Albania Company Formation All Processes

Albania Company Formation All Processes

It takes one week to fully register a company in Albania. It is also possible to buy a ready-made company in two to four weeks. The procedure for company formation in Albania is easy to carry out and your future Albanian company will have the chance to become famous and successful.
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Establishing a Sole Proprietorship in Albania

A sole proprietorship is the simplest way to manage a business in Albania. To establish a sole proprietorship, a foreign investor must first register as a natural person or under a business name. This is accomplished by submitting a simple application stating the investor's data, address in Albania, proposed business activity, and a specimen signature of the sole proprietor. This application and an identity document are submitted to the NBC of the district where the business will be conducted. Following registration, the investor registers with the tax authorities. The sole proprietor assumes unlimited liability for the debts of their business.

A sole proprietorship represents the simplest way to start a business in Albania, as there are no capital requirements.

Opening a Branch in Albania - a structure that is dependent on the parent company and can be established by domestic and foreign companies wishing to expand in the local market.

A subsidiary represents an entity similar to a branch, with the difference that the subsidiary will act as an independent structure.

What are the basic requirements to register a limited liability company in Albania?

The limited liability company is the most common and preferred legal form for doing business in Albania. It has the following features:

The minimum capital is ALL 100 (approximately one Euro);

There is no limit on the number of shareholders, who can be natural or legal persons, foreign or Albanian;

It can be managed by one or more persons, foreign or Albanian;

Registration in the Albanian Commercial Registry, maintained by the National Business Center (NBC), also constitutes registration for tax purposes;

After the registration process is completed, the NBC issues the new company its business number (also used as a tax identification number) and the registration certificate.

Which business form should one choose for a large investment in Albania?

Large businesses in Albania may be organized as Albanian joint-stock companies (Sh.a). An Sh.a. is a company whose share capital is divided into shares and subscribed by its founders (natural or legal persons), who are not liable for the company's commitments and who personally bear losses only to the extent of their contributions to the company. The registered capital of the newly formed company becomes effective after being registered in the Commercial Registry.

The share capital of an Sh.a. with a private offering cannot be less than ALL 3,500,000. The share capital of an Sh.a. with a public offering cannot be less than ALL 10,000,000. At least one-fourth of the nominal value of cash contributions must be paid before registration. The remaining amount is paid in one or more installments according to the decision of the Board of Directors. The Sh.a is the only legal entity allowed to issue bonds under Albanian law.

What are the minimum requirements for establishing Albanian partnerships?

In a general partnership, all partners are jointly and severally liable without limitation for the partnership's debts. Creditors of the general partnership must first sue the entire partnership, and only if they are unsuccessful in that process can they then turn to one of the partners and file a lawsuit. There is no minimum capital required to create an Albanian general partnership. As is typical with general partnerships, the Albanian general partnership is a mutual agency relationship where each partner has the authority to bind the partnership with respect to third parties without notice. Unless otherwise provided in the articles of association filed with the NBC, all partners are considered managers of the partnership. The partnership may be dissolved upon the death, bankruptcy, loss of work permit, or incompetence of a partner. However, there are also situations where continuity can be ensured in the partnership's articles of association. The partnership must submit annual financial reports.

An Albanian general partnership is formed by at least two partners who are fully responsible for the company's liabilities. Unlike the company types mentioned above, a general partnership is not required to provide minimum capital. The partnership is based on a set of rules specified in the partnership agreement. The management of such businesses is carried out by all general partners without restriction, and our lawyers can provide more details in this regard.

Albanian Limited Partnerships

A limited partnership has general and limited partners. In a limited partnership, the limited partners are liable for the partnership's obligations only to the extent of their investment, while the general partners have unlimited liability for the partnership's obligations. Law No. 9901 regulates special provisions defining the rights and obligations of limited partners. These provisions state that limited partners have the right to receive financial reports at least twice a year. However, limited partners cannot participate in the management of the legal entity. If a limited partner participates in the management of the partnership, they may become subject to unlimited liability. The articles of incorporation of a limited partnership must state the total amount or value of the partners' contributions and the percentage of the partners' participation in the company's profits. Unlike general partnerships, the death of a partner does not immediately terminate the limited partnership.

Limited Liability Companies in Albania

A limited liability company (Sh.pk) is the most common legal entity chosen by entrepreneurs entering the Albanian market. It is flexible and suitable for a start-up business. A limited liability company requires a minimum initial capital of only ALL 100 (approximately USD 0.99 or EUR 0.72). It can be established by one or more partners, natural or legal persons, who are liable only to the extent of their contributions to the company's share capital. Contributions can be in cash or other assets, but contributions in the form of services are not allowed. Decisions regarding the general management of the company are made by the general assembly of shareholders, and daily management is carried out by directors appointed by the general assembly of shareholders. Directors are not required to hold shares in the company. The law requires the preparation of annual financial reports. Limited liability companies with revenues above a certain limit must appoint a certified public accountant for the preparation of financial reports. Limited liability companies can be converted into a partnership or a joint-stock company with the decision of a three-fourths majority of the general assembly, provided that the financial statements of the last two years are approved.

