The business climate in Albania is ruled by two important laws enacted in 2007 and 2008.
In 2007, the Law No. 9723 “On the National Registration Center” was voted. This law is considered the reform of the business registration procedures, decreasing to only one day the necessary time to record new affairs, and blending all registration steps (including tax registration) in a single procedure.
In the year of 2008, the Law No. 9901 “On Entrepreneurs and Companies” was voted bringing significant changes in the Albanian economy. This law governs the activities of the companies and the entrepreneurs.
The organization of the companies can be found among the regulations. All the companies and entrepreneurs must be registered at the National Registration Center.
According to the Albanian Law No. 9901, the types of businesses can be: Limited Liability Companies, General Partnerships, Limited Partnerships, Joint Stock Companies or branches.
A Limited Liability Company can be changed into a Joint Stock Company and vice versa, but also a Joint Stock Company with private offering can be changed in a Joint Stock with public offering and the other way around, if the necessary conditions are fulfilled.
The procedure for the above is the same: the decision must be taken by the General Meeting, after that a report regarding the legal and economic bases on which the decision is taken and the consequences of the transformation must be filled by the administrator. The changes must be recorded at the National Registration Center.
Two companies may be merged if wanted, in two ways: either by acquisition (transferring the assets from one company to another in exchange of shares from that company), either by formation of a new company (both companies transfer assets to a new established company in exchange of shares of that company).
The dissolution of the companies are also regulated by the Law No. 9901. The dissolution can be a General Meeting’s decision or a court’s decision. In any case, the dissolution must be registered at the NRC.
After the dissolution, the liquidation takes place (except the case when the insolvency procedure is on).
In a Limited Liability Company or a Joint Stock, a liquidator is named by the General Meeting. In a Partnership, all partners have the right to carry out the liquidation or elect unanimously a liquidator. The name of the liquidator, among with the relevant papers must be submitted by the administrator of the company to the National Registration Center.
Once the company’s debts have been settled, remaining assets are equally distributed among partners unless is specified different in the Statute.
After this, the liquidator must submit the report regarding the liquidation and ask for cancellation of the company from the National Registration Center.