Key Legal and Regulatory Considerations for Acquiring an Aviation Business in Lithuania in 2026
Why It MattersThe dual-route framework signals that aviation M&A in EU jurisdictions increasingly turns on regulatory continuity risk rather than commercial terms, shaping deal structuring and timelines industry-wide.
Acquiring an aviation business in Lithuania requires navigating national oversight by the Lithuanian Transport Safety Administration and the Ministry of Transport and Communications alongside EU-level rules under Regulation (EU) 2018/1139, the EASA Basic Regulation, and Regulation (EC) No 1008/2008, which governs air carrier licensing, ownership and control, and market access. The most consequential early decision for a buyer is whether to acquire the entity holding the Air Operator Certificate (AOC) through a share purchase, or to acquire assets and operations without the certificate through an asset purchase, a choice that shapes regulatory timeline, liability exposure, aircraft-finance obligations and the sale and purchase agreement.
A share purchase preserves AOC continuity since the certificate stays with the legal entity under new ownership, but the authority treats any change of ownership or control as a reportable and reviewable event, conditioning continuation on satisfaction that the safety management system, accountable manager, post-holders, financial standing and operational continuity are maintained after closing. An asset purchase does not transfer the AOC, so a buyer must obtain a new AOC, wet-lease aircraft and crew as a bridge, or contract operations to a third-party operator while certification proceeds. A share deal with AOC continuity may close in several months in straightforward cases, while obtaining a new AOC under an asset deal typically takes many months, with a wet-lease bridge deployable faster to maintain revenue continuity.
Under Regulation 1008/2008, an air carrier holding an EU operating licence must remain majority-owned and effectively controlled by EU Member States or their nationals, meaning non-EU buyers must structure acquisitions through EU-qualifying vehicles or co-investors, with foreign-investment or national-security screening potentially applying separately given aviation's status as a sensitive sector. Five principal deal risks were identified across both structures: AOC revocation or conditioning by the authority, undisclosed safety defects in the target, loss of aircraft through lessor non-consent to a change of control, legacy liabilities from accidents or third-party claims, and labour disputes on transfer, with employment contracts continuing automatically in a share deal and transfer-of-undertaking rules potentially applying in an asset deal.
Aircraft lease and finance arrangements typically include change-of-control clauses requiring lessor consent on a share deal and fresh assignment or new leasing on an asset deal, creating repossession risk if consents are not obtained. Due diligence on the AOC should cover the current certificate and operations specifications, accountable manager and post-holder credentials and continuity plans, safety management system documentation and audit history, occurrence reports and enforcement correspondence, financial-standing documentation supporting the operating licence, and the authority's required forms for an ownership-change submission.
