UAB Business Enterprise v Oneta Ltd – Informal Shareholder Agreements and Companies House Changes

Informal Shareholder Agreements and Companies House Changes – Settled in the Lithuanian Forest and English Courts

Donatas Bubnelis, originally from Lithuania, had lived and worked in the UK since 2010. He incorporated Oneta in March 2013 and was its sole director and shareholder. For its first two years, the company sat dormant. 

Around early 2015, he wanted to use Oneta to buy property, renovate it, and either sell or rent it out. He brought the idea to Liudas Prusinskis, a Lithuanian-born carpenter and builder who’d lived in England since he was 16. Prusinskis says the two men struck an oral agreement: he and his partner, Anastasia Giliova, would invest money into Oneta, and Prusinskis would put in his own labour renovating the properties. In return, he’d be allocated shares in proportion to what he put in.

For more information, please read the full case on UAB Business Enterprise & Anor v Oneta Ltd & Ors [2026] EWHC 543 (Ch)

The Money Trail

In April 2015, £50,000 arrived in Oneta’s bank account, routed through the account of a third party, Arunas Bigaila, a cousin of Prusinskis. Days later, Oneta completed the purchase of a London flat; “North Park”, paying just under £164,000. A few months later, in July 2015, another £180,000 was sent to Oneta, this time via a company called Pipes and Fittings UK Ltd, where Giliova worked. In September 2015, Oneta successfully bid for a second property; “Plum Orchard”, at auction for £245,000. A further £52,000 was sent to Oneta from Giliova directly that October. 

Prusinskis says all of this (roughly £282,000 in total) was his and Giliova’s investment under the oral agreement. Bubnelis said that the money should be considered only as loans. As some of it was from third parties, none of the sums received shold be considered as triggering an agreement to provide shares.  

Prusinskis also said he personally converted North Park into two flats, at a cost of around £91,000, and spent years afterwards on maintenance, fencing, and planning work at Plum Orchard, all funded and organised by him. He kept invoices.  

By 2016, worried he had nothing in writing, Prusinskis asked Bubnelis to sign something formal. While their families were on holiday together in Thailand, he says Bubnelis agreed and signed a document, the “investment agreement”, promising to allot shares to Prusinskis by December 2017. That deadline came and went without any shares being issued.

The Sale for £1

In June 2021, without telling Prusinskis, Bubnelis sold his sole share in Oneta for £1 to a company called UAB Business Enterprises, a Lithuanian entity wholly owned by a man named Laimonas Jakstys. Jakstys became Oneta’s director on the same day. Prusinskis said he had no idea any of this had happened.  

However, Bubnelis kept access to Oneta’s bank account and kept dealing directly with Prusinskis on property issues, including a dispute over an electricity transformer on the Plum Orchard land, for months after supposedly giving up all involvement in the company. 

By April 2022, Prusinskis learned of the sale. According to Prusinskis, after having a brief phone call ,Jakstys said he wanted to “do the right thing” and agreed to meet to sort out the shareholding. That meeting happened on 14 May 2022, at the remote Lithuanian forest home of Prusinskis’s brother, known in the judgment simply as Lauras. 

Lauras drafted a settlement agreement on his laptop, using templates he’d found online. When it came time to print it, he discovered he had no proper A4 paper, only offcuts of scrap paper, all trimmed shorter than standard length. He printed the document on what he had but halfway through, he realised he’d missed a signature block on the last page, so he ran that page back through the printer a second time to add the missing text. 

The finished agreement said the existing Oneta shares would transfer to Prusinskis, that he’d be appointed as a director, and that Jakstys would hand over the company’s Companies House login codes, which were written directly into the agreement itself. Jakstys, Prusinskis, and a bystander named Paulius Metrikis, who happened to be visiting the house that day to collect some tools, all signed it. 

Using those codes, Prusinskis changed Oneta’s details at Companies House with himself as director, himself as shareholder, and Jakstys removed entirely. 

Lawyers, an Abandoned Injunction, and Threats

Jakstys apparently changed his mind. A firm called RSW Law wrote to Prusinskis alleging that the Companies House changes were fraudulent and threatening an injunction. In November 2022, Jakstys and UAB issued proceedings and sought an urgent injunction against Prusinskis. It was listed for a hearing on 23 November 2022. 

The day before the hearing, the claimants withdrew. No settlement was recorded in the court order but an email exchange showed Jakstys telling his own lawyer, in Russian, that the parties had reached an “amicable agreement” and that all proceedings in England and Lithuania were being terminated. 

By June 2023, new solicitors for Jakstys and UAB were disputing Prusinskis’s ownership again. Formal proceedings followed that October, seeking a court declaration that UAB and Jakstys were the true owners of Oneta, and a rectification of the company’s register in their favour. 

Informal Shareholder Agreements

Smart Glasses in the Witness Box

The trial ran from 19 to 28 January 2026 before ICC Judge Agnello KC. Twelve witnesses gave evidence, several through Lithuanian interpreters. A forensic document examiner, Ms Radley, had been jointly instructed to examine the settlement agreement and give an opinion on whether Jakstys’s signature was genuine, and whether the document itself was authentic. 

The trial took an unusual turn on its first day. Jakstys began his cross-examination visibly hesitant, pausing oddly before each answer. Counsel for the defendants noticed an odd interference sound coming from near him and asked if he was wearing smart glasses. He was. The interpreter, sitting beside him, confirmed she could hear it too. The judge ordered the glasses removed. 

Shortly afterwards, Jakstys’s mobile phone began audibly broadcasting a voice mid-cross-examination. He removed it from his jacket. The judge had both devices handed to his solicitor and, the next morning, ordered the video link to the trial, which only one observer had been using, a Lithuanian lawyer aligned with Jakstys’s own camp, switched off entirely. 

Later analysis of Jakstys’s call log showed a string of calls, made minutes apart, right up until the moment he entered the witness box, to a contact saved as “abra kadabra.” He said it was a taxi driver he was updating about his schedule. The judge didn’t believe him. 

The Verdict

The judge rejected Jakstys’s evidence in its entirety, finding he’d been coached during cross-examination and had been untruthful about it. She also found Bubnelis an unreliable witness who had used a translator “contrived” purely to buy himself time to compose answers. 

By contrast, she found Prusinskis, his brother Lauras, and the bystander witness Metrikis broadly honest and credible. Even Ms Radley’s forensic opinion that there was “very strong evidence” the settlement agreement had been manipulated was ultimately set aside once the judge heard the full factual picture. This was an amateur document, drafted in a hurry on whatever paper was available, by people who genuinely believed they needed to move fast before Jakstys changed his mind. 

The judge ruled that Prusinskis had invested roughly £282,000 in Oneta under a genuine oral agreement with Bubnelis, that he’d carried out substantial renovation and maintenance work at his own expense, that the 2016 investment agreement was genuine, and that the 2022 settlement agreement was authentic and binding. She also granted an order rectifying the settlement agreement to formally include UAB as a party, since Jakstys had clearly been acting in his dual capacity as both individual and sole owner of UAB when he signed it. 

Prusinskis and his allies won and the Companies House changes he’d made stood. UAB and Jakstys had no further claim over Oneta. 

 

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