Albania - Establishing an OfficeAlbania - Establishing an Office
Albanian law recognizes a variety of legal forms for businesses entities. For more information on how to register an office in Albania and obtain assistance, please visit the National Center for Business Registration.
The 2008 Law on Entrepreneurs and Commercial Companies governs the activities of companies and establishes legal structures under which companies may operate. The law aligns Albanian legislation with the EU's acquis communitaire. The legal types of business entities that can be registered with the NRC include:
Sole Entrepreneur
The Sole Entrepreneur may register to do business under his or her own name, or under a business name. Individuals interested in establishing this type of business should file an application and identity document with the NRC in the district where business is to be conducted. The application form should include identification data, address, type of business, and an exemplar of the sole proprietor’s signature.
Unlimited Partnership
All partners have unlimited and joint liability for debts of the entity. Creditors can claim against a partner for the debts of the partnership, but only if they have failed in their claims against the entire partnership. In unlimited partnerships, the partners are all considered administrators of the partnership, unless stipulated otherwise in the bylaws. Each partner represents the partnership with third parties. An unlimited partnership should issue annual financial reports. The rights, duties, and obligations of partners are governed by written bylaws, which should be filed with the National Registration Center.
Limited Partnership
A limited partnership, seldom used in practice, consists of one or more general partners with unlimited liability and one or more partners whose liability is limited to the amount of their initial capital contribution. A limited partner may not participate in the management of the partnership, even by proxy, otherwise incur unlimited liability. The articles of incorporation of the limited partnership should contain:
- The total amount or value of the contributions of all partners;
- The amount or value of the contribution made by each general or unlimited partner;
- The percentage of the participation of all general partners and of each limited partner in the partnership’s profits and in the remaining value after its dissolution.
- A declaration that all decisions shall be made in conformity with the articles of incorporation.
Limited Liability Company (Shpk)
LLCs are the most common business vehicle in Albania. LLC members enjoy limited liability and, unless specified otherwise in the bylaws, have the right to transfer shares to others by decision of three-fourths of the shareholders. Capital is divided into shares and there is no requirement for nominal value. Capital contributions may be in cash or any asset, tangible or intangible. The law does not permit contributions in services. Administrators nominated through the general assembly of the shareholders manage the limited liability company. Extraordinary decisions, increases, or decreases in the share capital, and mergers and acquisitions, must be approved by at least three-fourths of the capital shareholders. The law requires annual financial statements to be prepared by the company. The transformation of LLCs into unlimited or limited partnerships is subject to approval by three-fourths of the shareholders and upon approval of financial statements during the previous two years.
Joint Stock Company
JSC capital is divided into shares, with shareholders responsible for losses only to the extent of their capital contribution. The minimum initial capital required is 2 million lek (approx. USD 18,100) for companies with no public offering, and 10 million lek (approx. USD 90,600) for public offerings. Capital is fully subscribed when the partners bring assets to the company in cash or in kind. At subscription, at least one quarter of the nominal value of the shares representing contributions in cash must be paid. Payment of the remaining value shall be made in installments upon the decision of the management bodies of the company. Shares of contributions in-kind must be fully paid at subscription. The law does not permit contributions in services. The shares of a joint stock company may be ordinary or privileged.
Branches and Representative Offices
Under the Commercial Law, a foreign investor in Albania may operate through a branch or representative office. The branch or representative office should be registered in the National Registration Center and a legal representative should be appointed to administer the office. For tax purposes, the branch is treated in the same manner as an Albanian entity.
Joint Ventures
Joint ventures are overseen by the provisions of the Civil Code (articles 1074 -1112) and may be concluded by two or more persons, whether individuals or legal entities, foreign or national, agreeing to engage in an economic activity to share profits. There is no minimum capital requirement. Unless otherwise agreed, every partner may take part in the management of the partnership and has full power to carry out acts within the scope of the partnership. Every partner is entitled to receive a share of the profits after the accounts have been approved, unless otherwise agreed. Partners are jointly responsible for fulfilling the obligations imposed by law and the partnership agreement.