How to open business in Albania

How to register a business in the National Registration Center (BACs)

BACs is providing services in the territory, through the service counters at local government through service windows open at the Union of Chambers of Commerce and Industry and / or chambers of commerce through electronic counter. This list you can see by clicking here.

An application can be made at a service window NRC, regardless of residence or place of activity of the entity seeking registration.

What need for registration?

I. Application form

To start a recording, an applicant must complete an application form. Before filled application form, the applicant must know the following information:

  • The application form is specific for different types of entities that apply (individuals who do business or company). Therefore, the applicant should ensure that he / she knows, if the application will be for a physical person, who will register to conduct business or to a company and the type of company. Information on legal requirements, limited liability companies, joint stock companies and other companies located in the Law No. 9901 dated 14.04.2008 “For traders and trading companies”. This law can be downloaded from the official website of MBCs.
  • Application forms can be obtained in two ways: a) at any branch of MBCs; or b) can be downloaded from the official website of MBCs.
  • Person
  • Collective Association / Partnership / Limited Liability and Simple
  • JSCs
  • Savings and Credit
  • Branches or representative offices
  • Society Consortium
  • Agricultural Co-operative Society
  • All application forms are provided with instructions for their completion. These instructions can be found in every window of MBCs or can be downloaded from the official web site MBCs.
  • The applicant can complete an application form or a) by downloading, filling it electronically and stamped (printed); or b) in any service window MBCs with the help of the desk clerks; or c) via the Internet using the MBCs function “Apply On-Line”.
  • Each desk clerk is willing to help the applicant to meet all the mandatory fields of the application form.

II. Submission of application for registration in BACs

  • Once the application form is completed, the applicants (or authorized representative for registration) submit an application form in person at any service counter of MBCs, together with other accompanying documents, as appropriate.
  • The applicant or the authorized person is identified to counter the MBCs through an original identification document, as well (authorized representative) through a notarized authorization to represent the applicant for registration purpose.
  • The desk clerk verifies that the application and accompanying documents are complete and acceptable BACs. If the application is incomplete or incorrect, the desk clerk will help in completing the application form together with the applicant and Emboss (print) the completed form.

After doing all of the above steps in point II 4, the desk clerk MBCs gives the applicant a confirmation of making the application, which is issued by the electronic system of MBCs and has a unique folder. This confirmation is signed by both the applicant and the desk clerk. The applicant may use this unique file number to track the status of the registration process at any time via the official web site MBCs, clicking the Check Status Application.

III. List of accompanying documents

In addition to the completed application form, the applicant should submit relevant documentation as follows:

  • Original document of identification (bio metric passport, ID card), which the desk clerk will verify, copy and scan and in the end will refund the applicant (representative). The applicant should not be removed from the service desk without taking his identification document.
  • Accompanying documents. List of documents required for registration is specific to the different legal forms of businesses. Once identified the type of business to be registered, the applicant can find the list of supporting documents attached to the specific form of the application for registration, which can be obtained either at the counters of MBCs or on the official website of the NRC official, to the directory: How to Promote a Business: Instructions

IV. Payment

The person who makes payment applies to the service counter where he applies. Fees are published in the official website of MBCs. Click here for a list of fees.

Payment is made at the counter of MBCs, the time required by the desk clerk and after being given a unique number by electronic file system. Payment is made before the final signing of the application form by the employee and the applicant.

  • What happens when the applicant leaves the window?

At the end of the day following the date of application in BACs, or the application for registration will be accepted, or will be refused or suspended, if BACs finds that the information provided is incomplete or not in accordance with legal requirements.

  • In case of acceptance of registration

After issuing the confirmation of the application, the application and accompanying documents are examined for decision making by the authorized MBCs (registrar). If, after verification, the authorized (registrar) finds that the application is in accordance with the law, within a maximum of 1 (one) days from the application submission he approves:

  • Obtain registration;
    Issuance of unique identification number (NUIS), also known as TIN;
  • Certificate of registration and issuance of certificates of registration (if the business is registered).
  • These certificates (one for each business location) may be obtained by the applicant (or authorized representative) in every service window of MBCs;
  • Conducting electronic publication Announcement Bulletin registration in the Official Registry of MBCs, this can be seen on the official website of the NRC, the day after the approval of the registration.

