Setting up a company in Albania

Establishing and registering a company at the Albanian National Business Center (hereinafter: NBC) is the first and most important step if you have decided to start a business in the Republic of Albania. The procedure of registration at NBC is quick, low cost, and efficient as under normal circumstances it can be done in 1-2 working days.

NBC functions as a one-stop center where the entrepreneur can complete company registration, tax registration, social and health insurance, and labor inspectorate registration using a single application procedure. The registration can be done at the NBC office or online via e-Albania (launched in 2015) both in person and through a legal representative. The registration is free of charge.

A business is considered officially registered after the registration with National Registration Center has been completed and the registration certificate has been issued. 

After the registration with NBC, all the information about the new company is available to the State Labor Inspectorate immediately through the online portal (Law Nr. 9723 of 03/05/2007) and the company can start with the registration of its employees separately with the Tax Office.

The rules for the registration of a commercial company apply to both and foreign nationals.

Foreign nationals are entitled to take up economic activities in Albania as self-employed persons and to set up undertakings, in particular companies, which they effectively control. Foreign companies can also do business in Albania by setting up subsidiaries and branches. Laws that govern trade and commerce in Albania are the Law on Entrepreneurs and Commercial Companies (which provides a comprehensive code of company law) and the Civil Code. Under Albanian law, foreign persons can use the following forms of commercial business organization:

• Sole trader
• General partnership
• Limited liability partnership
• Limited liability company
• Joint-stock company

 

Nevertheless, the most common company types are the limited liability company and joint-stock company that may be formed even from one person only.

The limited liability company (LLC) requires only one director and one shareholder of any nationality. None of them are required to travel or reside in Albania for the business set up to be completed. The minimum paid-up capital required is €1 (ALL100). After the company set up, all locally incorporated companies must submit financial statements to the Albanian commercial registry. Such statements must only be audited if two of the three following thresholds are exceeded: 1) annual sales of US$230,000 2) total assets over US$330,000 and 3) over thirty employees.

The joint-stock company is commonly used by investors who would like to trade shares on regulated commercial markets. The minimum paid-up share capital required to complete the incorporation process is 1) €75 (ALL10,000) if the company shares are to be offered to the general public or 2) €30 if otherwise. Such an entity is formed by at least one shareholder and one director and must audit financial statements every year.

In cases where a company wishes to open a business branch or division or wishes to start a collaboration with an Albanian-based company or organization then a Memorandum of Association or Attestation legalized from the Albanian Embassy or Consulate in Belgium.

However, Belgium and Albania have an agreement towards the legalization of documents and this procedure can be done at the Ministry of Foreign Affairs in Belgium by scheduling an appointment that lasts max 10-20 min depending on the number of documents.

The main purpose of the Memorandum of Association Attestation is to handle financial matters through elected director(s) abroad along with other requested documents.

Nevertheless, when founding a company, and before submitting the registration application, it is necessary to choose the company’s business name.

Business Name

After finding the preferred company name, it is possible to make a request for the name reservation certificate within 1 day after filling the application (given by the agency). A name reservation is valid for a period of 30 days which cannot be extended.

Furthermore, in case you want to register and protect your name and trademark, it is important to register it with the office of the General Directorate of Industrial Property.

In this regard, the Albanian legislation provides for the registration of trademarks at two levels:

 

1- National registration:

2- International registration.

 

In both cases, the registration is done at the same office in the General Directorate of Industrial Property or through the online portal (e-Albania).

Registration Requirements

The standard requirements to register a company in Albania are the following:

1. Company name
2. Brief Description of business activities
3. Registered office address in Albania
4. Shareholder(s) particulars and percentage
5. Director(s) particulars
6. Minimum paid-up share capital of ALL 100 or more
7. Memorandum and Articles of Association

 

Registration Application

The NBC within 24 hours from the registration of the company notifies the Municipality Bureau of Internal Revenue and Tax Authorities. 

After the business has obtained the registration certificate from NBC, the Municipality Bureau of Internal Revenue will request additional documents to assess the list and amount of local fees and taxes that are due by the new company.

In order to finalize the registration with the Municipality Bureau of Internal Revenue, it is advised that the following documents are submitted in person or through the legal representative:

1) The Application form;

2) The Registration Certificate from the NBC;

3) the Statute and the By-Laws of the Company

4) Rent agreement or proprietorship certificate of the Headquarters of the Company.

Purchase pre-printed invoices from Tax Authority

According to the Fiscal Procedure Law, a newly established company must purchase pre-printed invoices from tax authorities. The company may not use invoices other than the pre-printed ones. Following company registration, the company founders or representatives request to purchasing a batch of pre-printed invoices, with company numbers on them, at the price of €3 (360 ALL) for each batch (50 copies). 

 

In addition to the above, Albania has implemented a liberal foreign investment regime in order to increase foreign direct investments through special incentives as “The New Strategic Investments Law”, or “The 1 Euro Contract”.

As well, offers low to free taxes for strategic investments, large investments, and regional investments. 

Furthermore, for “Free Economic Zones” Albania has created a competitive environment for areas of technological and economic development to be developed by serious investors.

Finally, Albania has free access to large markets as has signed several free trade agreements (MTLs) with major markets as the European Union, Turkey, CEFTA, and EFTA which provide free customs access to most consumers large mage market.

 

For more detailed information on the initiatives mentioned above, we invite you to read our next post about investing in Albania.

 

For more information on the above or on our services on Albania please consult Legal Counsel Albania, Semanta Hoti on s.hoti@a-law.eu or fill in our online contact form.