Blocking the Bank Accounts of Partners and Administrators of Companies in Albania; Other Changes on the Instruction “On Tax Procedures”.

Recent changes in Instruction no. 24 of the Tax Procedures, which entered into force on 12.11.2020 (Instruction no. 44, dated 09.11.2020), brought a great reaction to the Ministry of Finance, because Article 90 of this instruction significantly exceeded the limits of Article 99 of the Law on Tax Procedures, and has bypassed Article 16 of the Law “On Entrepreneurs and Commercial Companies”. 

The problem caused by these changes was exactly paragraph 90.1, according to which is determined the blocking of the bank accounts of the shareholders, partner and administrator of the company by the tax administration. It’s the establishment of this definition that has paved the way for extreme abuse by the tax authorities.

Article 16 of the law “On Entrepreneurs and Commercial Companies” clarifies the cases when the responsibility passes to the partner and the administrator. Limited liability companies and joint stock companies have a legal personality separate from the partners, the responsibility of the company cannot be transferred to the partners, and even more so to the administrator, who is an employee of the company (except in the case of exhaustion defined in article 16 of the law “On Entrepreneurs and Commercial Companies “)

The designated persons, Partners, Shareholders and Administrators bear personal responsibility to third parties, including the tax authorities, only if there is a final court decision on these violations. It is precisely the limitation of the liability of the partners that is one of the basic principles of commercial law who has made these changes unconstitutional and illegal.

The reflection of the Ministry of Finance and Economy came after 3 weeks, which with Instruction no. 45 dated 26.11.2020, has corrected the above illegality by conditioning the blocking of bank accounts and the transfer of tax liability to Partners, Shareholders and Administrators, only after a final court decision has been taken to justify their legal violations under Article 16 of the law ” On Entrepreneurs and Commercial Companies”.

Find below Instruction no. 45 dated 26.11.2020 for some additions and changes in the instruction no. 24, dated 02.09.2008, “On Tax procedures in the Republic of Albania”, as amended, which was published in Official Journal 210 and entered into force on 02.12.2020.

“1. In point 90.1 the following changes and additions are made:

In the fourteenth paragraph, in the second sentence, after the expression “For this purpose”, is added the phrase “after receiving the final court decision and pursuant to Article 99 of Law no. 9920/2008, as well as the procedures and deadlines provided in paragraph 99 of this instruction”.

– Paragraph 15 is abrogated.2. In point 99.1, in the first paragraph, in the last sentence, is added the phrase “and after there is a final court decision, it starts taking coercive measures by blocking the accounts and other assets“.