Completing the registration and issuance of certificate of registration, they are evidence of the applicant for business registration, registration tax (business tax fee) for registration on social insurance, enrollment in health insurance and the registration authorities of the Labor Inspectorate.

In case of suspension of registration

  • If, after verification of the application form and accompanying documents, the authorized NRC (registrar) finds that the application does not comply with the requirements of the law, he suspends the registration within a maximum of 1 (one) days from the application submission .
  • BACs and notify the applicant of the reasons for the suspension within one day of receipt of the application for registration, by a document issued by computerized systems in every service window of MBCs. The applicant has a 15-day deadline to complete or correct the elements that impede the registration.
  • Applicants can check the status of the application online using the unique file that he received, after submitting the application form. The reasons for suspension are not published on the website of MBCs, but can be communicated electronically by email to applicants who are using the “Apply On-Line” or who have provided an email address on the application form. Otherwise, the applicant must appear in the window for obtaining the aforesaid document, which gives the reasons for the suspension of registration.
  • Applicant at any time within 21 days, request the counter complete or correct the elements that impede the registration by completing the appropriate form and submitting the necessary supporting documents.

In case of refusal of registration

  • If, after verification of the authorized officer (registrar) finds that information required to be recorded, are different from the data record able by the law, registration is denied and the applicant notified the counter, writing for the cause of rejection.
  • Authorized clerk (registrar) refuses registration, when the applicant has not completed or corrected the elements that impede the registration within a period of 15 days.
  • Authorized officer refuses registration even if the application to complete or correct the elements that impede the registration, does not meet all the requirements set by law.

Other important issues
Silent approval

  • When within 1 (one) days from the submission of the application for conducting a census, BACs has not notified the registration or refusal of his application for registration then presumably it accepted.
  • In this case, the computerized system of MBCs automatically gives authorization for registration.

Registration in the Tax Office -Tax and notifying authorities and other municipalities:

  • After approval of the registration of new electronic BACs simultaneously notifies the Directorate General of Taxes -Tax and fiscal relevant municipal authority for the registration of a new entity with its TIN for taxation and registration transmits data applicants to these authorities.
  • For each new entity, registered in the Commercial Register also reports BACs, of municipal where these entities have their headquarters or countries of operations. Also notified the registration of the new authorities of the Labour Inspectorate, Social Insurance and Health Insurance.
  • BAC above makes notifications electronically within the business day on which recording is performed.
  • TIN is Unique Identification Number for the purpose of all these records.

Break temporary commercial economic activity

Every person who performs the initial registration carries the obligation to register any change in the announced data and accompanying documents deposited in the register under section III.
Also in case of temporary cessation of trading activity every subject must submit the counters of BACs in the form of temporary relevant activity break.

DOCUMENTS AND INFORMATION REQUIREMENTS FOR INITIAL REGISTRATION

Entities obliged to register in the commercial register are:

  • Individuals who exercise economic trade
  • Simple partnerships under the Civil Code
  • Commercial Companies
  • Branches and representative offices of foreign companies
  • Societies and savings and credit unions
  • Societies and savings and credit unions

Any other entity for which the obligation to register, according to the Albanian legislation. The required data and accompanying documentation required for registration under the legal form of the entity:

  • Natural person
  • The required data for the registration of natural person provided in Article 30 of Law no. 9723 dated: 03.05.2007, “On National Registration Centre”, which are as follows:
  • Identification data
  • Country of economic activity trading
  • Field of activity, if it is determined
  • The specimen signature (company) of a natural person

Supporting documentation:

  • Identification document of a natural person (if he is the applicant)
  • If the applicant is different from the natural person to be registered, must be deposited Representation Act

Simple Society- Regulated by the Civil Code, Sections 1074 – 1112

The required data for the registration of the simple, laid down in Article 31 of Law no. 9723/2007, which are as follows:

  • Duration, if it is determined
  • Field of activity, if it is determined
  • Country of economic activity trading
  • Identification data of members

The amount and type of contributions by the members

  • Details identifying the persons responsible for the management and representation of the company in relation to third parties, powers of attorney and their terms of office
  • Specimen signature (signatures) of the persons representing the company before third parties
  • Supporting documentation: legal representative if the data was not defined in the act
    – If the application will be carried out by a person authorized by all members of society, must be deposited Representation Act

If the parties have not signed a written contract, registration of the ordinary can be performed by depositing only application, complete with all the required data, copies of identification and signing a declaration for the acknowledgment, acceptance and implementation of legal provisions in force for the organization and functioning of the ordinary.

