(Source: National Business Center)
Information on Foreign Businesses
Legal Reference:
– Law No. 9723, dated May 03, 2007, “On the National Registration Center”, as amended;
– Law No. 9901, dated April 14, 2008 “On Entrepreneurs and Companies”, as amended.
Preliminary advice
Foreign businesses should be consulted in advance in their country, which entity is responsible for issuing the following documents:
– Certificate of registration certifying the registration of a foreign company in a foreign country.
– Document proving that the company is NOT in the bankruptcy or liquidation process or is NOT bankrupt or liquidated / de-registered in a foreign country.
These documents, depending on the law or practice of a foreign country, may be issued by one or two different state entities.
Attention: The supporting documents (official or private) of foreign jurisdictions must be filed together with a certified translation into Albanian.
Upon approval of the registration, along with the generation of NUIS (NIPT), the registration is automatically made to:
– General Directorate of Taxation
– Social insurance
– Health insurance
– Labor Inspectorate
Registration of a foreign businesses in the Republic of Albania, documents forms, legal forms provided by Albanian legislation and documents required for registration under legal forms
Attention: A limited liability company may not have a capital less than 100 ALL (Article 70 of Law No. 9901/2008 “On Entrepreneurs and Companies”).
a. Documents Form: Documents / acts, whether official or private, of foreign companies for use in the Republic of Albania, if they are certified by a public authority of foreign jurisdiction (official / notary) must prove their existence as officials or notaries through legalization or apostillation, according to the laws in force and international agreements ratified by the Republic of Albania.
b. Legal Forms, Documents and Mandatory Data
1. Natural person
Mandatory data (Article 30, Law 9723/2007, “On NBC”).
For the initial registration of natural persons, the following information is obligatory:
– Identification data;
– Place of Exercise of Economic Activity
– Field of activity, if specified
– The signature specimen of the natural person.
Supporting Documentation
– Identity document of the natural person (if he is the applicant).
– If the applicant is different from the natural person to be registered, the Power of Attorney and the applicant’s identification document must be filed.
2. Limited liability company (llc.)
The mandatory data for the registration of commercial companies are as follows:
– Name
– Form
– Date of establishment
– Founder Identification Data
– Headquarters
– The object, if defined
– Duration, if defined;
– Identification data of persons responsible for the administration and representation of the company in relations with third parties, the powers of representation, as well as the terms of their appointment.
– Signature specimens of persons representing the company before the third parties.
Pursuant to Article 35, it is also mandatory to notify the value of the signed charter capital, the number of equity shares, the nominal value of each share, the participation in capital, the value and type of contributions of each partner, and whether the initial subscribed capital is paid or not.
Supporting documentation:
– The Act of Establishment and the Articles of Association, if drafted as two separate documents.
– Acts of appointment of the bodies of the company, if not included in the above acts. Other acts required for establishment, according to the legislation in force.
– Identification document of the legal representative of the company (if he is the applicant).
– Partner identification documents if their records are not specified in the acts.
– If the applicant is different from the legal representative of the company, the Power of Attorney must be filed
3. Joint Stock company with private offer.
For the initial registration of a joint stock company, except as provided in Article 32 of Law no. 9723/2007 “On NBC”, the following information is obligatory:
– The value of the charter capital and the share paid
– Number and form of subscribed shares
– Nominal value of each share
– Number of shares subscribed by each shareholder
– The value and type of contribution of each shareholder, as well as the share paid by each
– Special conditions limiting the transfer of shares (if any); if there are different categories of shares, the data of letters “c” and “dh” of this article are reported for each category of shares as well as the related rights.
– Procedures for converting the form of shares, if provided for in the Articles of Association; The total value or a forecast of the specific costs incurred by the company for the establishment procedures;
– Advantages recognized to persons who have participated in the establishment of a company or in specific transactions related to the startup of economic activity (if any).
– The identification data of the members of the supervisory council and authorized accounting expert, as well as the term of their appointment
– Number of members of the governing bodies
– Procedures for the appointment of members of the governing bodies, if they differ from the legal provisions” (Article 36).
Attention: A joint stock company with private offer may not have a capital less than 3,500,000 ALL (Article 107 of Law 9901/2008 “On Entrepreneurs and Companies” as amended by Law No. 10475/2011 “On amendments in Law No. 9901, dated April 14, 2008 “On Entrepreneurs and Companies”)
Supporting documentation:
– The Act of Establishment and the Articles of Association, if drafted as two separate documents.
– Acts of appointment of the bodies of the company, if not included in the above acts.
– Other acts required for establishment, according to the legislation in force.
– The identity document of the legal representative of the company (if he is the applicant).
– Shareholder identification documents, if their data are not specified in the acts.
– Identification documents of the members of the governing bodies, if their data are not specified in the acts.
– If the applicant is different from the legal representative of the company, the Power of Attorney must be filed.
– The bank document confirming the payment of the contribution in money.
Attention:
– Subscribed shares with contribution in money must be settled before the company’s registration, at least ¼ of their value. When shareholders make contributions in kind, these contributions must be evaluated before the company’s registration by one or more experts appointed by the respective court and the subscribed shares with a contribution in kind must be completely transferred before the registration.
– When the partner of the company (llc, jsc, etc.) is a foreign legal person, according to Article 29 of Law 9723/2007, “On NBC”, except the documents required by the type of entity, the documents specified in letters “a”, “b”, “c” and “d” (5) of article 28 of this law are attached to the application for initial registration of a foreign legal person, namely:
* The Establishment act and the Articles of Association of a foreign company when these are two separate documents or, in their absence, the equivalent act of Establishment, according to foreign legislation, as well as their full text with the following changes
* Documentation confirming the registration of a foreign company in foreign jurisdiction
* Documentation confirming the current state of the foreign company issued within a deadline no longer than 90 days from the date of application, with registration and representation data, including the information whether it is in liquidation or bankruptcy
* The decision or other acts of the relevant body of the foreign company, according to foreign legislation, for establishment of a limited liability company in Albania.
- Branches and Representative Offices of Foreign Companies.
For the initial registration of branches and representative offices of foreign companies, the following information is obligatory:
The data set out in letters “a”, “b”, “c”, “d” , “dh”, “e” and “ë” of Article 32 of this Law on foreign companies, including the number and place of registration
The capital of the foreign company
The name of the branch or representative offices, if different from that of the foreign company
The duration of the branch or representative office, if this is specified, the scope of branch or representative office activity, if this is specified
Seat of branch or representative office
Identification data of persons responsible for the administration and representation of the branch or representative office in relation to third parties, representation powers and appointment terms
Signature specimens of persons representing the branch or representative office in relation to third parties (Article 37).
Supporting Documentation
– The Establishment Act and the Articles of Association, when these are two separate documents or, in their absence, the equivalent act of establishment, according to foreign legislation, as well as their full text with subsequent changes
– Documentation confirming the registration of a foreign company in foreign jurisdiction
– Documentation certifying the current status of a foreign company, issued within a period of not more than 90 days from the date of application, with registration and representation data, including information on whether it is in liquidation or bankruptcy
– Balance sheet of the foreign company for the last financial year, kept according to the required standards in a foreign country, if the foreign company has been active for more than one year
– Decision or other acts of the relevant body of the foreign company, according to foreign legislation for the opening of branch or representative office.
– The acts of this point are replaced by the application for registration in the case when the person requesting the registration is simultaneously the body responsible for acting on behalf of the foreign company.
– The legal representative of the branch representative (if he is the applicant)
If the applicant is different from the legal representative of the branch, the Power of Attorney must be filed.
