For a foreign founder, “UAB or MB?” is an ownership-and-operations decision before it is a filing decision. The official Go Vilnius comparison, checked 1 August 2026, says an MB may have from one to ten members and those members must be natural persons. A UAB can have one or more shareholders, with no stated maximum, and its shareholders may be natural persons or legal entities. Both forms have limited civil liability. That difference usually decides the first screen: an overseas parent, holding company or investor vehicle points toward a UAB; a small owner-managed business with only individual members may examine an MB.
Start with the ownership map
Write down the intended owners today and the owners you may need in 12–24 months. If a company will hold the Lithuanian business, MB is outside the official member rule. If you expect an investor, employee pool, group reorganisation or a later share transfer, a UAB is normally easier to map because it accepts legal-entity and individual shareholders.
Do not choose the MB only because there is no minimum capital. A cheap incorporation that requires a form change before a funding round creates duplicate legal, banking and accounting work. Conversely, an MB can be sensible where the ownership will remain a small group of natural persons and the activity is genuinely modest.
Capital is a legal threshold, not an operating budget
Go Vilnius lists no minimum capital for an MB; members define their contributions. It lists at least €2,500 for a UAB. The figure does not fund payroll, VAT, stock, software or market entry. Treat it as a legal capital requirement and model operating cash separately.
The official setup page describes an accumulative account for share capital in the UAB sequence. It says that where capital exceeds €2,500, at least 25% is transferred before registration and the balance may be paid within 12 months. Confirm the bank’s current onboarding evidence before relying on the timetable.
Registration is only one workstream
The official setup sequence includes founding documents, an optional name reservation, an accumulative account, capital transfer, notarisation where required, registration with the Register of Legal Entities, and conversion to an operating account. It also identifies a Lithuanian business address and a general manager as setup inputs.
Foreign documents often set the pace. Make one controlled file: ownership chart, identity documents, proof of address, corporate resolutions where an entity is involved, signing authority, translations and apostille or legalisation analysis. A registration number does not replace the bank’s independent KYC review.
Banking and compliance should influence the choice
Banks and payment institutions assess the actual business: owners, countries, product, expected flows, counterparties and source of funds. Neither UAB nor MB guarantees an account. Use the ownership structure that accurately reflects the business and keep the onboarding explanation consistent with incorporation documents.
After incorporation, identify tax registrations, bookkeeping, invoicing, payroll and annual filing obligations based on the activity. Our Lithuania UAB formation guide covers the formation sequence; the entity decision should be made before that sequence is launched.
A practical decision rule
Choose a UAB when a legal entity needs to own shares, when the cap-table may grow, or when you want a standard corporate form for a cross-border operating company. Choose an MB only after confirming every member is a natural person, the ten-member ceiling fits the plan, and the governance is suitable for the intended activity.
If the question is Lithuania versus another base rather than UAB versus MB, compare the operating model too. Our Estonia versus Lithuania company-formation comparison is a useful next read. Company registration is separate from a founder’s personal residence right and from the tax residence of management.
Pre-filing checklist
Before reserving a name, lock the owners, manager, registered address, activity description, capital and contribution mechanics, signing route, source-of-funds story and post-registration accounting owner. Ask the service provider to distinguish statutory fees from legal, address, translation, notary and bank-related costs.
Use current official sources for the final application. This article describes the published structure as checked on 1 August 2026; it is not a substitute for legal or tax advice on a particular ownership chain.
Frequently asked questions
Can a foreign company own a Lithuanian MB?
The Go Vilnius comparison says MB members must be natural persons. A foreign company is a legal entity, so a UAB should be assessed instead.
Does an MB protect members from company debts?
The official comparison describes both MB and UAB as having limited civil liability. That does not remove the need for proper governance, contracts and tax compliance.
Is the €2,500 UAB capital the full launch cost?
No. It is the stated minimum share-capital threshold. Budget separately for address, documents, professional services, bank onboarding and operating cash.
Does forming a company grant a residence permit?
No automatic right follows from company registration. Residence eligibility has its own immigration conditions and evidence.
Official sources checked
Official sources checked 1 August 2026: Go Vilnius: Choosing the Type of Company and Go Vilnius: Setting Up a Business, checked 1 August 2026. The Centre of Registers UAB e-guide is the registration reference. Requirements and prices can change; confirm the live filing position before signing or funding a structure.
Need a decision based on your ownership, banking and operating plan? Talk to Corpenza’s company-formation team before committing documents or capital.
