A Pr actical Guide
on Doing Business in Albania
1
Table of Contents
Registration of a Branch Office
5
General overview
Documents to be filed Terms, legalization process and official fees
Other registrations and declarations
6
7
8
9
Registration of a Limited Liability Company
11
General overview
Documents to be filed – applicable to both foreign
legal entity and individuals as future shareholders
Additional documents to be filed – applicable only
if the future shareholder is a foreign legal entity
Additional documents to be filed – applicable only
if the future shareholders are individuals
Terms, legalization process and official fees
Other registrations and declarations
12
13
14
15
16
17
Registration of a Tax Representative
19
General overview
Documents to be filed
Terms, legalization process and official fees
Other registrations and declarations
20
21
22
23
Work and Residence Permits
25
How to obtain work permit How to obtain residence permit Notes for both procedures (work and residence
permit)
26
29
31
1
Boga & Associates Services at a Glance!
Boga & Associates, established in 1994, has emerged as one of the premier law
firms in Albania, earning a reputation for providing the highest quality of legal, tax
and accounting services to its clients. Boga & Associates also operates in Kosovo
(Pristina) offering full range of services. Until 1st of May 2007, the firm was a
member firm of KPMG International and the Senior Partner/Managing Partner, Mr.
Genc Boga was also Managing Partner of KPMG Albania.
Our firm’s particularity is linked to the multidisciplinary services it provides to
its clients. Apart of the wide consolidated legal practice, the firm offers also a
significant expertise in tax and accounting services with a keen sensitivity to the
rapid changes in the Albanian and Kosovar business environment.
Boga & Associates is recognized as a top tier firm by the most prestigious ranking
companies in Corporate/Commercial, Dispute Resolution, Intellectual Property,
Real Estate by Chambers and Partner (2012), Financial and Corporate Law as well
as Mergers and Acquisition by IFLR (2012). The firm is praised by clients and peers
as a “law firm with high-calibre expertise” and is distinguished “among the elite in
Albania” and as “accessible, responsive and wise”.
Areas of practice
LEGAL: Commercial, Corporate, Mergers and Acquisitions, Banking and Finance,
Competition, Employment, Construction, Telecommunication, Oil and Energy,
Procurement, Environment, Real Estate, IP, Litigation, etc.
TAX: Tax Advice, Compliance, Audit, Litigation.
ACCOUNTING: Accounting, Bookkeeping and Payroll.
Languages spoken: Albanian, English, French, Italian, Greek, German.
Offices:
Albania
Deshmoret e 4 Shkurtit str.
P.O. Box 8264
Tirana, Albania
Telephone: +355 4 2251050 / +355 4 2251022
Fax: +355 4 225 1055
Kosovo
Nena Tereze str.
Entry 30, No. 5
Pristina, Kosovo
Telephone: +381 38 223 152
Fax: +381 38 223 153
boga@bogalaw.com | www.bogalaw.com
3
Registration of a Branch Office
General overview
Documents to be filed
Terms, legalization process and official fees
Other registrations and declarations
5
General overview
A foreign company may organize its business in Albania through establishment of
a branch.
Considering that the parent company and the branch have the same legal
personality, there are no capital requirements (the parent company may allocate
to the branch the funds considered opportune and appropriate for the branch to
conduct its activity in Albania).
The branch is managed by one or more managers, foreigners or Albanian.
Registration with the Albanian Commercial Register kept by the National Registration
Center (“NRC”) implies also registration for tax purposes.
Upon completion of the procedures of registration, the NRC issues to the branch
the business number (which is also used as tax identification number) and the
certificate of registration.
6
Registration of a Branch Office
Documents to be filed
Documents to be filed with Albanian Commercial Register
1.Application form
2. Resolution of decision making body of parent company on establishment of the
branch (notarized)
3.Articles of Incorporation and/or Bylaws of the parent company
4.Extract of the Chamber of Commerce of the country where the parent
company is registered
5.Good standing Certificate issued by the relevant authority in the
country where the parent company is registered
6.Copy of branch manager (s) passport/ID card and simple
photocopy of parent company’s head officer
7. Latest financial statements of parent company (if it
has conducted its activity for more than 1 year) and
audit report
8.Power of attorney issued by the branch
manager (s) for performing registration
process (notarized)
7
Terms, legalization process and official fees
The application form along with the above documents must be filed within 15
days from the establishment of the branch (i.e. from the date of signature of the
resolution on establishment); otherwise, a penalty in the amount of Leke 15,000
(approx. EUR 110) applies.
