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The requirements to register a standardized company in Albania

 
 

One stop shop - the new facility abolishing barriers in business registration

Albania is moving away from a cumbersome business registration system which was often open to delays and sometimes corruption. Consultants advising the Albanian Government on the anti-corruption project, focusing mainly on the reform of business registration, the tax system and public procurement rules, have prepared a draft law which unifies the registration form and simplifies procedures. This article is a comparison of the existing and proposed systems.

Forms of company

Foreign investors can do business in Albania by setting up either a new company fully owned by a parent company or a subsidiary/branch fully owned by the parent company or a representative office, or by acquiring shares in an existing company.

Under Albanian company law a company may have one of four forms: (i) general partnership; (ii) limited partnership; (iii) limited liability; or (iv) joint stock. The first two proposed legal forms are not very practicable in Albania; this is probably because liability remains with the capital holders or the partners. A special form of limited liability company is sole proprietorship. Investors may also form a partnership to do business in Albania. This is an unincorporated type of partnership which is formed, operated and liquidated according to the Albanian Civil Code. Partnership is also used as the main legal ground for forming unincorporated joint ventures.

Registration of a company

For companies (apart from simple companies) to acquire legal personality they must register with the Commercial Register which is being held by Tirana Court. A judge is appointed to consider the registration of the new company by assessing the registration and various documents pertaining to its formation. Such documents include Articles of Association, Articles of Memoranda (also known as Articles of Foundation) and a Bank Certificate proving the payment of initial capital. Registration with the commercial register at the Tirana Court should be finalised within a legal term of eight days. However, in practice this procedure takes about two to three weeks.

The above registration exhausted, there are various other public bodies the company must register with to become operative:

  • The labour office or labour inspectorate (the process takes one to two days);
  • The city municipality where the company's registered office is located (one to two days);
  • The tax authority of the city where the activity is carried out (five days); and
  • The Chamber of Commerce of the city where the registered office is located (within one day).

Proposed new procedures for business registration

The above process of registration is rather cumbersome in its formality and also very costly. The government is therefore proposing the establishment of a "one stop shop". This registration procedure is to be taken out of the jurisdiction of the courts and placed with an administrative body that is proposed to be named the National Registration Centre (NRC). The NRC will maintain the commercial register and also the register of non-profit organizations.

This one stop shop will be what its name suggests. Rather than having to register the company at all the above-mentioned authorities, the company can register just once at the new administrative body. This new model aims at reducing procedures, reducing time through a principle of silent acceptance, and widening the concept of company object activities.

In addition, the draft law proposes several new concepts such as the applicant's right to reserve the name of the company, the right to have an inactive status, the obligation to register even partnerships, and electronic methods of recording. The NRC will be extended throughout Albania, with the establishment of local service windows operating near municipalities and communes. This is quite different from the current commercial register held by Tirana Court for all businesses operating in Albania, regardless of where their registered office is located.

In addition to the existing forms of registrable companies, simple companies (partnerships) will also be subject to registration. (This is a brand new concept in the Albanian legal framework - simple companies have been treated as companies without legal personality that reflect purely contractual obligations and relations, and therefore need not be registered.) Subjects seeking to establish as companies must register with the NRC within 15 days of their decision to do so, or in the case of further filings within 30 days of the moment the act for amending their status was signed. This provision fills a legal gap, however, this time period seems to be very short and onerous.

Under the proposed system, the accuracy of the data/documents submitted with the application for registration of the company will not be scrutinized. This means that applications for registration of companies and other subsequent filings (e.g. change of company name) may be realized freely, regardless of the accuracy of data/documents, and only the interested party may raise a claim against them once the filings are published. Presently the role of the judge in considering the applications for registrations often causes delays due to the considerations (sometimes subject to manipulation) he/she gives to the applications. This new procedure of not having to discuss or consider the merits of the cases will allow for easier registration and for further filings. However, it could also result in an increase in litigation and court cases as a result of invalidities of the acts already filed. The draft law purports to impose administrative sanctions on the subject applying for the registration or further filings, if information and data relating to documents are proven to be inaccurate.

