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Incorporation in
Albania of a limited liability company (Sh.p.k.)
with reference to
Your request as to the incorporation of a new company on Albania (NewCo) or
the establishment of a Branch of a foreign company in Albania, please find
herewith a detailed indication of the documentation required and the
procedures to be followed in order to incorporate a legal entity in the form
of a limited liability company (“Sh.p.k.”) in Albania.
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Incorporation of a legal
entity in the form of limited liability company
A.1.
Registration with the Commercial Registry
The first step in
establishing the new limited liability company (hereinafter the “NewCo”) is
the registration with the Commercial Registry in the First Instance Court of
Tirana. Such procedure includes submission of the following documents:
1. Notarized
Request to the Court for the registration of the NewCo signed by the
Director/s of the NewCo or from any other person empowered by him/them
through a Power of Attorney.
This document
shall be drafted by ZIG Consulting Firm and notarized in Albania.
2. Drafting
and signing from the founding member/s of the “Act of Incorporation” of the
NewCo.
This document
shall be drafted by TBI Law Firm and should be notarized in Albania by the
founding member/s.
3. Drafting
and signing from the founding member/s of the “Articles of Association” of
the NewCo.
This document
shall be drafted by ZIG Consulting Firm and should be notarized in Albania
by the founding member/s.
4. Certificate
issued by an Albanian local bank or an Albanian Notary Public attesting the
subscription and payment of the share capital of the NewCo, which, according
to current Albanian legislation, cannot be less than Lek 100.000 (equivalent
to approximately Euro 850).
The payment
should be made by the founding member/s in an Albanian bank or Notary
Public. ZIG Consulting Firm shall assist in this transaction.
In case of a
legal entity participating as founding member in the NewCo, a notarized and
legalized copy of the resolution of the competent body of such legal entity
(founding member) authorizing the participation in the establishment of the
NewCo, designating the person/s in charge of signing all necessary
incorporation acts of the NewCo.
The Resolution of
the legal entity participating as founding member in the NewCo should be
notarized, legalized (in case of a foreign legal entity) and
translated into English: after that, ZIG Consulting Firm will provide with
translation into Albanian. ZIG Consulting Firm could also make (directly in
English) a draft of such resolution.
6. In case of
a legal entity participating as founding member in the NewCo, a notarized
and legalized copy
(in case of a
foreign legal entity) of its Articles of Incorporation and Articles
of Association.
The Articles of
Incorporation and Articles of Association of the legal entity participating
as founding member in the NewCo should be notarized, legalized (in case
of a foreign legal entity) and translated into English: after that, ZIG
Consulting Firm will provide with translation into Albanian.
7. In case of
a legal entity participating as founding member in the NewCo, a recent
original certificate/extract of Good Standing from the Commercial
Office/Register of the country where the such legal entity carries out the
business activity, stating its existence, registration, non-insolvency
status, bodies and their respective powers.
The
certificate/extract of the legal entity participating as founding member in
the NewCo should be notarized, legalized (in case of a foreign legal
entity) and translated into English: after that, ZIG Consulting Firm
will provide with translation into Albanian.
8. Power of
Attorney issued by the Director/s of the NewCo to a local representative (a
member of our law firm) for the purpose of signing and/or submitting all
documents required by Albanian authorities (court, tax, labor, social
insurance office, etc).
This proxy is
issued by the designated director/s of the NewCo, which shall be drafted by
ZIG Consulting Firm and notarized in Albania.
9. Copy of the
passport of the director/s of the NewCo + 2 passport photos of the
director/s 37mm x 37mm.
10. Notarised
Lease Agreement of the registered office of the NewCo.
Please note that
the documents regarding the legal entity acting as founding member under
above item 5 and 6 shall be either in original or in notarized true copy,
and legalized whilst the signatures in the document under above item 5
should be duly certified by a Notary Public. From the other hand, the
document under above item 7 should be in original and legalized.
In order to start
the procedure as per above, we will need to receive from the interested
parties the following informations:
a) denomination
of the NewCo;
b) object of the
NewCo;
c) duration of
the NewCo;
d) identity of
the founding shareholders (physical or juridical entities);
e) registered
office of the NewCo;
f) system of
administration.
The procedure for
the registration of the limited liability company with the Commercial
Registry will take approximately 3-4 weeks from the filing of the court
request and relevant supporting documentation.
Following the
registration in the court the Newco should be registered with other Albanian
authorities such as Labor Office, Social Securities Office, Chamber of
Commerce and Industry and national and local tax offices. The registration
with these authorities will take approximately 2 weeks. More in details:
A.2
Registration with the District Labor Inspectorate
Once obtaining
the registration court decision, the NewCo should be registered with the
respective District Labor Inspectorate. Such procedure includes the
submission of the following documents:
1. A notarized
copy of the decision of the First Instance Court of Tirana on the
registration of the NewCo; and
2. A declaration
on the person/s employed or to be employed by the NewCo.
The procedure for
the registration of the NewCo with the District Labor Inspectorate is
completed within 2 days from the submission of the above documents.
