Legal procedures for the registration of a new commercial company in Albania

The new laws’ approval on the National Registration Center and the commercial companies, respectively in 2007 and in 2008, represented a revolution in the process of the registration of commercial companies in Albania. Continuing with the reform aiming at the procedures’ simplification, in November 2015 the parliament of the Republic of Albania approved the law “On the National Business Center”, which merged the National Registration Center with the National Licensing Center. The laws did not make considerable changes in the way the commercial companies operated and the specific types of commercial companies and enterprises, nevertheless the changes were focused on the registration process and on the way the Registration Center functioned and was organized.

When registering a new company in Albania, the shareholders or partners (regardless of whether they are individuals or commercial companies; Albanian or foreigners) must first of all decide the type of the company they will establish. The legal choices available are: a general partnership, a limited partnership, a limited liability company or a joint-stock company.

Due to the mode of operation and special characteristics, the majority of companies operating in the country are limited liability companies and joint-stock companies. Once the type of company to be established is decided, the shareholders of the company should also decide on its name, object, headquarters, the amount of capital, percentages of shares and other specifics necessary for the appropriate functioning of the new company. Based on these specifics and on the existing legal framework, the legal documents of the company -the Statute and the Act of Incorporation – are drafted.

When the new company is a limited liability company, the law makes possible for the founding partners to establish the company without having to stipulate a specific statute. In this case the partners can accept the legal dispositions regarding this company. The scope of this legal clause is to further facilitate the registration of a new company and to shorten the legal terms.

The registration application should be accompanied with the appropriate legal documents:

1. The identification documents of all the shareholders/partners, if they are physical persons, regardless of whether they are Albanian or foreigner. In case the shareholder/partner is a company, it must submit the necessary documents that prove the existence of the legal person in accordance with the competent jurisdiction.
2. The Documents that prove the actual status of the shareholder/parent company, released no more than 90 days prior to the date of application. The most important data that must be included are the type of company, the shareholders, the Administrator, and also information regarding its status, if it is in liquidation procedure or not.
3. The decision of the company (of the Director, Board of Directors, Shareholders assembly, etc., in accordance with its Statute) that proves the will to be part in the new Albanian commercial company, assuming all rights and duties arising from this participation.
4. The Proxy (or Authorization) of the Administrator of the new commercial company for the person who will perform all legal actions for the registration of the company at the National Business Center.

All documents that come from a foreign jurisdiction must be legalized at the respective Albanian Embassy, Consulate, or have an Apostille in case both countries are members of Hague Convention and they did not have reciprocal reservations.

All the required documents must be submitted to the National Business Center, which is now the responsible public institution not only for the registration of the new companies, but also for maintaining the commercial register and for reflecting all the changes that companies or entrepreneurs make.

The registration of a new commercial company at the National Business Center is also valid for the fiscal authorities, social and health insurance, and the labor inspectorate.
The main competences of the NBC also include issuing of certificates, extract records of the business data, authenticated copies of the documents deposited, etc. All the data submitted and kept at the NBC are public data, accessible by anyone, without having the responsibility to prove the legal interest for this data. This data is also available online, at the official website of NBC.

Creating the National Business Center by merging the Registration Center with the License Center aimed to help facilitate the overall procedures of registration, amendment, closure of companies, as well as obtaining the necessary licenses for exercising an activity. The legal facilities and the expenses’ reduction for the establishment and registration of a new company make Albania a quite favorable country to invest in.

Drilona Likaj
Senior Accountant
Eurofast Albania