All the documents presented for registration purposes/filing with Albanian public
authorities (including the NRC), in foreign language and executed abroad or issued
by foreign public authorities should be in original or certified true copies (only one
original or certified copy is needed). They should be legalized (with apostille, if
applicable, by the competent authorities in accordance with the Hague Convention
dated 5 October 1961). Such documents must be then translated into Albanian
language and such translation must be notarized (certified) by a notary public.
Under the National Registration Center legislation, the certificate of registration of
a new business must be issued by NRC within one day from the application date if
the presented file is accurate and complete. However, in practice, the registration
with the NRC takes approximately 2-3 days.
The official fees for establishment and registration of the branch with the NRC
consist of the following:
8
Registration with the NRC: Leke 200 (approx. EUR 2)
Notary Public fees (approx.):
Leke 8,000 (approx. EUR 55) + VAT (at 20%)
Registration of a Branch Office
Other registrations and declarations
Registration with NRC
Declaration to tax authorities of annual turnover foreseen for the year
Municipal Local Taxes Directorate
Documents to be filed (as copies)
Passport/ID card of the manager of the branch
NRC extract and certificate of registration
Lease contract for the premises where the
legal seat located
9
Registration of a Limited Liability Company
General overview
Documents to be filed – applicable to both foreign legal entity and
individuals as future shareholders
Additional documents to be filed – applicable only if the future shareholder
is a foreign legal entity
Additional documents to be filed – applicable only if the future
shareholders are individuals
Terms, legalization process and official fees
Other registrations and declarations
11
General overview
The limited liability company is the most common and preferred legal form for
conducting business in Albania. It has the following features:
minimum share capital is Leke 100 (approximately EUR 1);
no limitation on the number of shareholders, either individuals or legal entities,
foreigners or Albanian;
it may be managed by one or more individuals, either foreigners or Albanian.
Registration with the Albanian Commercial Register kept by the National Registration
Center (“NRC”) implies also registration for tax purposes.
Upon completion of the procedures of registration, the NRC issues to the new
company the business number (which is also used as tax identification number) and
the certificate of registration.
12
Registration of a Limited Liability Company
Documents to be filed – applicable to both
foreign legal entity and individuals as future
shareholders
Applicable to both foreign legal entity and individuals
Application form
Articles of Incorporation and/or Bylaws of the new company
Copy of the passport/ID card of the administrator (s) of the new
company
Power of attorney for performing registration process
To be notarized by a Notary Public
13
Additional documents to be filed – applicable
only if the future shareholder is a foreign
legal entity
Sole shareholder Foreign Legal Entity
Resolution of decision making body on establishment of new company (notarized)
Articles of Incorporation and Bylaws of Sole shareholder and amendments
Extract of the Chamber of Commerce of the country where the Sole
shareholder is located
Good standing Certificate issued by the relevant authority in the
country where the Sole shareholder is located
Issued no before than 90 days from application
date
14
Registration of a Limited Liability Company
Additional documents to be filed – applicable only
if the future shareholders are individuals
Individuals as shareholders
Notarized copy of identification card or passport
15
Terms, legalization process and official fees
The application form along with the above documents must be filed within 15 days
from the establishment of the new company (i.e. from the date of signature of
Articles of Incorporation and/or Bylaws); otherwise, a penalty in the amount of Leke
15,000 (approx. EUR 110) applies.
All the documents presented for registration purposes/filing with Albanian public
authorities (including the NRC), in foreign language and executed abroad or issued
by foreign public authorities should be in original or certified true copies (only one
original or certified copy is needed). They should be legalized (with apostille, if
applicable, by the competent authorities in accordance with the Hague Convention
dated 5 October 1961). Such documents must be then translated into Albanian
language and such translation must be notarized (certified) by a notary public.
Under the National Registration Center legislation, the certificate of registration of
a new business must be issued by NRC within one day from the application date if
the presented file is accurate and complete. However, in practice, the registration
with the NRC takes approximately 2-3 days.
The official fees for establishment and registration of the new company with the
NRC consist of the following:
16
Registration with the NRC: Leke 200 (approx. EUR 2)
Notary Public fees (approx.):
Leke 8,000 (approx. EUR 55) + VAT (at 20%)
Registration of a Limited Liability Company
Other registrations and declarations
Registration with NRC
Declaration to the tax authorities the annual turnover foreseen for the year
Municipal Local Taxes Directorate
Documents to be filed (as copies)
Passport/ID card of the administrator of the new company
NRC extract and certificate of registration
Bylaws of the new company
Lease contract for the premises where the
legal seat is located
17
Registration of a Tax Representative
General overview
Documents to be filed
Terms, legalization process and official fees
Other registrations and declarations
19
General overview
If a foreign entity does not have a permanent establishment in Albania, but is liable
for VAT, it may appoint a tax representative for VAT purposes.
The tax representative may be an individual or a legal entity.
The tax representative must be registered with the Albanian Commercial Register
kept by the National Registration Center (“NRC”). Registration with the Albanian
Commercial Register implies also registration for tax purposes.
Upon completion of the procedures of registration, the NRC issues to the tax
representative the business number (which is also used as tax identification
number) and the certificate of registration.
20
Registration of a Tax Representative
Documents to be filed
Documents to be filed with Albanian Commercial Register
1.Application form
2. Representation act i.e. power of attorney or agreement between the foreign entity
and tax representative (notarized)
3.Articles of Incorporation and/or Bylaws of the foreign entity
4.Extract of the Chamber of Commerce of the country where the
foreign entity is located
5.Good standing certificate issued by the relevant authority in the
country where the parent company is located
6.Notarized copy of identification card of the tax
representative (if the latest is a natural person)
7.Notarized decision of competent body of the tax
representative (if the latest is a legal entity)
8.Power of attorney issued by the tax
representative for performing registration
process (notarized)
21
Terms, legalization process and official fees
The application form along with the above documents must be filed within 15 days
from the appointment of the tax representative; otherwise, a penalty in the amount
of Leke 15,000 (approx. EUR 110) applies.
All the documents presented for registration purposes/filing with Albanian public
authorities (including the NRC), in foreign language and executed abroad or issued
by foreign public authorities should be in original or certified true copies (only one
original or certified copy is needed). They should be legalized (with apostille) by the
competent authorities in accordance with the Hague Convention dated 5 October
1961. Such documents must be then translated into Albanian language and such
translation must be notarized (certified) by a notary public.
Under the National Registration Center legislation, the certificate of registration of
a new business must be issued by NRC within one day from the application date if
the presented file is accurate and complete. However, in practice, the registration
with the NRC takes approximately 2-3 days.
The official fees for establishment and registration of the tax representative with
the NRC consist of the following:
22
Registration with the NRC: Leke 200 (approx. EUR 2)
Notary Public fees (approx.):
Leke 8,000 (approx. EUR 55) + VAT (at 20%)
Registration of a Tax Representative
Other registrations and declarations
Registration with NRC
Declaration to tax authorities of annual turnover foreseen for the year
Municipal Local Taxes Directorate
Documents to be filed (as copies)
Passport of the tax representative
NRC extract and certificate of registration of the tax
representative
Lease contract of premises where tax
representative is located
23
Work and Residence Permits
How to obtain work permit
How to obtain residence permit
Notes for both procedures (work and residence permit)
25
How to obtain work permit
Foreigners seeking to work in Albania should obtain a work permit. However, the
foreign individuals falling into the following categories may be exempted from the
obligation to obtain the work permit (once they have applied for exemption status):
(i)
counselors or advisors of governmental institutions;
(ii) members of technical assistance missions of international organizations
attached to governmental institutions;
(iii)
representatives of the international organizations having diplomatic status;
(iv) foreigners who in accordance with the international law enjoy diplomatic
privileges and immunities;
(v) staff of international transportation companies, staying no longer than three
months in the Albanian territory;
(vi) foreign members of the military forces or civil units of a NATO member;
(vii) persons holding more than one citizenship, one of which is the Albanian
citizenship;
(viii) representatives of mass media, correspondents or reporters, accredited in
the Republic of Albania, who work for foreign employers;
(ix) 26
foreigners who negotiate an agreement or participate in a trade exposition
for a duration up to one month;
Work and Residence Permits
(x) foreigners, who within one month, undertake installation of machineries or
constructions which are delivered by a foreign company, and are also in
charge with its maintenance and training of the local staff;
(xi) representatives of non for-profit governmental organizations who are not
remunerated for their work;
(xii) representatives of religious or humanitarian institutions registered with the
Albanian competent authorities who are not remunerated for their work;
(xiii) crew of ships or aircrafts with a temporary staying up to three months in the
Republic of Albania;
(xiv) business visitors who stay less than one month in the Republic of Albania;
(xv) lecturers, researchers who come in the Republic of Albania pursuant to
bilateral agreements or educational institutions agreements.
27
The documents required to be filed for obtaining the work permit are the following:
1.
Personal request with the foreigner’s data as per the standard application form
filled in and signed by the foreign citizen;
2.
An extract of registration of the employer issued by the National Registration
Center;
3.
Individual employment contract;
4.
Copy of the passport of the foreign citizen;
5.
Five (5) photos.
The above documents might slightly vary depending from the type of the work
permit requested.
The application file should be submitted with the Directorate of Migration Policies.
The said Directorate must notify its decision on issuance or exemption from
the work permit within 10 working days from the date of the submission of the
documentation; anyhow, in practice the work permit is issued within one month
period.
The official fee to be paid for the work permit is Leke 6,000 (approx. EUR 45). 28
Work and Residence Permits
How to obtain residence permit
Foreigners entering the Republic of Albania without a visa may stay within the
Albanian territory up to 90 days for a period of 180 days from the date of their
entrance into the Albanian territory. In case the said term is exceeded the residency
permit is required.
In order to obtain the residence permit the application must be filed 30 days prior
the expiring of the staying term (within 60 days from the first entry for foreigners
entering the country without visa).
The following documents must be submitted at the Local Police Station, where the
foreigner resides:
1.
Application form for the residence permit to be filled in and signed by the
applicant;
2.
Passport of the applicant as well copy of the pages bearing official notes and
the last entry into Albania. The passport should be valid for at least 3 months
after the expiry of the residence permit term;
3.
Legalized criminal record certificate of the applicant obtained in the country of
origin issued in the last 6 months;
4.
Lease contract of the premises where the applicant is residing;
5.
Legalized birth certificate, obtained in the country of origin issued in the last
6 months;
29
6.
2 (two) photos;
7.
Declaration issued by the employer on the reasons of staying of the foreigner;
8.
Copy of the work permit.
The official fee for issuance of the one year duration residence permit, payable to
the Local Police Station, is Leke 10,000 (approx. EUR 75). The foreigner applying for the residence permit must be personally present at the
Local Police Station and the residence permit shall be issued within 30 days from
the application date.
30
Work and Residence Permits
Notes for both procedures (work and
residence permit)
In order to obtain work and/or residence permit, all documents executed abroad
and/or issued by foreign public authorities should be legalized with Apostille in
accordance with the Hague Convention of October 1961 if the country of residence
of the foreigner has ratified such Convention and has not expressed any reserve
as regards its application in Albania; otherwise, the so-called “long legalization
procedure” should be followed. They shall be then translated into Albanian language
and notarized by an Albanian notary public.
31
“Practical Guide” is a free electronic publication edited by Boga & Associates. The information contained in this publication is of a general
nature and is not intended to address the circumstances of any particular individual or entity. “Practical Guide” is not intended to be and
should not be construed as providing legal advice. Although we endeavor to provide accurate and timely information, there can be no
guarantee that information contained in this feature is accurate as of the date it is consulted or that it will continue to be accurate in the
future.
© 2012 Boga & Associates. All rights reserved. This publication is copyrighted and is protected to the full extent of the law. Nevertheless,
you are free to copy and redistribute it on the condition that full attribution is made to Boga & Associates.