How to Convert an MB to a UAB

An MB can be converted into a UAB without closing the existing company and establishing a new one. The company continues operating under a different legal form while retaining its existing rights and obligations.

Decision to Convert the MB

The conversion begins with a formal decision by the MB’s member or members. The necessary UAB documents are then prepared, including the new articles of association, share structure and appointment of the company’s director.

The decision to convert the company must be publicly announced in accordance with Lithuanian law. The company’s legal status is subsequently changed to “being converted” in the Lithuanian Register of Legal Entities.

Minimum Share Capital Requirement

A Lithuanian UAB must have a minimum share capital of €1,000. This amount must be reflected in the MB’s balance sheet before the conversion.

If the MB does not have the required amount on its balance sheet, the missing funds must be deposited into the MB’s bank account. The company’s financial documents must confirm that at least €1,000 is available to form the UAB’s share capital.

Notarised and Apostilled Power of Attorney

The conversion must be completed through a Lithuanian notary. If the company owner cannot visit Lithuania, we can complete the process on their behalf under a power of attorney.

We will prepare and send the power of attorney draft, which the owner must take to a notary in their country. The owner must sign the power of attorney before the notary. The document must then be notarised and apostilled before it can be used in Lithuania. Both notarisation and apostille are mandatory.

Authorisation Through the Centre of Registers

A separate electronic authorisation through the Lithuanian Centre of Registers is also required. Unlike the power of attorney, this authorisation does not need to be notarised or apostilled.

Once all the documents have been approved by a Lithuanian notary and submitted to the Centre of Registers, the MB is officially converted into a UAB. From that point, the company must comply with the legal, accounting and management requirements applicable to Lithuanian private limited liability companies.