Which company, and where
Most businesses that end up spanning the two countries did not plan to. A Lithuanian company wins a UK customer, or a UK company hires its first developer in Vilnius, and the structure follows the accident rather than the plan.
It is worth being deliberate about, because the two vehicles behave differently in ways that matter later.
UK private limited company
- No minimum share capital, a company can be formed with £1
- Incorporation online, usually within a day or two
- Directors' duties codified in the Companies Act 2006
- Accounts and confirmation statement filed at Companies House
- People with significant control are on a public register
Lithuanian UAB
- Minimum share capital of €2,500, which must be paid in
- Notarial involvement in formation and in share transfers
- Management structure and duties under the Law on Companies
- Filings with the Centre of Registers
- Access to the EU single market as an EU-established entity
The shareholders' agreement
Articles of association set out how the company works. A shareholders' agreement sets out how the shareholders behave towards each other, and it is the only one of the two documents anybody reads once the relationship has broken down.
What it needs to answer before you need it to
- Who decides what. Which decisions need unanimity, which need a majority, and which the managing director simply takes.
- What happens on deadlock. A 50/50 company with no deadlock mechanism is a company that ends up in court.
- How someone leaves. Pre-emption rights, valuation method, and what happens to a founder who stops working in the business.
- Good leaver and bad leaver. Departures on different terms depending on the circumstances, agreed while everyone is still friendly.
- Restrictive covenants. What a departing shareholder may and may not do next, drafted narrowly enough to be enforceable.
What I handle
- Company formation and group structuring across England and Wales and Lithuania.
- Shareholders' agreements, articles and investment documentation, including founder arrangements.
- Commercial contracts: supply, distribution, agency, services and terms of business.
- Cross-border trading terms, including which law governs and where disputes are heard.
- Director duties and corporate governance, including what those duties mean personally.
- Shareholder disputes, unfair prejudice and deadlock, in either jurisdiction.
Contracts that survive a disagreement
- 01First line
Say who the parties actually are
The trading name is not the contracting entity. A contract with a name that does not correspond to a registered company is a contract with a person, or with nobody.
- 02Not boilerplate
Choose the law and the forum deliberately
For a cross-border contract this is the clause that decides what everything else is worth. It should be chosen on where enforcement would happen, not copied from a template.
- 03The usual battleground
Deal with payment and termination properly
When payment falls due, what interest runs, and how either side gets out. Most commercial disputes are about one of these three rather than about performance.
- 04Where it counts
Limit liability in a way that will hold
A cap that is unreasonable is a cap that gets struck out, leaving no limit at all. Drafting one that survives scrutiny is worth more than drafting an aggressive one.
What it costs
Discrete pieces of work are usually fixed-fee: a shareholders' agreement, a set of terms of business, an incorporation, a contract review. Ongoing corporate work and anything contested is quoted with a written estimate before it starts. The published scale for debt and enforcement work is on the fees page.
Common questions
Should I set up a UK company or a Lithuanian UAB?
It follows from where you will contract with customers, where staff sit, and which market you are selling into. A UK company can be formed quickly with no minimum capital; a Lithuanian UAB requires €2,500 in share capital and notarial involvement, and is an EU-established entity for single market purposes. Businesses selling into both frequently end up with one of each.
Do I need a shareholders' agreement if we are just two founders?
Two founders is the case where it matters most. The articles will not tell you what happens if one of you stops turning up, wants to sell to a competitor, or votes against everything. Agreeing that while you still agree about everything else is far cheaper than litigating it later.
What are a director's duties in England and Wales?
They are codified in the Companies Act 2006 and include acting within powers, promoting the success of the company, exercising independent judgment and reasonable care, avoiding conflicts of interest and declaring interests in transactions. They are owed to the company and are personal to the director, which is the part people underestimate.
Can one contract cover business in both countries?
Usually yes, provided the governing law and jurisdiction clauses are chosen deliberately rather than inherited from a template. What does not work is assuming an English-law contract behaves the same way when the counterparty, the assets and the enforcement are all in Lithuania.
What happens if shareholders reach deadlock?
If the agreement provides a mechanism, that mechanism. If it does not, the realistic routes are a negotiated buyout or a court application, and both are expensive. This is the single strongest argument for putting a deadlock clause in at the start.
Do you draft in Lithuanian as well as English?
Yes, and in Russian. Documents that will be used in Lithuania are drafted for Lithuanian use rather than translated after the fact, which is where meaning is normally lost.
This page states the law of England & Wales and Lithuania as at 18 August 2026. It is general information, not advice on your matter, and reading it does not create a solicitor-client relationship.