A.3
Registration with the Social Insurance Institute
Further, the
NewCo should be registered with the respective branch of the Social
Insurance Institute. Such procedure includes the submission of the following
documents:
1. A written
request by the director/s on the registration of the NewCo with the
respective branch;
2. A notarized
copy of the decision of the First Instance Court of Tirana on the
registration of the NewCo;
3. A copy of the
passport of the director/s of the NewCo; and
4. The
Registration Certificate issued from the respective branch of District Labor
Inspectorate.
The procedure for
the registration of the NewCo with the respective branch of the Social
Insurance Institute lasts for a period of approximately 2 days from the
submission of the above documents.
A.4
Registration with the Chamber of Commerce and Industry
The NewCo should
be registered with the respective Chamber of Commerce and Industry. Such
procedure includes the submission of the following documents:
1. A written
request by the director/s on the registration of the NewCo with the
respective branch;
2. A notarized
copy of the decision of the First Instance of Tirana on the registration of
the NewCo;
3. 2 passport
photos of the director/s 37mm x 37mm; and
4. An annual fee
(from Lekë 20.000 – 35.000 equivalent to Euro 160 - 280).
The procedure for
the registration of the NewCo with the respective Chamber of Commerce and
Industry is completed within the same day of submission of the above
documents. At the end, an annual Registration Certificate is issued to the
applicant.
A.5
Registration with the tax offices
According to the
Albanian fiscal legislation two kind of taxes should be paid by the
taxpayers: (a) national taxes and (b) local taxes. In addition, the NewCo
should be registered both to the local tax office (Municipality office) and
District Tax Office.
When registering
to the local tax office, the NewCo should pay the following taxes:
▪ Registration
tax – 20.000 Lekë (equivalent to Euro 160) [once forever];
▪ Cleaning tax –
6.000 – 80.000 Lekë (equivalent to Euro 48 - 640) [annually];
▪ Table tax –
1.500 -3.000 Lekë (equivalent to Euro 12-24) [annually]; and
▪ Property tax –
variable - Lekë/m2,
applied to any immovable property owned by the NewCo – if any – (annually).
After the payment
of local taxes, the local authority issues a general statement attesting the
payment of all local taxes.
The next step is
the final registration with the Great Business Department of the respective
District Tax Branch. Such procedure includes the submission of the following
documents:
1. A written
request by the director/s on the registration of the NewCo with the
respective branch;
2. A notarized
copy of the registration decision of the District Court of Tirana on the
registration of the NewCo;
3. A notarized
copy of the Act of Incorporation of the NewCo;
4. A notarized
copy of the Articles of Association of the NewCo;
5. A copy of the
agreement stipulated with the respective branch of the Social Insurance
Institute;
The general
statement attesting the payment of all taxes with the municipality’s tax
office;
7. A notarized
copy of the Registration Certificate issued by the respective Chamber of
Commerce and Industry;
8. Labor/Service
Agreement stipulated between the NewCo and its accountant;
9. Declaration of
the profit to be generated from the NewCo for the current fiscal year; and
10. 2 passport
photos of the director/s 37mm x 37mm. The procedure for the registration of
the NewCo with the respective District Tax Branch lasts for a period of
approximately 7 days from the filing of the request and documentation in the
above branch. At the end, NIPT (Identification Number of the Taxable Person)
and the Fiscal Certificate are issued to the applicant.
A. 6
Opening of the NewCo’s bank account
The next step to
be undertaken by the NewCo is the opening of a current account in a bank
within the territory of the Republic of Albania. Such procedure includes the
submission of the following documents:
1. A written
request by the director/s on the opening of the current account;
2. A notarized
copy of the Act of Incorporation, Articles of Association and registration
decision of the First instance Court of Tirana on the registration of the
NewCo;
3. A notarized
copy of the NIPT (Identification Number of the Taxable Person);
4. A notarized
copy of the Fiscal Certificate; and
5. A notarized
copy of the Registration Certificate issued by the respective Chamber of
Commerce and Industry.
The opening of
the current account is completed within the same day of submission of the
above documents.
* * * * *
The total notary
and administrative costs for the establishment and registration of the NewCo
with the Commercial Registry will be approximately 20.000 Leke (equivalent
to Euro 150 - 160), while the translation fee for the documents under 5, 6
and 7 of the section denominated “Registration with the Commercial
Registry” shall be of 10 Euro/page.
Our fees
applicable , both in case of incorporation of NewCo or the Establishment of
a Branch will be Euro 2,500 not including any notary and/or administrative
fee and/or tax applied by the Albanian authorities and/or legislation for
the incorporation and registration of the NewCo. Finally, in order to start
the procedure, we will need a Euro 1.200 advance payment in order to cover
our expenses. Payment instructions will be provided to you upon acceptance
of our fees as per above.We hope that the above will give you a precise
indication of the steps to be taken in case of incorporation of a limited
liability company in Albania, and remain at your complete disposal should
you require any further clarification on the matter.
in pdf
PRICE & TERMS
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