The legal obligation to register the beneficial owner rests with reporting entities, legal persons registered in the Republic of Albania, as follows:
Excluded from this obligation:
During the initial registration of the beneficial owner of the reporting entity, whether it is registered in the Commercial Register or in the Register of Nonprofit Organizations, the definitions set forth in Law No. must be taken into account. 112/2020 and VKM No. 1088/2020, Among which, the following terms apply:
“Beneficial owner” is the individual who ultimately owns or controls a legal person, through direct or indirect ownership of a sufficient percentage of the shares or voting rights or participation in the capital of that entity, including through holding shares, or through control by other means, or benefits from transactions carried out by the legal person on his behalf.
The founder, legal representative, or individual who exercises ultimate effective control over the administration and control of nonprofit organizations, including foundations, associations, centers, and branches of nonprofit organizations. Ultimate effective control is the relationship in which a person:
If control is exercised through a trust, you must identify and register as beneficial owner:
“Direct ownership” is ownership held by an individual of 25% or more of the shares/quotas of capital or ownership interests in a reporting entity.
“Indirect ownership” is ownership held or control exercised by the same individual in one or more legal entities, which individually or together hold 25% or more of the shares/quotas of capital or ownership interests in a reporting entity.
“Trust” is a fiduciary arrangement in which ownership is held by the trustee for the benefit of the beneficiary.
“Type of control” means control or ownership in a legal person, trust, or other legal arrangement.
“Initial registration” is the first registration of the beneficial owners of reporting entities, in accordance with the provisions of the law on the beneficial owners register.
“Record of Changes” is the registration of any factual change of a person previously registered as a beneficial owner under the law on the beneficial owners register (replacement, addition of a new person, or removal of a person from the beneficial owners register), as well as the registration of any other changes to the registered beneficial ownership data.”
Reporting entities that are required to register beneficial owners are those entities registered in the commercial register and the register of nonprofit organizations.
In the case of the initial registration of beneficial owners by reporting entities that are registered in the commercial register, the registration is carried out simultaneously with the application for the registration of the legal entity in the commercial register, via a single form, which is submitted in accordance with the relevant legislation governing registration procedures.
In cases where the application for the initial registration of beneficial owners by reporting entities, who are registered in the commercial register with indirect ownership, is refused, registration shall be completed within 40 (forty) calendar days from the date of refusal of the application.
In cases of the initial registration of beneficial owners by reporting entities that are registered in the register of nonprofit organizations, registration shall be completed within 40 (forty) calendar days from the date the reporting entities are registered as legal persons.
For reporting entities registering in the commercial register, the initial registration of beneficial owners is carried out simultaneously with the application for the legal entity's registration in the commercial register, via a single form submitted in accordance with the relevant legislation governing registration procedures.
The application for the initial registration of beneficial owner information is made by the person authorized to represent the reporting entity through the electronic portal, on e-albania, after electronically identifying and using a qualified electronic signature certificate, in accordance with the provisions of the applicable legislation on electronic signatures.
After authentication, the person authorized to represent the reporting entity accesses the electronic portal and, for the type of registration required, selects the application for initial registration of the beneficial owner, according to the relevant category. The computerized system displays the relevant application form and opens the electronic file, which contains the corresponding case number.
After selecting the application for initial registration of the beneficial owner, the general information (NUIS/NIPT; name, legal form; legal representative) of the reporting entity, as recorded in the Non-Profit Organizations Register, will be automatically transferred to the Beneficial Owners Register.
Furthermore, the person authorized to represent the reporting entity proceeds to electronically complete all mandatory beneficial owner information for the form and to upload the necessary supporting documentation verifying the beneficial owner information recorded. The initial registration application form includes several instructions marked with an asterisk (*), which must be followed when completing it.
After the person authorized to represent the reporting entity verifies that the data entered on the form and the accompanying documents uploaded to the electronic file are accurate, they confirm them using electronic means that guarantee the authenticity of origin and the integrity of the documents' content in electronic format, at least by means of an advanced electronic signature of the application form, in accordance with the provisions of the applicable legislation on electronic signatures.
After the electronic confirmation of the application, the computerized system automatically issues a confirmation of its submission through the electronic portal, which includes the number automatically generated by the system (the case number), allowing the applicant to track the status of the registration process at any time.
The computerized system also notifies the person authorized to represent the reporting entity by the email address registered on the e-Albania single government services portal, sending electronic copies of the completed application form and of the application submission confirmation from the electronic portal.
Upon issuing the confirmation of application completion, the computerized system forwards the application and its accompanying documents, in electronic format, to the authorized QKB officers (registrars) for review and decision-making.
When the reporting entity is registered with the commercial register:
1. Identification data of the beneficial owner, who may be an Albanian citizen, a foreign national, or a refugee/stateless person:
a) for Albanian citizens:
b) for foreign nationals:
c) for refugees/stateless persons:
2. The date he was determined to be the beneficial owner.
3. Type and percentage of ownership: direct/indirect*
If ownership is indirect, information regarding the legal entity/trust through which the indirect ownership is held must also be provided.