  • Companies (General Partnership, Limited Partnerships, Limited Liability Company, Joint Stock Company with private offer)

The required data for the registration of companies, laid down in Article 32 of Law no. 9723/2007, which are as follows:
a) Name
b) Form
c) Date of establishment
d) Headquarters
f) Target, if it is determined
e) Duration, if it is determined
h) Identification data of the persons responsible for the management and representation of the company in relation to third parties, powers of attorney, and the terms of their appointment.
f) Specimen signature (signatures) of the persons representing the company before third parties

– Unlimited partnerships, limited partnerships and companies with limited liability can be recorded, also, by depositing just the application for initial registration, complete with all the information required under this law, the identification documents of the partners and signed declaration special recognition, acceptance and application of legal provisions in force for the organization and functioning of the type of society that is recorded. In this case, the application for initial registration and the above statement, signed as appropriate by the partners, or by persons authorized to act on behalf and for the account of their founding act and replace the company’s charter

3.1 – General Partnership

For registration of the partnership, except as provided in Article 32 of Law no. 9723/200, it is also mandatory to provide the kind of value the contributions of all partners and their participation in capital (Article 33).

Supporting documentation:

  • Founding act and statute, if are designed as two separate documents.
  • Acts of appointing the bodies of society, if not included in the above acts.
  • Other acts necessary for the establishment, under the legislation in force.
  • Document identification of persons responsible for the management and representation of the company in relation to third parties.
  • If the application will be carried out by a person authorized by all the partners of the partnership, (who under the law are persons authorized to carry out initial registration application) shall be filed Representation Act.

3.2 – Limited Partnerships

For registration of a limited partnership, except as provided in Article 32 of this Law, it is mandatory to provide the amount or value of the contributions of the partners, share in this amount or value of each partner, “unlimited” or ” limited “, as well as the general partners ‘unlimited’ and of each partner” limited “in the distribution of profits and the amount that remains after the liquidation of the company (Article 34).

Supporting documentation:

  • Founding act and statute, if they are designed as two separate documents.
  • Acts of appointing the bodies of society, if not included in the above acts.
  • Other acts necessary for the establishment, under the legislation in force.
  • Documents identifying the partners, if their records are not defined in the act.
  • Document identification of persons responsible for the management and representation of the company in relation to third parties.
  • If the application will be carried out by a person authorized by all the partners “unlimited” limited partnership, (who under the law are persons authorized to carry out initial registration application) must be deposited Representation Act.

3.3 – Limited liability company (L.L.C.)

For registration of the company with limited liability, except as provided in Article 32 of this Law, it is also mandatory to provide the value of the capital subscribed, the number of shares, nominal value of each share, the share capital value and type of contribution of each partner, and also whether the initial subscribed capital is paid (Article 35).
Attention: Limited Liability Company may not have a capital of less than 100 lek. (Article 70 of Law No.9901 / 2008 “On Entrepreneurs and Commercial Companies”).

Supporting documentation:

  • Founding act and statute, if they are designed as two separate documents.
  • Acts of appointing the bodies of society, if not included in the above acts.
  • Other acts necessary for the establishment, under the legislation in force.
  • The document identifying the legal representative of the company (whether it is the applicant)
  • Documents identifying partners if their data is not defined in the act.
  • If the applicant is different from the company’s legal representative, it must be deposited Representation Act.

