How to set up a company
Legal forms of Business
How to set up a company
The Commercial Register is maintained by the National Registration Center (NRC). The legal seat of the NRC is in Tirana.
The NRC delivers service directly through its service window in the center and through its service windows which function in municipalities and communes.
The Subjects obliged to register with the Commercial Register are:
Physical persons exercising a commercial economic activity;
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Simple partnerships provided by the Civil Code;
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Commercial Companies;
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Branches and representation offices of foreign companies;
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Savings and Credit Companies and Unions;
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Cooperation Companies;
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Any other entity subject to registration in accordance with the Albanian law.
The registration of the abovementioned subjects with the Register constitutes also the simultaneous registration with the tax authorities, social and health insurance scheme and by the employment inspectorate.
Subjects shall apply for registration within a term of 15 days, unless otherwise provided by special laws, starting from:
for physical persons, simple partnerships and branches or representation offices of foreign companies, from the starting date of the activity;
for legal entities, from the date of incorporation;
The application for the other compulsory registrations shall be done within 30 days from the date of the occurrence of the fact and/or the creation of the act compulsory for registration.
Application for initial registration
The following data must be provided for the initial registration of physical persons:
Identification data;
The place of exercising the commercial economic activity;
The object of activity, if it is determined;
Specimen of signature of the physical person.
Simple partnerships register by filing the application for the initial registration, completed with all the required data in accordance with the law, the relevant contract as provided by the Civil Code and copy of the identification documents of the members. In case the parties have not concluded any written contract, the registration of the simple partnership can be carried out by filing only the completed application form with all the required data, copy of the identification documents and by signing the relevant declaration for the acknowledgement, acceptance and application of the legal provisions in force in relation to the organization and functioning of the simple partnership.
The following data must be provided for the initial registration of ordinary partnerships:
Duration, if it is determined;
The object of activity, if it is determined;
The place of exercising the commercial activity;
Identification data of the members;
Value and type of contributions by the members (if determined);
Identification data of the persons responsible for the administration and representation of the company in relation to third parties, representation competences and the terms of their office;
Specimen of signature of the persons representing the company in front of third parties.
Commercial Companies register with the Commercial Register by filing the application form for initial registration completed with all the required data in accordance with the Law, the by-laws and incorporation act, in case they have been drafted in two different documents, the acts of appointing the bodies of the company, if they have not been included in the above acts, as well as other acts requested for incorporation in by the law in force.
Unlimited partnerships, limited partnerships and limited-liability companies may register also by filing only the application form for initial registration completed with all the mandatory data in accordance with the law, the identification documents of the members or partners, and by signing the relevant declaration for the acknowledgement, acceptance and application of the legal provisions in force concerning the organization and functioning of the type of company being registered. In such case, the application for initial registration and the above mentioned declaration, signed by the partners, members or by the authorized persons to act on their name and behalf, substitutes the incorporation act and the by-laws of the company.
The following data shall be provided for the initial registration of commercial companies:
Name;
Form;
Date of incorporation;
Identification data of the founders;
Seat;
Object, if determined;
Duration, if determined;
Identification data of the responsible persons for the administration and representation of the company in relation to third parties, the representation competences and the terms of their office;
Specimen of signature of the persons representing the company in front of third parties.
For the initial registration of unlimited partnerships, it is also compulsory to provide the kind and value of the contributions of the partners and their participation in the capital.
For the initial registration of limited partnerships, it is also compulsory to provide the amount or value of the contributions of all the partners, the participation in such kind or value of each “unlimited” or “limited” partner as well as the general participation of all “unlimited” partners and of each “limited” partner in the distribution of profit and in the remaining value of the company after liquidation.
a)incorporation act and by-laws of the parent company, in case these are drafted in two different documents, or the equivalent act of incorporation in accordance with the foreign law as well as all subsequent amendments;
b) document certifying the registration of the foreign company in the foreign jurisdiction;
c) document certifying the current state of the foreign company, issued within 90 days, with its registration and representation data, including the evidence of any liquidation and/or bankruptcy procedures;
d)audited balance sheet and audit report of the foreign company for the last financial year, compiled in accordance with the standards required in the foreign country, if the foreign company has performed business for at least one year;
e) decision or other acts of the competent body of the parent opening of the branch or representation office. The acts mentioned in this point are substituted by the application for registration in case the person requiring registration is at the same time the competent body to act alone in the name of the foreign company.
Saving and Credit Companies and Unions, as well as Companies for Mutual Cooperation register by filing in the Commercial Register the application for the initial registration, completed with all the required data as provided by the present law, the by-laws and the incorporation act, in case they have been drafted in two separate documents, as well as any other document required in accordance with the law in force
Foreign subjects
In cases of registration of a legal entity or simple partnerships with partner, shareholder or member a foreign legal entity, apart from the documents required for the specific subject, the application for initial registration shall be accompanied by the documents defined in paragraph “a”, “b”, “c” and “e” above concerning the foreign legal person.