The Albanian limited partnership has limited and general partners; the limited partners are liable for the partnership's obligations only to the extent of their investments, while the general partners have unlimited liability for the partnership's obligations. It must specify the total amount or value of the partners' contributions and the percentage of the partners' participation in the company's profits.

What are the steps to follow for company formation in Albania?

The company formation process in Albania is fast, efficient, and low-cost. The company can be registered with the National Business Center within 1-2 business days under normal circumstances. At the Albanian National Business Center, investors can carry out all transactions related to registration, including tax registration, health insurance registration, social insurance, and labor directorate registration. Since the electronic registry is fully operational, registration is done with a single application.

Registration with the Municipal Revenue Office is also a required step and is accomplished by submitting an application and various documents (including the registration certificate). The final step of company formation in Albania consists of obtaining a unique company seal. The company can only begin its activities after completing these steps.

What documents are required for a company formation in Albania?

To create a new legal entity in Albania, a set of documents must be submitted to the National Business Center - a receipt from the bank showing that the minimum capital has been deposited and the articles of association drafted in a special format. In the case of a partnership, the partners must submit the partnership agreement, which is the legal document of this business form, instead of articles.

Albanian Company Formation - Company Name

Once the preferred company name is found (provided by the agent), a name reservation certificate can be requested within 1 day of filling out the application form. The name reservation is valid for a period of 30 days, which cannot be extended.

Furthermore, if you wish to register and protect your name and brand, it is important to register it with the General Directorate of Industrial Property.

In this context, Albanian legislation provides for the registration of trademarks at two levels:

1- National registration:

2- International registration.

In both cases, the registration is done at the same office in the General Directorate of Industrial Property or through the online portal (e-Albania).

Albanian Company Formation Required Documents

The standard requirements for registering a company in Albania are as follows:

  1. Company Name
  2. Brief description of commercial activities
  3. Registered office address in Albania
  4. Information and percentage of the shareholder(s)
  5. Details of the director(s)
  6. Minimum paid-up capital of ALL 100 or more
  7. Memorandum and Articles of Association

Albanian Company Registration Application

The NBC notifies the Municipal Office of Internal Revenue and Taxes within 24 hours of the company's registration.

After the business receives the registration certificate from the NBC, the Municipal Office of Internal Revenue will request additional documents to assess the list and amount of local fees and taxes to be paid by the new company.

To finalize the registration at the Municipal Office of Internal Revenue, it is recommended to submit the following documents in person or through a legal representative:

1) Application form;

2) Registration Certificate from the NBC;

3) Company's Articles of Association and Bylaws

4) Lease agreement or ownership document of the company headquarters.

Obtaining Pre-Printed Invoices from the Tax Office

According to the Law on Fiscal Procedures, a newly established company must purchase pre-printed invoices from the tax offices. The company cannot use any invoices other than pre-printed ones. Following the company registration, the company founders or their representatives request to purchase a set of pre-printed invoices with the company numbers on them for a price of €3 (ALL 360) per batch (50 copies).

In addition to the above, Albania has implemented a liberal foreign investment regime to increase foreign direct investment through special incentives such as the "New Strategic Investments Law" or the "1 Euro Contract".

It also offers low to zero taxes for strategic investments, large investments, and regional investments.

Furthermore, for "Free Economic Zones," Albania has created a competitive environment for technological and economic development areas to be developed by serious investors.

Albania has free access to major markets as it has signed several free trade agreements (FTAs) with major markets such as the European Union, Türkiye, CEFTA, and EFTA, providing most consumers with free customs access to a large market.

Timeframe for Company Formation in Albania

It takes one week to fully register a company in Albania. It is also possible to purchase a ready-made company in two to four weeks. The procedure for company formation in Albania is easy to carry out, and your future Albanian company will have the chance to be reputable and successful.

What kind of business permits are required for an Albanian company?

The Albanian legal system offers a wide range of business permits and licenses, which may vary depending on the commercial activities of the respective company. While there are numerous businesses that can operate in Albania without any license or permit, others, depending on their purpose of activity, must obtain different types of licenses or permits that will allow them to carry out their activities according to the legislation. In Albania;

For example, companies or individuals conducting business in one of the following areas may need to obtain a license or permit that will prove the qualifications of the company or natural person:

Specialized and/or professional civil protection services;

Private Security Services;

Food production and/or trade;

Primary medical, hospital, or dental services;

Pharmaceutical production and/or trade (for human or animal use);

Other medical and/or health information-sanitary services;

On environmental impact;

Specialized and/or professional services related to environmental impact;

Use, exploitation, and/or management of fauna (terrestrial and/or aquatic);

Mining or hydrocarbons;

Production, storage, transport, use, and/or trade of products and/or substances or other hazardous equipment;

Licensed education;

In port services;

In railway services;

Or airport services;

Travel Agency;

Tour guide; etc.