3.4 – Joint Stock Company with private offer

For registration of joint stock Company, except as provided in Article 32 of this law, are binding even following information:

a) The amount of capital subscribed and paid share
b) The number and form of shares subscribed
c) The nominal value of each share
d) Number of shares subscribed by each shareholder
d) Amount and type of contribution of each shareholder, and the portion paid by each
f) N specific conditions, limiting the transfer of shares (if any);
e) If there are different categories of shares, announced details of the letters “c” and “d” of this article for each class of shares, and the rights associated with them
h) Procedures for converting the form of shares, if a charter
f) The total value or an estimate of specific costs borne by society for the establishment procedures
g) The advantages were granted to persons who have participated in the establishment of the company or individual transactions, associated with the onset of economic activity (if any)
k) Identification data of supervisory board members and the statutory auditor, and the term of their
h) The number of members of the governing bodies
i) Procedures for appointing members of the governing bodies, if different from the legal provisions “(Article 36)

Attention: Joint Stock Company with private offer cannot have a capital of less than 3.5 million Albanian lek (Article 107 of Law 9901/2008 “For traders and trading companies” as amended by Law nr.10475 / 2011, “For a change law no. 9901, dated 14.4.2008 “For traders and companies).

Supporting documentation:

  • Founding act and statute, if they are designed as two separate documents.
  • Acts of appointing the bodies of society, if not included in the above acts.
  • Other acts necessary for the establishment, under the legislation in force.
  • The document identifying the legal representative of the company (whether it is the applicant).
  • Identification documents of members of governing bodies, if their records are not defined in the act.
  • If the applicant is different from the company’s legal representative, it must be deposited Representation Act.
  • Bank document certifying payment of contribution in cash.

Shares subscribed with cash contribution must be paid before registration of the company, at least a quarter of their value. When shareholders make in-kind contributions, these contributions should be assessed before registration of the company by one or more experts appointed by the relevant courts and shares Contributions in kind must be transferred wholly before registration.
Caution: When the partner company is a foreign legal person according to article 29 of Law 9723/2007 “On BACs”, besides documents required for the type of entity, the initial registration application attached documents specified in letters “a”, “b”, “c” and “d” of paragraph 5 of article 28 of this law for foreign legal entities, namely:

  • Act of establishment of the charter, in case these are two separate documents or, failing that, equivalent act of creation, according to foreign law, as well as the full text of their subsequent amendments
  • Documentation proving registration of the foreign company in a foreign jurisdiction
  • Documents proving the current state of a foreign company issued within a period not exceeding 90 days from the date of application, with census data and representation, including whether the information is in liquidation or bankruptcy
  • Decision or other acts of the respective foreign company under foreign law for the establishment of limited liability Company in Albania.

4. Branches and representative offices of foreign companies

For registration of branches and representative offices of foreign companies are required following information:

a) The data specified in letters “a”, “b”, “c”, “d”, “d”, “e” and “h” of Article 32 of this law to foreign companies, including the number and location registration
b) The capital of the foreign company
c) Name of the branch or representative office, if different from that of the foreign company
d) Duration of the branch or representative office, if it is determined
d) Scope of the branch or representative office, if it is determined
f) The headquarters of the branch or representative office
e) identification data of the persons responsible for the management and representation of the branch or representative office in relation to third parties, powers of attorney and their terms of office
h) Specimen signature (signatures) of the persons representing the branch or representative office in relation to third parties “(Article 37).

Supporting documentation:

  • Act and charter of the foreign company, when these are two separate documents or, failing that, equivalent act of creation, according to foreign law, as well as the full text of their subsequent amendments
  • Documentation proving registration of the foreign company in a foreign jurisdiction
  • Documents proving the current state of the foreign company, issued within a period not exceeding 90 days from the date of application, with census data and representation, including whether the information is in liquidation or bankruptcy
  • Balance of the company for the last financial year, keep the required standards in the foreign country, if the foreign company has had activities for more than a year
  • Decision or other acts of the respective foreign company under foreign law for opening of a branch or representative office. Acts of this paragraph are replaced by the application for registration when the person seeking registration is also responsible body to act only on behalf of a foreign company
  • Document identifying the legal representative of the branch (if it is the applicant). If the applicant is different from the legal representative of the branch shall be filed Representation Act.

5. Companies and Savings and Credit Unions

For registration of companies and unions, savings and loans, except as provided in Article 32 of the Law on commercial companies are required to provide the kind and amount of the contribution of each member in the capital of the company, whether subscribed capital is paid, and paid part, the identification data of the members of the supervisory body, the statutory auditor, as well as their term of appointment (Article 38).