SIMULTANEOUS REGISTRATION, UNIQUE IDENTIFICATION NUMBER, PUBLICATION AND ISSUANCE OF CERTIFICATES
The registration of the abovementioned subjects with the Register constitutes also the simultaneous registration with the tax authorities, social and health insurance scheme and by the employment inspectorate.
For the purposes of the initial registration, and issuance of the registration certificate, the subjects also declare the mandatory data in accordance with the tax, social and health insurance and statistical law provisions in force.
By means of registration with the Registers, subjects are given an identification number, which is electronically generated by NRC, and is unique for each of the registered subjects.
The Subject Unique Identification Number is valid for the identification of the Subject for the purpose of registration in the Register, as well as for the purpose of registration with the local and national tax authorities, for the scheme of social security and healthcare, the employment inspectorate as well as for any other statistical or identification matter.
Subject Unique Identification Number is given only once, at the moment of the initial registration, and shall not change until the and shall not be granted to other subjects after the cancellation.
The registered subjects shall evidence the Subject Unique Identification Number in every correspondence with third parties.
*Law Nr.9723, datë 3.5.2007 “On the National Registration Center”
Legal forms of Business
General Partnership
All partners in these companies are in the capacity of the businessmen and hold responsibility without any limit and in solidarity for the debts of the company. The name of the collective company may also include the name of one or more partners, with the words “General Partnership” coming before or immediately after it. All partners are administrators, except the case when the statute has a reverse provision, according to which one or more administrators, partners or not, are appointed, or their appointment is foreseen by a subsequent act. The shares of the principal capital cannot be represented by vouchers which can be traded. They may be transferred only after approval by all partners.
The company dissolves when one partner dies, in case of bankruptcy, deprival of the right to exercise a commercial profession or incapability affecting one of the partners.
Limited Partnership
Taking part in these companies, in addition to “unlimited” partners, who have the status of the company’s partners, are also “the limited” partners. The limited partners hold account for the obligations of the company up to the limit of the value of their contribution in the principal capital, which cannot be a contribution in services. The name of the Limited Partnership may also include the name of one or more partners and before or immediately after it are placed the words “Limited Partnership”. The statute of this form of company should also contain the sum or value of all partners’ contributions, the share in this amount or in this value of every “unlimited” or “limited” partner, the total share of the “unlimited” partners and the share of every “limited” partner in the distribution of profits and in the amount remaining after the liquidation of the company. The shares of the principal capital may be transferred only with the consent of all the partners.
The company continues its activity also when one of the “limited” partners dies, but it dissolves in case one of the “unlimited” partners goes bankrupt.
Limited Liability Companies
A Limited Liability Company is founded by one or several partners, who pay for the losses up to the limit of the value of their contributions in the principal capital. If the company consists of only one person, it is called a “Sole Partner”. The minimal value of the principal capital of the one-man company form is 100.000 Lek. It is equally divided into parts, the nominal value of which cannot be lower than 1.000 Lek. The shares of the principal capital can be freely transferred by heritable forms. They can be transferred to third persons who are not members of the company only after approval by the majority of partners, who represent at least three fourths of the principal capital shares.
The Limited Liability company is run by one or several physical persons. The administrators may be chosen outside the partners’ community. They are appointed and discharged by decision of the partners, who represent more than half of the principal capital shares. The competence of the administrator regarding the relations between partners are defined in the statute. The partners may appoint one or several authorized accountant experts for a six-fiscal year period.
The Limited Liability company does not dissolve when one of the partners goes bankrupt or becomes incapable. It also continues to function even after one of the partners dies, unless otherwise sanctioned by the statute.
Joint - Stock Companies
A joint stock company is a company whose capital is divided into stocks, and it is founded by partners who can pay losses up to the limit of the value of their contribution to the principal capital. The company may be established by one or more partners. It has a name, which is preceded or followed by the words SHA (Shoqëri Anonime - Joint Stock Company) and the value of the principal capital.
According to Albanian legislation, there are two types of joint stock companies: with public offer (with shares officially registered in the vouchers stock exchange) and without public offer (all other joint stock companies). The minimal value of the principal capital for companies without public offer is 2 million Lek, whereas the public offer companies have a value of the principal capital worth 10 million Lek on the day when the statutes are signed.
The joint stock company is administered by a Directorate consisting of one or several members. The Directorate has full competence to act in any circumstances in the name of the company and exerts its functions under the control of a Supervisory Council. The Supervisory Council and the Directorate are entitled the right to call the meeting of the Shareholders’ Assembly, which may be ordinary or extraordinary. Only the extraordinary assembly meeting has the competence to amend the statute.
Auditing in every joint stock company is made by one or more authorized accountants.
The dissolution of the company is announced in the meeting of the extraordinary assembly meeting. The company automatically ends running with the completion of the term as defined by statute. The shares in an joint stock company are presented in the form of the bearer’s stocks and are transferred without any procedure, or in the form of nominal shares transferred to third people and to the juridical person issuing them through a transfer in the registers which the company keeps for this purpose. The nominal value of the stocks or of the stock splits is specified in the statute.
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