, if needed, a company seal. You can spend all the time you save on planning business and organizing.

We also offer:

  • Establishment of agencies, subsidiaries and companies abroad;
  • Increase/decrease of share capital, changes to articles of incorporation;
  • Representation and assistamce in obtaining necessary licences and permits;
  • Changing location and registration;
  • Preparation of company’s internal documents, minutes of shareholder’s meetings, decisions by managerial bodies, labour regulations and other company documents;
  • Organizing of general meetings of shareholders;
  • Representation of shareholders, transfer of voting rights, preparation of stock buy-sell and subscription agreements with the right to repurchase;
  • Representation of company on the register of corporate entities.

We represent our clients in M&A (Mergers and Acquisitions) and find companies suitable for acquisition. We perform assesement of the company, and prepare the financing structure in accordance with individual client’s needs and conduct searches for investors and financeers.

The individual enteprise

The individual enteprise is a private legal entity with unlimited civil liability. Individual enterprises may be founded only by private individuals. The individual enterprise is considered established the moment it is registered on the Lithuanian Register of Corporate Entities. The individual enterprise’s assets consist of the owner’s private property transferred to the company and assets acquired in the name of the company.

The following information is required for the establishment of an individual enterprise:

  1. Information concerning the owner (founder) of the company;
  2. Information concerning the prospective CEO;
  3. The exact name of the company;
  4. The company’s office address;
    1. If the owner of the premises is an individual, notarized consent is required;
    2. If the owner of the premises is a corporate entity, the signed and stamped consent of the director is required;
    3. If the premises are mortgaged, the permission of the bank holding the mortgage is required;
    4. If the premises of the company is registered at premises which do not belong to its founder, merely providing personal identification during confrmation of the articles of incorporation is sufficient
  5. Information about the company’s sphere of activities.

Private limited liability company

Private limited liability company is a private limited liability corporate entity whose capital is divided into shares. The amount of authorised capital of the private limited liability company must not be less than LTL 10,000. The authorized capital is equal to the sum total of the nominal value of shares issued.

The company’s shareholders may be people or corporate entities. The number of shareholders may not exceed 249. The company is liable for its obligations to the value of the assets it holds, but it is not liable for the shareholders’ obligations, and vice versa: shareholders aren’t liable for the company’s obligations.

The following information is required for the establishment of a private limited liability company:

  1. Information on the founder;
  2. The name of the company;
  3. The amount of the company’s authorizes capital;
  4. The office address of the company:
    1. If the owner of the premises is an individual, notarized consent is required;
    2. If the owner of the premises is a corporate entity, signed and stamped consent from the director is required;
    3. If the premises are mortgaged, permission of the bank holding the mortgage is required;
  5. Information on the director of the company;
  6. Information on the company’s sphere of commercial activities.
     

Public limited liability company

A public limited liability company is a limited liability corporate entity whose shares can be owed by one or several people or corporate entities. The public limited liability company’s authorised capital must not be less than LTL 150,000. Its shares may be offered for sale and traded publicly in compliance with laws regulating the securities market. The number of shareholders is not limited. Each shareholder has such rights as are granted to shareholders through ownership of shares. Everything else being equal, all shareholders in the same class of share ownership have equal rights and duties.

A public limited liability company is responsible to answer to its obligations by means of the property it holds, but is not liable for the obligations of shareholders, and vice versa: shareholders are not liable for the obligations of the corporation.

The following information is required for the establishment of a public limited liability company:

  1. Information on the founders (shareholders);
  2. The name of the company;
  3. The amount of the company’s authorized capital;
  4. The office address of the company:
    1. If the owner of the premises is an individual, notarized consent is required;
    2. If the owner of the premises is a corporate entity, signed and stamped consent by the director is required;
    3. If the premises are mortgaged, permission of the bank holding the mortgage is required;
  5. Information on the director of the company;
  6. Information on the company’s sphere of commercial activities.

Public Institution

A Public Institution (PI) is a non-profit limited liability public corporate entity whose main objective is to serve the public interest by performing activities useful to society. A PI has the right to engage in business not prohibited by law that is necessary to achieve its objectives.

Public institutions may be founded by the entering into agreement for establishment of the public institution by state and municipal authorities and other individuals who are not seeking profit from its activities. The number of founders is not limited. A public institution participant is a person or corporate entity who has made a contribution to the public institution and pursuant to the Law on Public Institutions and articles of incorporation enjoys the rights of participant, and which has sharer’s rights determined by this law and articles of association, as well as the person or corporate entity to whom shareholder rights have been transferred in accordance with the articles of incorporation and law. Profit earned by the public institution may be used only for activities that are necessary to achieve the objectives of public institution as defined in its articles of incorporation.