Supporting documentation:

  • Founding act and statute, if they are designed as two separate documents.
  • Identification documents of the founders and members of the Governing Bodies (Supervisory Committee, the Board of Directors), if their records are not defined in the act.
  • Document identification of persons responsible for the management and representation of the company in relation to third parties.
  • If the application will be carried out by a person authorized by the Chairman, (who by law is the person authorized to perform initial registration application) must be deposited Representation Act.

6. Organizations of mutual cooperation

For registration of mutual cooperation, except as provided in Article 32 of the Law on commercial companies notified the type and value of each member in the capital of the company, whether subscribed capital is paid, and part of pay, the definition of the territory of activity and identification data of the members of the supervisory body, the statutory auditor, as well as their term of appointment (Article 39).

Supporting documentation:

  • Founding act and statute, if are designed as two separate documents. Identity documents of the founders and members of the governing bodies, if their records are not defined in the act.
  • Document identification of persons responsible for the management and representation of the company in relation to third parties.
  • If the application will be carried out by a person authorized by the President of the Administrative Council (which by law is the person authorized to perform initial registration application) shall be filed Representation Act.7. Organizations of agricultural cooperation

Mandatory data that must be included in the obligatory acts for registration of agricultural cooperation, envisaged in Article 8 and 11 of Law no. 38/2012, “On agricultural cooperation”, which are as follows:

The act of incorporation must be included:
a. The identity of the founders and the administrator or administrators
b. Statement of meeting the criteria for membership
c. Company name
d. The object of the company
e. headquarters
f. Capital of the company
g. The proportion of capital held by each member.

The statute must contain the following information:

a. Naming
b. Scope of activity
c. Headquarters and address
d. Period of activity, whether that society is projected to rise by a limited
e. Value of the subscribed capital
f. The minimum value required for pouring capital contribution, as well as the form of deadlines for the status of the author.
g. The number of parts, in which share capital, and the value of each part by the contribution of members
h. Data for the founding members
i. Criteria for admission of members, terms of deadlines for voluntary departure and expulsion of members
j. The rights and obligations of members
k. Society bodies, their powers, functioning and decision-making
l. The identity of the administrator or administrators at the time of drafting the charter, terms, removing the responsibility of the administrator in order to perform
m. The right to a refund of the contributions of the outgoing members
n. Details expert / s accountancy

Supporting documentation:

  • Application form for initial registration completed with data required by law Q.K.R (completed at the counter)
  • Identification documents of the society administrator
  • Specimen (signature) administrator
  • If the application is not performed by the administrator of the company, but by a person authorized by him, the applicant must submit authorization from administrator
  • Doc. identification of applicant or authorized person, Albanian citizen (electronic identification – ID cards, bio metric passports)
  • Statute and Constitutive Act of the company

INSTRUCTIONS FOR REGISTRATION TAX
How to book a name?
If you want to reserve a name for your business, NRC gives you this opportunity. Every individual has the right to reserve NRC one or more names, order entry, on his own account or that of third parties, for a fee specified.

The name reservation is valid for a period of 30 calendar days from the date of booking. Deadline for reservation of name may not be extended. If after completion of the 30-day period, the reserved name is not used in the application for registration of a business, the reservation of the name is deleted. The new reservation by the same person of the same name previously booked, after 30-day deadline is possible, but considered a new reservation and performed as such.

A reserved name may be transferred freely to third parties, within 30 days, for a fee, through the submission of the corresponding form in the service counters of NRC. Reservation of a name can be done at service counters of NRC. After submitting the application, the NRC issues a certificate for reservation of name within a day.

Name Reservation for 30 days, allows creators to prepare a company with that name’s founding documents and prevents third parties to reserve names similar or identical, or record subjects with the same name or similar names.

Day procedures and adopt a name reserved by the NRC, is to ensure compliance with the law, which prohibits reserving names identical or similar to or already booked the same or similar to the registered businesses; or the same / similar names in the form of outstanding or acronyms respective countries, cities, geographical regions, international organizations, religious institutions and local government, or with names that are contrary to public order or morality or provisions law.