The registration of foreign businesses in albania

The registration of foreign businesses in albania

Legal reference for the registration procedures are:

  • Law no. 9723, dated 03.05.2007 “On the National Business Center”, (amended);
  • Law no. 9901, dated 14.04.2007 “On the entrepreneur and Commercial Companies” (amended).

Preliminary advices

The foreign businesses should be previously advised in their country about the competent entity for the issuing of the following documents:

  1. The Certificate of registration that attest the registration of the foreign company in the foreign country.
  2. The document that proves that the company IS NOT in the process of bankruptcy or liquidation or IS NOT bankrupted or liquidated/deregistered in the foreign country.

These documents according to the legislation or practice of the foreign country may be issued by one or several State entities.

Registration of a Joint-Stock company with private offer

For the initial registration of the joint-stock company, in addition to the provisions of Article 32 above, it is also compulsory to provide the following data:

  • The value of the initial capital subscribed, and the part paid thereof;
  • The number and type of the subscribed shares;
  • The nominal value of each share;
  • Number of subscribed shares by each shareholder;
  • Value and type of contribution of each shareholder, and the part paid by them;
  • Special conditions if any limiting the transfer of shares where there are several classes of shares, the information under (c), and (f) for each class and the rights attaching to the shares of each class;
  • procedures relating to the conversion of type of share, if provided in the by-Laws the total amount, or at least an estimate, of all the costs payable or chargeable to the company in relation to its formation;
  • Special advantage, if any, granted to persons involved in the formation of the company, or in transactions leading to the grant of the authorization to commence business.
  • Identification data of the Supervisory Board members and certified accountants, as well as the term of their office.
  • Number of members in governing bodies of the company;
  • Procedures for appointing members of the governing bodies of the company if different from the legal provisions (Article 36).

Attention!

Joint-Stock company with private offer cannot have a capital less than 25.750 EUR[1] (Article 107 of the Law no.9901/2007 “On entrepreneur and commercial companies, amended with the Law no. 10475/2011, “On an amendment in the Law 9901/2007 “On entrepreneur and commercial companies).

Accompanying documents

– The act of incorporation and the Statue if they are drafted in two different documents.
– The acts of appointment of the organs of the company if not included in the above acts.
– Other necessary acts for the establishment according to the legislation in force.
– The Identification document of the legal representative of the company (if he is the applicant).
– Identification documents of members of the Supervisory Board if their data are not provided in the acts.

– If the applicant is different from the legal representative of the company then should be submitted the power of attorney.

– Bank Statement that attests the payment of the initial contribution.

Attention!
– The shares subscribed as contribution in money, should be paid up before the registration of the company at less on ¼ of their value. When the shares are contributions in kind, these contributions should be assessed before the registration of the company from one or more experts appointed from the respective court, and the subscribed shares with contribution in kind should be completely transferred before the registration.

– When the partner of the company is a foreign legal person, according to Article 29 of the Law no. 9723/2007 “On the NBC”, in addition to the documents required according to the type of the subject, to the application for the initial registration are attached also the documents foreseen in letters a, b, c and d of point 5 of Article 28 of this Law for the foreign legal person, concretely:

  • 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;
  • Document certifying the registration of the foreign company in the foreign jurisdiction;
    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;
  • Decision or other acts of the respective organ of the foreign company according to the foreign legislation for the establishment of a limited liability company in Albania.

After the approval of the registration, along with the issuing of the UIN (NIPT), the registration has been automatically made also in:

– The General Directorate of Taxes

– Social Insurance

– Healthcare Insurance

– Labor Inspection Office

[1] 3.500.000 ALL, 1 Euro = 136 ALL

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