The following information is required for the establishment of a PI:

  1. Information on the founders;
  2. The name of the PI;
  3. The office address of the PI:
    1. If the owner of the premises is an individual person, notarized consent is required;
    2. If the owner of the premises is a corporate entity, signed and stamped consent by the director is required;
    3. If the premises are mortgaged, permission of the bank that holds the mortgage is required;
  4. Information on the director of the PI.

General Partnership

A General Partnership (GP) is an enterprise established by several people and/or corporate entities on the basis of a partnership agreement for engaging in commercial activities. It is an unlimited liability company whose property is not distinct from the property of its partners. The assets of the general partnership are formed through a joint partial ownership plan, so the GP partners are liable for the GB’s obligations jointly with all of their property. The GP is not be liable for the unrelated obligations of the partners.

The partnership has to have at least 2 and not more than 20 partners. The partner of a general partnership enters into a partnership agreement and contributes or undertakes to make a contribution to the partnership.

The following information is required to establish a GP:

  1. Information about the founders;
  2. The name of the GP;
  3. The office address of the GP;
    1. If the owner of the premises is an individual, notarized consent is required;
    2. If the owner of the premises is a corporate entity, signed and stamped by the director is required;
    3. If the premises are mortgaged, permission from the bank holding the mortgage is required;
  4. Information about the director of the GP.

Limited Partnership (LP)

A Limited Partnership (LP) - is an enterprise established by several individuals and/or corporate entities on the basis of a partnership agreement for engaging in commercial activities. The general partners and limited partners engage in business on behalf of the LP.

The limited partnership has to have at least one general partner and one limited partner. The property of the LP is separate from the property of limited partners and not separate from the property of general partners. General partners are jointly and individually liable for the obligations of the LP to the full extent of their own assets, whereas limited partners are liable only to the full extent of assets they had transferred, or should have transferred to the LP but did not by the deadline defined in the agreement. The partnership agreement may provide for a different form of liability for limited partners. The LP is not be liable for the obligations of its partners that are unrelated to the partnership. The Law on Partnerships, however, does provide the right to define other forms of liability for limited partners.

The following is required for the establishment of an LP:

  1. Information on the founders of the LP;
  2. The name of the LP;
  3. The office address of the LP;
    1. If the owner of the premises is an individual, notarized consent is required;
    2. If the owner of the premises is a corporate entity, signed and stamped by the director is required;
    3. If the premises are mortgaged, permission from the bank holding the mortgage is required;
  4. Information about the director of the LP.

Association

An Association is a limited liability public corporate entity whose aim is to coordinate the activities of members of association, represent and defend the interests of members and meet satisfy other public interests. An association may acquire and enjoy only those civil rights and duties which conform to the goals of associations as defined in civil code and the Law on Associations. An association has the right to engage in business not prohibited by law, not in conflict with the statutes and the goals of the association, and which is necessary to achieve its objectives.

Founders of an association may be people 18 years old and older and/or corporate entities. The minimum number of association founders is three.

The following is required for establishing an association,:

  1. Information on the founders;
  2. The name of the association;
  3. The office address of the association:
    1. If the owner of the premises is an individual, notarized consent is required;
    2. If the owner of the premises is a corporate entity, signed and stamped by the director is required;
    3. If the premises are mortgaged, permission from the bank holding the mortgage is required;
  4. Information about the director of the association.

Charity and Sponsorship Fund

A Charity and Sponsorship Fund (fund) is a limited liability public corporate entity whose principal activity is providing charity and/or sponsorship of and other support to people and corporate entities in science, culture, education, religion, sports, healthcare, social care and welfare, environmental protection and other public interests under the provisions of the Law on Charity and Support and the Law on Charity and Support Funds.

Founders of the fund may be people or corporate entities who commit to make a contribution in cash or assets and provide services to the fund before registration of the fund. Founders may be people, corporate entities or international organizations from Lithuania or abroad. The Law on Charity and Support bars certain people from being aid providers, and this ban applies to potential founders of this type of fund as well. The greement establishing the fund (the act of establishment) must be signed by all the founders. All founders become fund participants upon registration of the fund on the Register of Corporate Entities.

The following is required for establishing a charity and sponsorship fund:

  1. Information on the founders;
  2. The name of the charity and support fund;
  3. The office address of the charity and support fund;
    1. If the owner of the premises is an individual, notarized consent is required;
    2. If the owner of the premises is a corporate entity, signed and stamped by the director is required;
    3. If the premises are mortgaged, permission from the bank holding the mortgage is required;
  4. Information about the director of the charity and support fund.

 

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