If the founder or the ultimate effective control is a legal entity or trust, its details must also be provided.
The accompanying document is the act by which the beneficial owners of the reporting entity and the type of ownership control are identified and recorded.
An authorized person representing the reporting entity, in the application for beneficial owner registration, shall attach as supporting documentation, in electronic format, the following documents:
In the case of simultaneous registration, the same documentation required under the above provisions is submitted, with the exception of the documentation proving the unique identification number together with the date of the entity's registration in the commercial register, as well as the extract of the registered data of the reporting entity, issued in accordance with the relevant legislation governing the registration procedures in the commercial register.
The documents required in connection with this request are submitted in the same manner and in the same format as the documentation required under the relevant legislation governing procedures for registration in the commercial register.
In the event that, after exhausting all possible means of identifying the beneficial owner, and if there are no grounds for suspicion, reporting entities fail to identify as beneficial owner the individual who ultimately owns or controls a legal person, whether through direct or indirect ownership of 25% or more of the shares/shares/quotas of capital or ownership interests in a reporting entity as defined by the Law “On the Register of Beneficial Owners,” as amended, then the reporting entities must identify and record in the Register of Beneficial Owners as the beneficial owner the individual who:
In this case, reporting entities must maintain documentation that explains and verifies the actions taken to identify the beneficial owner in accordance with the provisions of the Law “On the Register of Beneficial Owners,” as amended, specifically also:
1. A written statement signed by the legal representative of the reporting entity, specifying exactly the steps taken to identify the beneficial owner as well as the reasons for identifying him in that position;
2. Documentation proving the control of the individual registered as the beneficial owner in the relevant capacity.
In the event that, after exhausting all possible means of identifying the beneficial owner and if there are no grounds for suspicion, reporting entities are unable to identify the individual referred to above as the beneficial owner, they must then identify and record in the Register of Beneficial Owners the individual/he person holding the position of senior manager/managers of the reporting entity. In this case, the entity must retain documentation that rationalizes and verifies the actions taken to identify the beneficial owner in accordance with the provisions of the Law “On the Register of Beneficial Owners,” as amended, specifically also:
Accompanying documents must not contain any unverified corrections or erasures, in accordance with the relevant legal provisions, and their content must be clearly visible, legible, and allow for the creation of an electronic image of the document.
Attached documents must be in Albanian. Along with the Albanian-language document, the applicant may also submit a certified translation into a foreign language. Private acts and official documents from foreign jurisdictions must be accompanied by a certified translation into Albanian and legalized in accordance with applicable laws and international agreements ratified by the Republic of Albania.
In the event of a discrepancy between the accompanying document in Albanian and the one in a foreign language, the latter cannot be asserted against third parties. However, third parties may oppose the data contained in the document in the foreign language to the data subject, except when the data subject proves that the third party was aware of the content of the document in the Albanian language.
The documentation must be prepared within 90 (ninety) calendar days from the date the request for the initial registration of beneficial owners is submitted.
Applications for initial registration of the beneficial owner are reviewed by authorized QKB officers for decision-making in the order they are submitted, after which, no later than two business days from receipt of the application, the decision is issued as follows:
The authorized officer (registrar) of the QKB verifies:
Responsibility for the accuracy and truthfulness of the facts, reported data, and accompanying documents filed in the electronic registry rests with the reporting entities and the persons authorized to make the filing, in accordance with applicable laws.
If the authorized officer (registrar) of the QKB, after the verifications according to the above points, finds that the application complies with the requirements of the Beneficial Ownership Register Law and this decision, approves the application and the completion of the registration, no later than two business days from receipt of the application from the reporting entities.
Otherwise, the application will be suspended within two days, accompanied by its respective reasons, giving the party 30 days to remedy the deficiencies.
Upon expiration of the 30-day period, the application is approved if the reporting entity corrects the deficiencies preventing registration within the applicable deadlines; otherwise, it is denied.
Upon refusal of a request, reporting entities have the right to reapply, in accordance with the law and this decision, the submission of which is treated as a new request. The submission of a new application does not relieve the reporting entity of the sanctions provided under the law on the beneficial ownership register for failure to make mandatory registrations within the statutory deadlines.
The QKB's decisions regarding the approval, suspension, or refusal of an application are notified by publication in the register. The date of notification is the date of publication in the register.
Also, the decision issued on an application is notified in writing to the person authorized to represent the reporting entity, including at the email address provided in the electronic register of the e-Albania single-window government services portal.
For cases of failure to comply within the legal deadlines by reporting entities with the obligations to carry out the initial registration and to register the actual change of the person previously registered as a beneficial owner (replacement, addition of a new person, or removal of a person from the register of beneficial owners), the fines provided for in Article 13 of the Law on the Register of Beneficial Owners shall apply.
