All entities that exercise economic / commercial activity in the Republic of Albania and carry the obligation for registration, according to law, must be registered in the commercial register.
The legislation defines the registration obligation for the following entities:
• Sole Entrepreneur;
• Joint Ventures;
• Companies;
1. Unlimited Partnership,
2. Limited Partnerships,
3. Limited Liability Company,
4. Joint Stock Company,
• Branches of foreign companies;
• Representative Offices of Albanian and foreign companies;
• Savings and Credit Unions;
• Mutual Cooperation Companies;
• Agricultural Cooperation Companies.
Shehu & Partners undertakes the drafting of acts (Statute, Act of Incorporation, Partners Decision, Power of Attorney, etc.), the completion of the Application at the National Business Center and the final registration of the commercial entity.
Every new commercial entity, 15 days from the moment of registration at the National Business Center, after being provided with NUIS- has the legal obligation to register its activity as a business near the respective Municipality, the relevant Directorate of Local Taxes and Tariffs
Entities registered according to Law no. 9723, dated 3.5.2007 “On the National Registration Center”, are provided with a unique identification number (NUIS) generated electronically. The registration in the commercial register also constitutes their simultaneous registration with the tax administration, central and local, in the social and health insurance scheme and with the labor inspectorate.
Immediately after the initial registration at the National Business Center:
a. The account is opened and registered on the website of the General Directorate of Taxes;
b. The administrator is registered in the payroll section of the electronic personal account on the GDT website;
c. Equipping with block of tax invoices with VAT, tax receipts and invoices accompanying the goods;
d. Within 15 days from the date of registration you must be provided with the fiscal cash register at authorized companies.
The above procedures are performed by Economists / Accounting Studios and this service is performed by Shehu & Partners in cooperation with them.
Commercial entities at any time during the exercise of their commercial activity may change the address of their headquarters or may add other places of exercise of activity in accordance with the interests and objectives of the company. In this case it is necessary for the commercial entity to reflect these changes in the National Business Center. The decision of the governing bodies and the application for change / addition of address is realized by Shehu & Partners.
Pursuant to the provisions of law no. 9901/2008 “On traders and trade companies”, and the statute of trade companies, the appointment and change of the administrator is a legal right of the Partner / Assembly of Partners / Shareholders of the commercial entity. The change / appointment of the new administrator must be done by Decision of the Partner / Partners and must be registered in the National Business Center.
The capital quotas of a limited liability company and the rights deriving from them can be acquired or transferred through:
a) contribution to the capital of the company;
b) sale and purchase;
c) inheritance;
d) donation etc.
In case of transfer of quotas by contract, the contract must be made in writing and must be registered at the National Business Center.
Every entity that is registered in the National Business Center, must register any changes, data, facility, bodies, etc. For the Branches and Representative Offices of foreign companies, the statute and the act of incorporation of the foreign company or the equivalent document of establishment according to the foreign legislation are deposited, with the full text that reflects the changes made.
All commercial entities must register the following documentation and information:
a. Annual financial statements, activity progress report and audit report in cases when keeping these documents is mandatory. Branches and representative offices of foreign companies must also deposit the annual balance sheet of the foreign company, kept according to the standards required in the foreign country;
b. Appointment or dismissal of an authorized accounting expert, when his appointment is expressly required by law;
c. Appointment of liquidators;
d. Compilation, application and registration of documents proving that the capital or part of the capital of the company has been pledged as collateral or guarantee;
e. Any other registration, mandatory under applicable law.
In case of temporary suspension of commercial activity, each entity must complete, apply and register in the National Business Center the decisions for Suspension of Activity.
For sole entrepreneurs, de-registration is done voluntarily through the de-registration application. This application can be made together with the announcement of the suspension of economic activity or at a second moment.
For companies, branches and representative offices of foreign companies and ordinary companies, deregistration is done voluntarily through the application for deregistration and filing of relevant acts, which certify the completion and closure of liquidation procedures, according to legislation.
After the start of liquidation proceedings is registered, before deregistering the entity, the institution (National Business Center) is obliged to notify the tax authorities and wait within the legal deadline for confirmation regarding the tax situation of the entity.
Initiation of liquidation proceedings (liquidation in the state of solvency), is carried out in two forms:
– Ordinary liquidation, starts with the dissolution of the company for various consequences and with the appointment of the liquidator;
– Simplified liquidation, Companies can be liquidated through an expedited procedure, if this is decided by all partners or shareholders and when they declare before the relevant court that all the obligations of the company to creditors have been settled and all relations with employees. In the case of simplified liquidation, the court decision for the liquidation of the company must be submitted to the National Business Center, through the simplified procedure.
Two or more companies can be merged through:
1. The transfer of all assets and liabilities of one or more of the companies, called the absorbed companies, to another existing company, called the absorbing company, in exchange for the shares or quotas of this company. This process is called Absorption Merger.
2. The establishment of a new company, to which are transferred all the assets and liabilities of existing companies, which are merged in exchange for shares or quotas of the new company. This process is called Acquisition.
A company may be separated by decision of the General Assembly, transferring all its assets and liabilities in favor of two or more existing or newly established companies. The society that is separated is considered broken.
The registration of the division of the company at the National Business Center has as a consequence:
a) the transfer to the receiving companies of all assets and liabilities of the company being separated, in accordance with the division ratio, defined in the separation agreement.
b) making the shareholders / partners of the company that is separated into shareholders or partners of one or more host companies, in accordance with the division report, defined in the separation agreement;
c) the assessment of the company that is separated as broken and its deregistration by the National Registration Center, without carrying out liquidation.
A company can change its legal form, through transformation, as follows:
1. A Limited Liability Company can be transformed into a joint stock company (corporation) and vice versa;
2. A joint stock company with a private offering can be transformed into a joint stock company with a public offering and vice versa, if the requirements of the law on securities are met.