Voluntary Liquidation of a UAB

Voluntary liquidation is the legally required way to close a UAB in Lithuania. It applies when the shareholders decide to end the company’s activities while it is still solvent and able to settle its obligations to creditors. The process is carried out under the supervision of an appointed liquidator and must be registered with the State Enterprise Centre of Registers.

Liquidation cannot simply be initiated by stopping activity or leaving a company dormant. An inactive UAB continues to accrue reporting obligations and potential fines until it is formally deregistered. In order to complete your business activities and reduce any risks, we strongly recommend liquidating your UAB compliantly. 

Included in the price:

• Preparation of the shareholders’ resolution to liquidate the company
• Appointment of the liquidator and registration of the decision with the Register of Legal Entities
• Notification of creditors and publication of the liquidation notice
• Preparation of the interim liquidation balance sheet
• Settlement coordination with creditors and closure of outstanding obligations
• Preparation of the final liquidation balance sheet and distribution of remaining assets to shareholders
• VAT payer deregistration with the State Tax Inspectorate (VMI)
• Preparation and submission of the final application for deregistration
• Deregistration of the company from the Register of Legal Entities
• State fees

For additional work that may be required and is not included in the price, click on “Important Information” tab for more information.

Process flow:

• Shareholders adopt a resolution to liquidate the company and appoint a liquidator
• The liquidator’s appointment is registered with the State Enterprise Centre of Registers
• Creditors are notified and the liquidation notice is published as required by law
• We prepare the interim liquidation balance sheet reflecting the company’s assets and liabilities
• Outstanding obligations to creditors, tax authorities, and Sodra are settled
• We prepare the final liquidation balance sheet and confirm distribution of any remaining assets to shareholders
• The final deregistration application is submitted to the Register of Legal Entities
• The company is officially deregistered and ceases to exist

Timeline:

The exact timeline and price may vary depending on the case at hand. The liquidation notice must be published in the Register of Legal Entities’ electronic publication at least twice, at least 30 days apart (or once, if all known creditors are additionally notified in writing).

Creditors then have a minimum statutory period of 3 months from the first publication to submit claims. As a result, voluntary liquidation realistically takes at least 3–4 months from start to deregistration, and longer where there are multiple creditors, unresolved liabilities, or outstanding filings.

Quoted separately, based on scope:

• Additional accounting work required to bring the company’s books up to date before liquidation can begin (if not already handled by 1Office)
• HR/labor law work related to terminating employment contracts, where the company has staff (see “Employees” below)
• Support during a tax or Sodra audit, if one is opened ahead of deregistration

Insolvency contingency:

Voluntary liquidation is only available while the company remains solvent. If, at the interim balance sheet stage, it becomes apparent that the company cannot fully settle its obligations to all creditors, the liquidator is legally required to stop the voluntary procedure and file for bankruptcy under the Law on Insolvency of Legal Entities (JANĮ) instead. This is a different legal process, with its own timeline and requirements, and is not covered by this service and we will flag this to you as early as possible if it looks likely.

Employees:

If the company has staff, liquidation triggers termination of all employment contracts, typically under Labor Code Art. 57(1)(3) (termination due to cessation of the employer’s activities). This carries statutory notice periods and severance obligations, and can materially affect both the timeline and the overall scope of work. HR/labor law support for this is quoted separately once the number of employees and contract terms are known.

Tax and account closure:

Alongside deregistration from the Register of Legal Entities, the process includes VAT payer deregistration with the State Tax Inspectorate (VMI) and preparation of the company’s final corporate income tax return. Bank accounts are closed once all obligations are settled. In practice, VMI and Sodra will often carry out a review of the company’s filings before deregistration is finalised, even where a formal audit isn’t mandatory in every case so this can add time to the process.

Document archiving:

After deregistration, personnel files and other records subject to long-term retention requirements must be handed over for archiving in line with the Chief Archivist’s requirements. This is a separate legal obligation, distinct from the liquidation procedure itself, and applies even after the company ceases to exist.

Liquidator’s authority:

Once appointed, the liquidator takes over the powers of the management board (Civil Code Art. 2.108–2.109). From that point, the company’s activity is restricted to actions necessary for liquidation — it can no longer trade or operate as it did before. This is worth understanding upfront, as it affects what the company can and can’t do for the duration of the process.