Pursuant to the Law of the Republic of Lithuania on the Prevention of Money Laundering and Terrorist Financing, the ultimate beneficial owner (UBO) shall be deemed to be the natural person who ultimately owns or exercises control over a legal entity.

In general, a UBO shall be determined on the basis of the following criteria:

1. A natural person who directly or indirectly holds more than 25 percent of the shares, voting rights, or rights to the profits of the legal entity shall be considered a UBO.
2. Control by other means. A natural person who is able to exercise decisive influence over the legal entity, inter alia, through the right to appoint or remove the head of the company or members of its governing bodies, or by holding the right to veto strategic decisions, shall likewise be considered a UBO.

Where, after the application of all reasonable measures, no natural person can be identified as a UBO under the foregoing criteria, the law provides for a substitute mechanism. In such instances, the senior managing officer of the entity (e.g., the director or a member of the management board) shall be deemed and registered as its UBO.

Which Entities Must Register Their UBO?

The obligation to register a UBO applies to all legal entities established in Lithuania, including private limited liability companies, public limited liability companies, partnerships, associations, and foundations. The law provides for very few exemptions, the main one being for legal entities whose sole participant is the state or a municipality.

The UBO Identification and Registration Process in Lithuania

The process involves both correctly identifying the UBO and then formally submitting the data to the JANGIS information system. This is done electronically through the self-service portal of the Centre of Registers. A crucial aspect of the Lithuanian system is the requirement for comprehensive documentation. Companies must not only declare their UBO but also substantiate the entire ownership chain by providing a detailed ownership “tree” and supporting documents. This can include copies of passports or ID cards for the UBOs and official extracts from foreign commercial registers for any intermediary entities in the structure. New entities must register their UBO without undue delay, while any subsequent changes must be reported within 10 days.

Public Access to the Lithuanian UBO (JANGIS) Register

The Lithuanian UBO register provides a degree of public access to the data. While full access is reserved for state authorities and financial institutions, other parties, including the media and the general public, can also obtain extracts containing UBO information. The publicly accessible data shall include:

• The name, code, and registered office of the legal entity.
• The beneficiary’s first name and surname.
• The beneficiary’s year and month of birth (but not the day).
• Citizenship(s).
• The nature and extent (percentage) of the beneficiary’s ownership or control.

Information and access can be requested via the Centre of Registers JANGIS portal.

Consequences of Non-Compliance in Lithuania

Failure to comply with UBO registration duties carries significant sanctions that can directly impact a company’s operations and finances. The primary consequences include:

• Fines: Administrative fines can be imposed for failing to submit UBO data, submitting incorrect data, or failing to update it in a timely manner. For the first time: a fine for the head of the legal entity or another responsible person from EUR 600 to EUR 1,450. Repeatedly (if the same violation is committed within one year after the fine was imposed): a fine from EUR 2,000 to EUR 6,000.
• Business and Financial Restrictions: Non-compliance can severely hamper a company’s ability to operate. Financial institutions like banks are required to verify UBO data and may refuse to open accounts, suspend existing services, or terminate business relationships with non-compliant entities. Furthermore, the Centre of Registers itself may restrict the services it provides to a company that has failed to meet its UBO reporting obligations.

Ensure Your Compliance and Avoid Penalties in Lithuania

Correctly identifying your Ultimate Beneficial Owner and ensuring their proper registration is a critical legal requirement. Our team of experts provides a comprehensive service that covers both the UBO identification based on your specific corporate structure and the complete handling of the registration process. By entrusting this task to us, you can be confident in your compliance and avoid the severe penalties associated with any errors.