The commercial register will be held electronically, which is also a new regulation. But applications together with the enclosed documents will be archived in written form as well. The system of registration, treatment and processing of the information notified and filed with the register will be carried out through a computerized system. This too is a new practice put forth in the draft law.

The draft law is expected to provide detailed stipulation for the use of company names, forbidding the use of identical or similar names or those deemed contrary to public order and morals. It is also introduces a new concept of reserving the name of the company. Accordingly any person will be entitled to reserve at the commercial register, on his behalf or for a third party, one or more names for the purposes of registration.

Further, the draft law proposes simultaneous registration with the tax authorities, the social security and health insurance scheme and the labour inspectorate. For purposes of the initial registration, and issuance of the registration certificate, applicants also declare mandatory data according to the tax, social security and health insurance legal provisions. Applicants are given an identification number, namely the Subject Unique Identification Number, which identifies the applicant for registration with the commercial register, the local and national tax authorities, the social security and health insurance schemes, the labour inspectorate and any other statistical or identification matter.

The proposed model will allow for a much easier and more appealing procedure for the establishment of companies in Albania for foreign investors in particular, especially when the proposal for permitting electronic signatures for applications is accepted. Time will only tell now if the Albanian administrative system has the capacity to sustain these changes.

Source: http://www.iflr1000.com


Business Registration in Albania


New businesses in Albania can now legally register within 24 hours, avoiding long bureaucratic procedures that used to take up to 47 days and fostered bribery and corruption.

One of the most important initiatives undertaken by the Ministry of Economy, Trade and Energy (METE) is the reform in business registration procedures. This reform has reduced in one single day the time of registration required for the new businesses and will combine in one single procedure all registration steps - including registration for tax purposes.

On May 03, 2007, a new law (no. 9723) to reform business registration was put into force by Parliament. It establishes the National Registration Centre (NRC. This is a new public institution at the central level.

This law, together with the establishment of the NRC, is an initiative of the Albanian Government and METE under the support of the Millennium Challenge Albania Threshold Agreement, administered by USAID. The National Registration Centre became operational on September 3, 2007.

The National Registration Center began operating later in 2007. The main features of the NRC and the new business registration procedures are:

1. A one-stop-shop solution for business registration.
2. Electronic business registration.
3. Electronic Commercial Registry
4. Registration services accessible throughout Albania.
5. Meets international standards for business registration

Find out more about The National Centre of Registration at:


The requirements to register a standardized company in albania




Procedure
Time to complete:
Cost to complete:

Search for a unique company name

1 day

no charge

Deposit the initial capital in a bank and obtain a bank statement

1 day

no charge

Notarize the incorporation documents

1 day

Lek 10500


File the documents with the Office for the Registration of Companies in the district court of Tirana and obtain a registration number

18 days

Lek 1500


Register for taxes and obtain the VAT number and fiscal certificate

10 days

no charge


Register the company with Labor Inspectorate Office

1 day

no charge


Register for the membership with the Chamber of Commerce and Industry

1 day

Lek 20000


Pay the local fees and tariffs and obtain a final statement on the payment of local fees and tariffs to the office of Alba Post SHA

1 day

Lek 38500


Register with the Public Institute of Social Security for social security and health insurance

1 day

no charge

Make a company seal

1 day

Lek (3,000 - 5,000)



Procedure 1. Search for a unique company name


Time to complete: 1 day

Cost to complete: no charge

Article 10 of Law No. 7632 of 1992, “On the First Part of the Commercial Code,” states that “It is forbidden to register in the same register trade names or company names (including branches) that may cause confusion with names previously registered in the same register, provided that a distinctive character is not added.”


Procedure 2. Deposit the initial capital in a bank and obtain a bank statement


Time to complete: 1 day

Cost to complete: no charge

Comment: Initial capital may also be deposited before a notary public. A fee of ALL 4,000 (about USD 38) applies.

 

Procedure 3. Notarize the incorporation documents


Time to complete: 1 day

Cost to complete: Lek 10500

Comment: Fees to notarize the incorporation documents include - Articles of incorporation: ALL 2,500. - Statute: ALL 2,500. - Request (to court) for company registration: ALL 2,500. - Eventual special proxy to an attorney: ALL 3,000. The legal fees for drafting the statute and the articles of incorporation vary greatly (from USD 100 to over USD 1,000), depending on the quality of legal services. The above-mentioned professional fees are charged mostly in Euros.

