Closing an LLC is not simply ceasing operations. Unlike a sole proprietor, who is deregistered directly upon application, a limited liability company is only deregistered after going through the liquidation procedure. This means winding up operations, settling liabilities, and submitting a final report before the company is deleted from the commercial register.
This guide explains the entire process step by step. The two forms of liquidation, the decision to initiate it and the appointment of the liquidator, notices to creditors, the final report, and the application for deregistration from the QKB. At the end you'll also find a set of sample documents from an anonymized real case that you can download.
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According to Articles 48 and 49 of the Law 9723/2007 For business registration, legal entities are deregistered only after they prove the completion and finalization of liquidation procedures. Deregistration does not take place if the interim liquidation documents have not been notified and filed with the commercial register.
The deregistration of an LLC results in the opening of liquidation proceedings in a state of solvency, pursuant to Articles 190 through 205 of the Law. 9901/2008. Bankruptcy is another route pursued when the company is unable to pay its obligations. This guide addresses liquidation in a solvent state, which is the most common scenario for businesses that voluntarily close.
It is the full procedure provided for in Articles 190 to 203 of the Law. 9901/2008. It proceeds from the appointment of the liquidator, notification of creditors twice, the collection of assets and settlement of liabilities, the final report, and then the application for dissolution. This is the path followed by most companies.
It is an expedited procedure provided for in Articles 204 and 205. It is allowed only when all partners decide on it and declare to the court that all obligations to creditors have been settled and all relationships with employees have been resolved. In this case, the court's decision to liquidate the company through the simplified procedure is filed with the QKB. The application is made by sthe respective service on e-Albania (service code 16186).
The procedure begins with the decision of the shareholders' assembly to dissolve the company and initiate liquidation. In the same decision, the liquidator is appointed, pursuant to Article 191(2). The liquidator assumes the rights and obligations of the administrator as of the date of appointment.
This decision is recorded in the QKB, pursuant to Article 194, through the service “Application for the opening of liquidation proceedings”on e-Albania (service code 15547). From this moment on, the company's name in the register is accompanied by the notation “in liquidation.” The application is submitted under the business identity and requires an electronic signature.
Download one Model resolution of the assembly for initiating liquidation and appointing the liquidator, ready to be completed according to your needs.
The liquidator prepares a balance sheet of the company's position at the time liquidation is opened, in accordance with Article 198. This balance sheet shows the assets and liabilities with which the company enters the winding-up process and serves as the starting point for administering the liquidation.
The liquidator invites creditors to file their claims under Article 195. The notice is published twice, at an interval of 30 days, on the QKB website and on the company's own website, if it has one. Claims must be filed within 30 days from the date of the last notice.
Practically, the liquidator files the notice with the QKB, which registers and publishes it. The second notice refers to the protocol number of the first one. During the entire claims period, the liquidator may not distribute the company's remaining assets, pursuant to Article 199.
Download the ready-made creditor notification templates, the first notice and the the second notice, which you can fill out as needed.
The liquidator's duty is to wind up all of the company's affairs. This includes collecting outstanding receivables, selling assets, and settling creditors in accordance with the order of preference under Article 605 of the Civil Code. The liquidator may also carry out new business transactions solely to complete an unfinished transaction.
If it turns out that the company's assets are insufficient to pay the creditors' claims, the liquidator is required to suspend the liquidation and ask the court to open bankruptcy proceedings.
Alongside the opening and closing balance sheets, there is a case that requires attention. If the liquidation procedure extends beyond one year, that is, beyond the year-end on December 31, the liquidator also prepares the company's annual financial statements, in accordance with Article 198. A liquidation that begins in one year and ends in the following year results in an additional annual financial report.
Download the liquidation financial statement templates, opening balance and the Closing balance, which you can adapt to suit your needs.
After settling all obligations, the liquidator prepares the final closing balance sheet and the liquidation report, in accordance with Articles 198 and 200. The report summarizes the steps taken, the receipts, the payments, and the company's final position.
Download one Liquidator's report template which you can adapt to your situation.
The report and financial statements are presented to the partners' assembly. Upon their approval, the liquidator is discharged from office. This decision, together with the report and financial statements, is filed with the QKB and initiates the final phase, that of deregistration.
Download one Model assembly resolution for approving the report and deregistration which you can adapt to your situation.
The dissolution of the legal entity is carried out through the “Application for the dissolution of the legal entity”on e-Albania (service code 15526). The application cannot be made before the deadline for the filing of creditors' claims, in accordance with Article 199. Along with the application, the documents proving the completion of liquidation are filed, namely the approval resolution, the liquidator's report, and the financial statements.
Before deregistration, the QKB notifies the tax administration. According to Article 45 of the Law. 9920/2008, The tax administration, within 10 working days, verifies and assesses the taxpayer's tax situation and notifies the taxpayer of any outstanding liabilities or unfiled returns. If, based on the risk analysis, an audit is deemed necessary, it may not exceed 30 business days. If the tax authority does not file an objection within the deadline, the QKB carries out the deregistration. The application is free of charge and requires an electronic signature.
The same logic applies to the branches and representative offices of foreign companies, as well as to simple partnerships. Their voluntary deregistration is carried out through an application for deregistration and the filing of documents proving the completion and closure of the liquidation procedures, in accordance with Article 49 of Law No. 9723/2007. The branch and the representative office are not separate legal entities but branches of the foreign company, so the procedure is followed in relation to their activities in Albania.
The main difference lies in the consequence. The deregistration of a company as a legal person results in the loss of its legal personality. For branches, representative offices, and simple partnerships, deregistration has a declarative effect, pursuant to Article 53 of Law No. 9723/2007. Even in this case, the remaining obligations to third parties and to public authorities remain enforceable.
In addition to the voluntary route, an LLC may also be dissolved by a decision of other authorities, in accordance with Article 51 of the Law. 9723/2007. This occurs on the basis of a final court decision, a final decision of another public authority when provided for by a special law, or in cases of invalidity, bankruptcy, and the judicial closure of liquidation.
The deregistration of a legal entity results in the loss of the company's legal personality, pursuant to Article 53 of the Law. 9723/2007. The company name is considered reserved for six months from the date of deregistration and cannot be registered by another entity during that period.
Deregistration does not erase outstanding obligations. Deregistered entities remain liable for obligations to third parties and to public authorities. The liquidator is liable to creditors for damages caused during the procedure, and lawsuits may be filed within three years of the deregistration, pursuant to Article 203.
Below you'll find the complete set of documents from an actual, anonymized liquidation that you can use as a reference. The order reflects the sequence of the procedure.
No. A legal entity is deregistered only after it proves the completion of liquidation procedures. Only an individual is deregistered directly upon application.
It depends on the legal deadlines. Only the creditor notices take about two months, because they are published twice, 30 days apart, and claims are filed within 30 days of the final notice. The tax verification at the end takes 10 business days, or up to 30 business days if an audit is conducted.
Applications on e-Albania for initiating liquidation and for deregistration are free of charge. Costs are associated with preparing the documentation, the report, and the financial statements.
If the procedure lasts more than a year and extends beyond December 31, in addition to the opening and closing balance sheets, the company's annual financial statements are also prepared.
No. Deletion from the register results in the loss of legal personality. The name remains reserved for six months, and any outstanding obligations remain enforceable against the responsible entities.
Yes, essentially the same procedure is followed. The voluntary deregistration of branches and representative offices of foreign companies is carried out by filing an application for deregistration and depositing the documents that certify the completion of liquidation procedures. The difference lies in the consequence, because for these entities, deregistration has declarative effect.
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