By Alba Legal – Your Trusted Albanian Law Firm
The Commercial Law no. 9901 “On Entrepreneurs and Commercial Companies”) entered into force on 21. 05. 2008. This Law regulates the status of entrepreneurs, the founding and managing of companies, the rights and obligations of founders, partners, members, and shareholders, companies’ reorganization and liquidation.
According to the Commercial Law, the types of business entities are:
1 General Partnership Company
A company is a general partnership if it is registered as such, conducts its business under a common name and the liability of partners towards creditors is unlimited.
2 Limited partnership Company
A company is a limited partnership, if at least one partner’s liability is limited to the amount of his interest (limited partner), while the liability of other partners is not limited (general partners). General partners have the status of partners in a general partnership.
3 Limited liability company
A limited liability company is a company founded by natural or juridical persons who are not liable for the company’s commitments and which personally bear losses only to the extent of any unpaid parts of stipulated contributions. Members’contributions constitute the company’s basic capital.
4 Joint stock Company
A Joint Stock Company is a company the basic capital of which is divided into shares and subscribed by founders. Founders are natural or juridical persons, which are not liable for the company’s commitments and which personally, bear losses only to the extent of any unpaid parts of the shares in the basic capital they subscribed.
5 Branches and Representatives.
According the Law No. 9901 persons authorized to manage a company may establish branches and representatives.
Branches are places of business without legal personality. They have a degree of permanence, their own management, and enter into agreements on behalf of the company.
Representatives are places of business without legal personality and without a management. They promote the business of the company and may also enter into agreements on behalf of the company.
6 Joint Ventures
According the Albanian Civil Code the joint ventures (simple company) are established by two or more persons, whether individuals or legal entities, foreign or national, agreeing to engage in an economic activity in order to share profits deriving there fro Registration in NRC
The registration of new business in Albania according to the Law no. 9723, dated 03.05.2007 “On National Business Center” is done through NRC. The NRC is a central public institution, with legal personality, subordinated to the minister responsible for economy and its legal seat is in Tirana.
According to the Law No. 9723, NBC has the following functions:
- Maintains the Commercial Register;
- Performs registration in the Commercial Register according to the provisions of the Law;
- Performs registrations of the Subjects provided by the Law for the fiscal, social insurance and healthcare, and for labor purposes;
- Issues certificates, abstracts of registrations and certified copies of other filed documents as
- provided by the Law;
- Discloses the registered data and guarantees the free access of the public;
- Accepts applications for licenses as provided by the provisions of the law and delivers them to the applicant after approval by the competent bodies;
- Informs and advises on registration and licensing procedures.
Obligation to register
The Subjects obliged to register in the Commercial Register are:
1. Physical persons exercising a commercial economic activity;
2. Simple partnerships provided by the Civil Code;
3. Commercial Companies;
4. Branches and representation offices of foreign companies;
5. Savings and Credit Companies and Unions;
6. Cooperation Companies;
7. Any other entity subject to registration in accordance with the Albanian law.
Entities that are excluded from registration in NRC are:
According to the Albanian legislation, non-profit organizations, foundations, institutes and political par ties are excluded from the obligation to register in NRC. They have to be registered in the court.
Application in NRC
The application for initial registration of new businesses may be done for 24 hours with a cost of 100 ALL at the service window at NRC’s office in Tirana, or in any other NRC service window located in a municipality office. An application may be done at any NRC service window, regardless of the applicant’s seat or location of activity. The on-line business registration is allowed.
Using a single application procedure, the NRC not only registers commercial companies in the Commercial Register but enrolls them as well with tax, social and health insurance authorities and the Labor Inspectorate.
Moreover, the principle “silence is consent” is applied; In case that NRC, within the mandatory term of 1 day from the presentation of the application for registration, does not perform the registration, notify the suspension of the application or does not notify the denial, the registration shall be considered as immediately accepted.
Documentation Required for Registration by the NRC
For registration of a new company in the National Registration Center the following documents are required:
1. Application form
To start the registration, the applicant must complete the application form to the e-albania accaunt. The application form is specific to different types of applying entities. The application form and the instructions for their completion can be retrieved at every NRC service window or downloaded from the NRC website. The applicant may fill out the form either at any NRC service window with the help of the service window clerk if necessary, or via the Internet, using the NRC’s “Apply On-Line” function.
2. Accompanying documents
Original personal identification document (ID card), which the NRC service window clerk will verity, copy and scan, and return.
Other accompanying documents The list of the accompanying documents for the initial registration is specific to different legal forms of companies. The applicant may find the list of the accompanying documents attached to the relevant application form, which can be obtained either at any NRC service windows or in the official website of NRC.
Disclaimer: This article is for informational purposes only and does not constitute legal advice.
For legal assistance in Albanian company registration, consult a Alba Legal for case-specific guidance.