To perform one of the above-mentioned operations, the relevant license or permit will need to be obtained from the National Business Center in Albania.

Companies operating in the construction field, regulated by the Council of Ministers Decision No. 42, dated 16/01/2008, in Albania, are required to obtain a professional license for the implementation of construction works. Our team of Albanian lawyers can provide legal advice on regulations for construction companies.

Companies operating in the energy field are required to obtain an energy license as regulated by the Energy Legislation. Our team of Albanian legal experts can provide legal advice on regulations for energy companies.

Why should you invest in Albania?

Albania provides a number of competitive advantages related to foreign investments. Free market reforms have opened the country to foreign investments, especially in the areas of energy, transportation, infrastructure, and tourism development. Albania is considered a country with significant tourism potential: magnificent mountains, human-made forests, rivers, as well as sandy and rocky beaches. In 2014, Albania received candidate status for European Union membership.

Furthermore, the local government offers incentives and assistance to increase the value of a foreign-owned business operating in the local market. In this sense, it is important to know that innovation is highly sustained through various methods to develop the value of small and medium-sized enterprises operating here. Foreign Direct Investment in Albania increased by 247.57 Million Euros in the second quarter of 2019.

Recent reforms in the free market in rapidly developing Albania have created a friendly environment for foreign investments, especially in the fields of construction, energy, and transportation.

  1. Advantageous Business Taxation

Albania can be described as the "tax haven" of the Balkans. Among the countries investing in the Albanian economy, Greece ranks first, with more and more business people developing activities in the said country every day.

Business taxation is very attractive in Albania, for businesses with turnover:

  1. Low Cost of Minimum Start-up Capital

Businesspeople wishing to invest in Albania can choose between a Limited Liability Company, with a minimum capital of only €0.75 for its establishment, a Civil Association, and a Partnership, or there is also the option of a public company (SA), which requires a minimum capital of at least 27,000 Euros.

  1. Easy and Fast Procedure

Our experience in strategic investments and investment relocation has proven that the Limited Liability Company (SHPK), which can be established as a single-partner company, having the same natural or legal person as a shareholder and director, is more advantageous. It is attractive and friendly for foreign investors. The establishment procedure requires the issuance and signing of only a few documents and can be concluded within 10 to 15 days, including the opening of the bank account.

Establishing a Branch in Albania

According to the regulations of the "Law on Entrepreneurs and Commercial Companies No. 9901, dated April 14, 2008," a foreign company can open a branch in Albania.

A foreign company should know that a branch is not considered a legal entity in Albania, but it can operate on behalf of the parent company and is required to pay local and national taxes. As a feature of Albanian law, branches are required to be registered at the National Business Center.

Branch registration can be done by the branch representative, the parent company representative, or a person authorized in these matters and does not exceed five business days if all documents are duly submitted.

After the company's incorporation documents are notarized, the applicant must submit certain information and documents to the National Business Center.

The applicant must provide some mandatory information: the name of the branch, the duration of the branch (if opened temporarily), branch activities, details regarding ownership, the address of the official seat, other addresses where the branch conducts its activities.

In addition to this information, the representative must also provide information about the parent company: the name and type of the company, date of registration, duration, registered address, unique registration number, capital amount, head office address, type of activities carried out.

Other information that must be provided relates to the representative of the foreign company, its managers, the person authorized to register the branch (mandatory if the registration is not done by the branch manager or the parent company representative).

An Albanian branch can also provide voluntary information regarding its website, e-mail address, phone number, fax number, logo, or the business's trade name.

A declaration for tax, social and health insurance, and labor purposes must also be submitted by the branch.

In addition to the above, the following documents must be submitted to the NBC: the articles of association, the parent company's registration certificate, proof that the company is in good standing, and a notification if the company is in bankruptcy or liquidation, the parent company's balance sheet for the last year, the decision to open the branch and the decision to appoint a manager for the branch, the manager's identity and signature specimen, and if necessary, the representative's identity and the documents allowing them to submit the declaration and application (the last two are only necessary if the application is registered by a person other than the branch manager).

In conclusion, the NBC will provide a unique registration number for the branch and will register it in Albania for specific social, health, and labor insurances.

After this step, the branch established in Albania must also register with the Municipal Revenue Department for certain taxes.

 

 

Albania Company Formation

The types of legal entities that can be opened in Albania are: limited liability companies (Sh.pk), general partnerships (OP), limited partnerships (OK) and joint stock company (SH.a). Our team of lawyers in Albania can offer full assistance for registration in any of the above-mentioned business forms.

Besides the above-mentioned business structures, foreign investors may also enter the Albanian market through other legal entities that may better meet the needs of a business, depending on the capital invested and investment plans. Foreign investors are also allowed to establish the following forms of business.

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