Reorganize Company in Lithuania
Strategic, Compliant, and Effective Reorganization with AM Law
In today’s competitive market, business needs are constantly evolving. Companies must adapt not only to stay relevant but also to position themselves for sustainable growth and stability. Whether you are consolidating departments, separating business lines, merging with another company, or adjusting your legal structure, the need to reorganize your company in Lithuania may arise at any stage of your business lifecycle.
At AM Law, we specialize in helping businesses successfully navigate legal and structural reorganization. With deep knowledge of Lithuanian corporate law and years of practical experience, we offer fully customized legal solutions that are both strategic and compliant.
What Is Company Reorganization?
Company reorganization is a formal legal process through which a business alters its structure to achieve operational, financial, or strategic goals. Reorganization may involve merging companies, splitting business units, changing company type, or restructuring ownership or capital.
In Lithuania, such changes are regulated under the Law on Companies, the Civil Code, and other related legislation. Every action must follow strict procedural rules, and failure to comply can lead to delays or legal consequences. That’s where AM Law steps in—to make your reorganization smooth, legally secure, and future-ready.
When Should You Reorganize Your Company?
There are many situations in which reorganization makes good business sense:
- Mergers or acquisitions: When combining operations or absorbing another company
- Spin-offs and demergers: Separating business activities into different entities
- Capital optimization: Increasing or decreasing share capital based on current needs
- Legal form transformation: Changing from an Individual Enterprise to a Private Limited Liability Company (UAB), or from UAB to a public company (AB)
- Succession planning: Preparing a business for sale or handover to new management
- Crisis management: Reorganizing to recover from financial losses or debt
Each of these situations requires a carefully planned legal approach to avoid disruptions and ensure long-term success. AM Law helps you define the most efficient route tailored to your goals.
Legal Types of Reorganization in Lithuania
There are four primary legal forms of company reorganization recognized under Lithuanian law:
Merger (Sujungimas / Prijungimas)
This involves combining two or more companies into a single legal entity. It can be carried out either by forming a new company (merger by consolidation) or by one company absorbing the others (merger by acquisition).
Division (Skaidymas / Atsiskyrimas)
A company may be split into several legal entities, either by creating new companies or transferring specific assets and activities to already existing ones. This is common when separating unrelated business lines or preparing for independent growth.
Transformation (Pertvarkymas)
This refers to changing the legal form of a company. For example, you might convert a Private Limited Liability Company (UAB) into a Public Limited Liability Company (AB), or vice versa. This is often done to meet new operational goals or prepare for public investment.
Separation of Assets and Liabilities
If the business intends to transfer part of its operations to another company (either affiliated or new), reorganization allows for this transfer while preserving contractual relationships and legal continuity.
AM Law assists in all forms of reorganization, ensuring full legal compliance and protecting your company’s assets, brand, employees, and stakeholders.
How the Reorganization Process Works
The reorganization process in Lithuania is structured and detailed. At AM Law, we follow a proven method that ensures each step is properly executed:
Initial Assessment and Planning
We begin with a strategic consultation where we review your current structure, legal documents, financial standing, and long-term business goals. Based on this, we recommend the most appropriate reorganization model.
Preparation of Legal Documents
Next, we prepare all necessary legal documentation, including:
- Reorganization terms and rationale
- Shareholder meeting resolutions
- Amendments to Articles of Association
- Creditor notices and employee notifications
- Documentation for public disclosure (where applicable)
Shareholder Approval
A General Meeting of Shareholders is held, where the proposed reorganization plan is voted on. The majority required depends on your company’s Articles of Association and the specific type of restructuring.
Creditors and Employee Notifications
In many cases, creditors must be informed and provided time to raise objections or request financial guarantees. Employees must also be notified of how the reorganization affects their contracts or positions.
Registration and Implementation
We handle the submission of all legal documents to the Centre of Registers. Once the reorganization is officially registered, we assist with follow-up actions including bank updates, tax authority notifications, and internal document changes.
Why Choose AM Law for Company Reorganization in Lithuania?
Choosing the right legal partner makes all the difference in how smooth and successful your reorganization will be. Here’s what sets AM Law apart:
- Proven experience with local and international companies
- Strategic advice tailored to your business goals
- End-to-end support from planning to execution
- Multilingual legal team fluent in Lithuanian and English
- Clear communication and transparent pricing
Whether your business is local, foreign-owned, or part of a larger international group, we offer customized solutions that align with your structure, timeline, and industry.
Real Client Scenario: Reorganizing for Investment
A Lithuanian fintech company approached AM Law with the goal of attracting international investors. To prepare, we helped them convert from a UAB (private limited company) to an AB (public company), increase share capital, and restructure the board to align with EU corporate governance expectations.
The legal transformation took 6 weeks from start to finish, and the company successfully secured €1.2 million in seed funding within three months after reorganization.
What Happens After Reorganization?
Post-reorganization, we help ensure that all necessary updates are made to company records, accounting documents, bank accounts, and employment contracts. We also assist in revising internal regulations and bylaws, so the new structure functions legally and efficiently.
AM Law continues to offer support even after your reorganization is complete—whether it’s ongoing legal advice, tax structuring, or regulatory compliance.
Frequently Asked Questions
Is company reorganization the same as insolvency restructuring?
No. While both involve structural change, reorganization is proactive and strategic, while insolvency restructuring is typically reactive and aimed at recovering a financially struggling company.
Can foreign companies reorganize their Lithuanian subsidiaries?
Yes. Foreign investors frequently reorganize Lithuanian branches and subsidiaries to align with their parent company’s structure. AM Law assists with cross-border compliance and EU directive-based reorganizations.
What are the tax implications of reorganization?
Tax effects depend on the type of restructuring. We work closely with tax advisors to ensure the reorganization is not only legal but also tax-efficient.
Start Your Company Reorganization Today with AM Law
If you are considering a company merger, spin-off, structural transformation, or any other form of legal reorganization in Lithuania, the experts at AM Law are here to guide you through every stage. With our support, you can make bold moves with confidence and compliance.
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