Shareholder Rights and Obligations Under Lithuanian Law (Lithuania, 2025)

Shareholder rights and obligations under Lithuanian law are a critical topic for anyone investing in or operating a company in Lithuania. In 2025, Lithuania remains one of the most attractive EU jurisdictions for startups, holding companies, and foreign investors due to its transparent legal system, EU-aligned regulations, and business-friendly environment in cities like Vilnius, Kaunas, and Klaipėda.

Whether you are a foreign entrepreneur, minority investor, or majority shareholder, understanding your legal position is essential. Lithuanian company law clearly defines what shareholders can do, what they must do, and how disputes are resolved. This guide explains shareholder rights and obligations under Lithuanian law in clear, practical terms, helping you avoid common risks and make informed decisions.

Legal Background in Lithuania

Shareholder rights and obligations under Lithuanian law are primarily regulated by the Law on Companies of the Republic of Lithuania (Akcinių bendrovių įstatymas). This law applies to:

• Private limited liability companies (UAB)
• Public limited liability companies (AB)

In addition, several other legal acts are relevant:

• The Civil Code of Lithuania
• The Law on Securities (for public companies)
• EU directives on shareholder protection and transparency
• Company Articles of Association

Lithuanian law follows EU standards, meaning shareholder protections are generally strong, especially for minority shareholders. The legal framework balances shareholder influence with management authority, ensuring stable corporate governance.

Key principles include:

• Equality of shareholders
• Protection of minority interests
• Transparency of company management
• Clear separation between ownership and management

These principles apply nationwide, whether the company is registered in Vilnius, Kaunas, Klaipėda, or any other Lithuanian municipality.

Shareholder Rights Under Lithuanian Law

Understanding shareholder rights under Lithuanian law is fundamental before investing or acquiring shares.

Core Shareholder Rights

Lithuanian shareholders generally have the right to:

• Participate in the General Meeting of Shareholders
• Vote on key company decisions
• Receive dividends if declared
• Access company information
• Transfer or sell shares (subject to restrictions)
• Challenge unlawful decisions in court

These rights apply to both Lithuanian and foreign shareholders without discrimination.

Voting Rights

Voting rights are usually proportional to the number of shares owned. Shareholders may vote on:

• Appointment and removal of directors
• Approval of annual financial statements
• Profit distribution
• Amendments to the Articles of Association
• Company reorganization, merger, or liquidation

In a UAB, voting procedures are often stricter and more controlled than in an AB, reflecting the closed nature of private companies.

Information Rights

Shareholders have strong information rights under Lithuanian law. They may request:

• Financial statements
• Audit reports
• Shareholder meeting agendas
• Decisions adopted by management bodies

However, access must not harm the company’s legitimate interests or trade secrets.

Dividend Rights

Shareholders are entitled to dividends only if:

• The company has distributable profits
• The General Meeting approves dividend distribution
• Legal reserve requirements are met

Lithuanian law prohibits dividend payments if they would endanger the company’s solvency.

Minority Shareholder Protections

Minority shareholders benefit from special safeguards, including:

• The right to initiate shareholder meetings (if holding a minimum share percentage)
• The right to challenge unfair decisions
• Protection against abuse by majority shareholders

These protections are particularly relevant in foreign-owned companies with mixed ownership structures.

Shareholder Obligations Under Lithuanian Law

Alongside rights, shareholder obligations under Lithuanian law are equally important.

Capital Contribution Obligations

Shareholders must:

• Pay for subscribed shares in full
• Meet contribution deadlines set in incorporation documents

Failure to pay share capital can lead to loss of rights or forced share transfer.

Compliance With Company Documents

Shareholders must comply with:

• Articles of Association
• Shareholder agreements
• Decisions of the General Meeting

Ignoring internal rules can result in legal disputes or liability.

Duty of Loyalty (in Certain Cases)

While shareholders are not managers, Lithuanian courts may impose a duty of loyalty on dominant shareholders, especially if they:

• Control company decisions
• Harm minority shareholders
• Abuse voting power

This is particularly relevant for majority shareholders in UABs.

Non-Compete and Confidentiality

Shareholders may be subject to: