COMPANY REGISTRATION AND BUSINESS LICENSING
Two major initiatives taken by the Government of Albania which aim to improve the business climate are the establishment of the National Business Registration Center (NRC) and of National Licensing Center (NLC). The legislation regarding business registration and licensing procedures is harmonized to EU standards with focus the reduction of administrative barriers for businesses operating in Albania.
The Commercial Law no. 9901 “On Entrepreneurs and Commercial Companies”) entered into force on 21. 05. 2008. This Law regulates the status of entrepreneurs, the founding and managing of companies, the rights and obligations of founders, partners, members, and shareholders, companies’ reorganization and liquidation.
According to the Commercial Law, the types of business entities are:
- General Partnership Company – A company is a general partnership if it is registered as such, conducts its business under a common name and the liability of partners towards creditors is unlimited.
- Limited partnership Company - A company is a limited partnership, if at least one partner’s liability is limited to the amount of his interest (limited partner), while the liability of other partners is not limited (general partners). General partners have the status of partners in a general partnership.
- Limited liability company- A limited liability company is a company founded by natural or juridical persons who are not liable for the company’s commitments and which personally bear losses only to the extent of any unpaid parts of stipulated contributions. Members’ contributions constitute the company’s basic capital.
- Joint stock Company – A Joint Stock Company is a company the basic capital of which is divided into shares and subscribed by founders. Founders are natural or juridical persons, which are not liable for the company’s commitments and which personally, bear losses only to the extent of any unpaid parts of the shares in the basic capital they subscribed.
- Branches and Representatives. According the Law No. 9901 persons authorized to manage a company may establish branches and representatives.
- Branches are places of business without legal personality. They have a degree of permanence, their own management, and enter into agreements on behalf of the company.
- Representatives are places of business without legal personality and without a mangagement. They promote the business of the company and may also enter into agreements on behalf of the company.
- Joint Ventures – According the Albanian Civil Code the joint ventures (simple company) are established by two or more persons, whether individuals or legal entities, foreign or national, agreeing to engage in an economic activity in order to share profits deriving from them.
Registration in NRC
The registration of new business in Albania according to the Law no. 9723, dated 03.05.2007 “On National Registration Center” is done through NRC. The NRC is a central public institution, with legal personality, subordinated to the minister responsible for economy and its legal seat is in Tirana.
Obligation to register
The Subjects obliged to register in the Commercial Register are:
- Physical persons exercising a commercial economic activity;
- Simple partnerships provided by the Civil Code;
- Commercial Companies;
- Branches and representation offices of foreign companies;
- Savings and Credit Companies and Unions;
- Cooperation Companies;
- Any other entity subject to registration in accordance with the Albanian law.
Application in NRC
The application for initial registration of new businesses may be done for 24 hours with a cost of 100 ALL at the service window at NRC’s office in Tirana, or in any other NRC service window located in a municipality office. An application may be done at any NRC service window, regardless of the applicant’s seat or location of activity. The on-line business registration is allowed.
Using a single application procedure, the NRC not only registers commercial companies in the Commercial Register but enrolls them as well with tax, social and health insurance authorities and the Labor Inspectorate.
Moreover, the principle “silence is consent” is applied; In case that NRC, within the mandatory term of 1 day from the presentation of the application for registration, does not perform the registration, notify the suspension of the application or does not notify the denial, the registration shall be considered as immediately accepted.
Documentation Required for Registration by the NRC
For registration of a new company in the National Registration Center the following documents are required:
1. Application form
To start the registration, the applicant must complete the application form. The application form is specific to different types of applying entities. Applications form and the instructions for their completion can be retrieved at every service window of NRC or can be downloaded from the NRC website. The applicant may fill out the form either at any NRC service window with the help of the service window clerk if necessary, or via the Internet, using the NRC’s “Apply On-Line” function.
2. Accompanying documents
- Original personal identification document (ID card), which the NRC service window clerk will verity, copy and scan, and return;
- Other accompanying documents
The list of the accompanying documents for the initial registration is specific to different legal forms of companies. The applicant may find the list of the accompanying documents attached to the relevant application form.
For more detailed information about Company Registration, please refer to the NRC website at www.qkr.gov.al
Based on Law no. 10081, dated February 23, 2009, which reforms the business licensing process in Albania, the National Licensing Center (NLC) has started it’ s activity as a central public institution, which is subordinate to the minister responsible for economic issues, since June 2009. This law aims at improving the business climate, through reduction of administrative barriers regarding free initiatives to conduct economic, commercial, or professional activities, or regarding the use of public goods, guaranteeing at the same time the safeguard of public interests, while carrying out the above-mentioned activities and using public goods.
With its one-stop-shop services and shortened, transparent and quick procedures, the NLC has reduced the administrative barriers to free enterprise, reduced the costs of business related to the licensing process and minimized the level of informality, thus improving considerably the business climate in Albania.
Licenses and permits, and/or respective subcategories which fall under the competence of the NLC are divided, into three groups:
The first group included those categories or subcategories that require only the applicant’s self-declarations, in order to evaluate whether criteria are properly fulfilled.
The second group included those categories or subcategories that besides the applicant’s self-declarations require also proof documents to be submitted by the applicant, at least for one of the criteria.
The third group included those categories or subcategories for which assessment of criteria (at least for one of them) must be based, not only in what is provided for in paragraphs 2 and 3 of this article, but also on a process of inspection, testing, competition, interview, or any other assessment method.
Depending to their nature and requirements to which they are subject, not all licenses and permits are subject to the examination by the National Licensing Center. As a general rule, applications for obtaining an authorization are examined directly by the competent public authorities without intervention of the National Licensing Center. Authorization process may become part of the licensing process in the case of the license belonging to Group III, as well as, only when the authorizations requirements coincide with one or more licensing requirements.
Furthermore, the law regulates 12 licensing areas, where licenses/permits are processed by/through the NLC or without the involvement of NLC. As regards to the areas where the licenses/permits are processed without the involvement of NLC, the licensing system is regulated by the sector related legislation. Such licensing legislation exist in the following sectors :
- Banking financial service ;
- Non-banking financial services (insurance, securities, bondsof joint stock companies and local governance, collective investment enterprises, retirement funds etc.)
- Broadcasting services ;
- Services in energy sector (production, transmission, distribution, supplying and trading the electrical power ; transmission, distribution, supplying and trading of natural gas ; operation in the depositing premises of natural gas and operation in the NLG plants) ;
- Air, maritime and road transport services ;
- Gambling ;
- Postal services ;
- Concessions (law on concessions provides that certain economic activities are subject to a concession agreement , see factsheet no 1).
Licensing through NLC
Requests for licenses/permits or respective subcategories may be done at the service window at NLC’s office in Tirana, or in any other NLC service window located in a municipality office a cost of 100 ALL. An application may be done at any NLC service window, regardless of the applicant’s seat or location of activity.
Requests shall comprise filled out standard application forms and required enclosed documents. The applicant himself/herself or a person duly authorized may submit the request for application at the NLC service window. The NLC it’s not be entitled to require from applicants further documents or information, which are not included in the standard form.
The NLC review applications and take a decision within two working days from the request submission for group one and four working days for group two. The NLC makes a preliminary examination of the requests for the third group and when there is no ground for rejection publish in the Register preliminary decisions for transition to the second phase of review process, and notified by electronic means, the other institutions that are involved in the criteria examination process, for their part of criteria, falling under their competence.
The assessment of fulfilment of licensing or permitting criteria is based accordingly on: applicant’s self-declarations, documents issued by other public bodies or private institutions, assessments made, preliminary inspections taken place, tests, contests, interviews, hearings or other adequate methods that have been employed.
The procedure to handle the applications for licenses or permits is clear, simple, transparent and is relied on the following:
- ''Silent consent'' principle;
- Electronic communication and information means, including the possibility for on-line application;
- The one-stop-shop model;
- Integrated exchange of information and documents among public bodies.
For more detailed information about instructions for registration, please refer to the NRC website at www.qkl.gov.al
Source : www.aida.gov.al