 

Procedure 4. File the documents with the Office for the Registration of Companies in the district court of Tirana and obtain a registration number


Time to complete: 18 days

Cost to complete: Lek 1500

Comment: Article 24 of Law No. 9536 (dated May 15, 2006), amending Law No. 7667 (dated January 28, 1993), “On Formalities and Procedures for the Registration With the Commercial Register,” states “The judge must resolve on the registration within 8 days from the date of the request. If it is evidenced, during the evaluation of the request, that its documentation and content is not correct, after notifying the applicant, the court resolves issues that must be corrected, fixing a timeframe for such correction. In practice, however, it takes 10 to 15 business days to register with the District Court of Tirana.” Attached to the request and deposited in the register’s appendix are the following documents: articles of incorporation, constitution act (signed in the presence of a notary public), the act for appointment of administrators, documents reflecting capital disbursement, and so forth. Registration fees are paid directly to the Commercial Registry. According to Article 41 of Law No. 9751 on the registration of limited liability companies, it is no longer required to prove the initial capital was deposited. If the capital has not been deposited, the National Registration Center states this fact in the registration documents.


Procedure 5. Register for taxes and obtain the VAT number and fiscal certificate


Time to complete: 10 days

Cost to complete: no charge

Comment: Law No. 9585 (dated July 17, 2006) amends Law No. 8560 (dated December 22, 1999) on tax procedures so that the tax authority issues the VAT number certificate and the fiscal certificate within five days following application. In practice, it still takes the District Tax Office about 10 days to issue a certificate. The required documents are a copy of (a) the court decision on the company registration; (b) the articles of incorporation; (c) the statutes; (d) the lease agreement, for the premises at the company’s registered address; (e) the declaration of the forecasted company turnover for the current year; (f) the company director’s passport; and (g) two photos of the company director.

 

Procedure 6. Register the company with Labor Inspectorate Office


Time to complete: 1 day
Cost to complete: no charge

 

Procedure 7. Register for the membership with the Chamber of Commerce and Industry


Time to complete: 1 day

Cost to complete: Lek 20000

Comment: On the basis of the Law No. 7804 (dated October 3, 1994), “On the Chambers of Commerce and Industry,” chamber membership is compulsory for tradesmen, commercial companies, and state enterprises. The annual membership fee is ALL 20,000.


Procedure 8. Pay the local fees and tariffs and obtain a final statement on the payment of local fees and tariffs to the office of Alba Post SHA


Time to complete: 1 day

Cost to complete: Lek 38500

Comment: Local fees and tariffs include: - National tax on company’s registration, paid once, that is, upon initial registration with the tax authorities: ALL 12,000 - Environmental tax, depending on activity type exercised and environmental impact: ALL 6,000 (commercial activity) – 80,000 (production activity) a year. - Green tax: ALL 5,000. - Billboard fee: ALL 1,500 (in Albanian) – ALL 3,000 (in foreign language) a year. - Property tax (assuming 100 sq. m in space), applied to any company-owned immovable property: ALL 200 per sq. m. a year. Alba Post SHA is a state-owned mailing services company. Companies may pay local fees and taxes by Alba Post or commercial bank. They must obtain proof of payment evidence.


Procedure 9. Register with the Public Institute of Social Security for social security and health insurance


Time to complete: 1 day


Cost to complete: no charge

Comment: The calculation and collection of social security contributions, to be borne by both the employer and the employee, are no longer handled by the district branch of the Social Securities Institute. Instead, they are handled by the District Tax Office, the latter acting as the former agent. The contribution to the social security scheme is 41.9%, with the employer contributing 30.7% and the employee 11.2%. These contributions cover disability, pension, health insurance, unemployment, worker compensation, and pregnancy and post-partum leave.

 

Procedure 10. Make a company seal


Time to complete: 1 day

Cost to complete: Lek (3,000 - 5,000)




Source: http://www.doingbusiness.org/



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