From the imposition of a fine through its payment and the completion of mandatory registration, the QKB or the authority responsible for maintaining the register of nonprofit organizations:
For reporting entities with direct ownership registered in the commercial register before the entry into force of Law 6/2022, by the 30th.06.2022, the QKB, in cooperation with AKSHI, transfers to the Beneficial Owners Register the beneficial owner data for directly owned reporting entities that were registered in the Commercial Register before the date the Beneficial Owners Register was established.
After the data has been transferred and verified, these reporting entities are entitled to update their owners' information with the QKB.
Reporting entities with indirect ownership and NGOs registered before the effective date of Law No. 6/2022 that have not completed the initial registration and the change of beneficial owner data must register this information by the 30th.06.2022.
For existing reporting entities that appear with suspended status in the commercial register, record the beneficial owner in the beneficial owner register before applying to change their status in the commercial register. The change of status of existing reporting entities in the commercial register is carried out after verification that their beneficial owner has been registered in the beneficial owner register.
Any information recorded with the initial registration of the beneficial owner of the reporting entity may be amended or updated upon application by the legal representative, in accordance with the applicable deadlines and legal procedure, as follows:
If the data recorded with the beneficial owner register have been changed, the legal representative of the reporting entity must register these changes within 90 days from the date the actual change occurs.
If a obliged entity, subject to the anti-money laundering and counter-terrorist financing law, finds that the information recorded in the Beneficial Ownership Register does not match the information it holds in fulfillment of its legal duties, regarding the beneficial owner of a reporting entity, must, within 10 calendar days from the date of the finding, notify in writing the reporting entity and the National Business Center.
Upon receiving written notification from the obligated entity, the National Business Center publishes the notice in the registry within two business days and notifies the reporting entity in writing of the obligated entity's determination.
The reporting entity must, within 20 calendar days from the date of notification by the National Business Center:
Application for change/The application for the change/update of beneficial owner data is made by the person authorized to represent the reporting entity through the electronic portal on e-Albania, after having been electronically identified and using a qualified electronic signature certificate, in accordance with the provisions of the applicable legislation on electronic signatures.
After authentication, the person authorized to represent the reporting entity accesses the electronic portal and, for the type of registration to be performed, selects the application for change/update of the beneficial owner. The computerized system displays the relevant application form and opens the electronic file, which contains the corresponding case number. The application form for change/update is available in two versions: for entities registered in the Commercial Register and for entities registered in the Non-Profit Organizations Register.
After selecting the application for initial registration of the beneficial owner, the optional data (NUIS/NIPT; name, legal form; legal representative) of the reporting entity, as registered in the Commercial Register or in the Register of Non-Profit Organizations, will be automatically transferred to the Beneficial Ownership Register.
Furthermore, the person authorized to represent the reporting entity proceeds to electronically complete all mandatory beneficial owner information that they wish to change/updates and proceeds with uploading the necessary supporting documentation that verifies the new information recorded for the beneficial owner. The application form for change/update is equipped with instructions marked with an asterisk (*), which must be followed when completing it.
After the person authorized to represent the reporting entity verifies that the data entered on the form and the accompanying documents uploaded to the electronic file are accurate, they confirm them using electronic means that guarantee the authenticity of origin and the integrity of the documents' content in electronic format, at least by means of an advanced electronic signature of the application form, in accordance with the provisions of the applicable legislation on electronic signatures.
After the electronic confirmation of the application, the computerized system automatically issues a confirmation of its submission through the electronic portal, which includes the number automatically generated by the system (the case number), allowing the applicant to track the status of the registration process at any time.
The computerized system also notifies the person authorized to represent the reporting entity by the email address registered on the e-Albania single government services portal, sending electronic copies of the completed application form and of the application submission confirmation from the electronic portal.
Upon issuing the confirmation of application completion, the computerized system forwards the application and its accompanying documents, in electronic format, to the authorized QKB officers (registrars) for review and decision-making.
Authorized person to represent the reporting entity*, in the electronic application for beneficial owner registration, attaches as supporting documentation in electronic format the following documents:
If the application is submitted with authorization from the legal representative, the authorization document is uploaded.
In the event that, after exhausting all possible means to identify the beneficial owner and if there are no grounds for suspicion, reporting entities fail to identify as beneficial owner the individual who ultimately owns or controls a legal person, whether through direct or indirect ownership of 25% or more of the shares/shares/quotas of capital or ownership interests in a reporting entity as defined by the Law “On the Register of Beneficial Owners,” then the reporting entities must identify and record in the Register of Beneficial Owners as the beneficial owner the individual who:
In this case, reporting entities must maintain documentation that explains and verifies the actions taken to identify the beneficial owner in accordance with the provisions of the Law “On the Register of Beneficial Owners,” specifically also:
In the event that, after exhausting all possible means to identify the beneficial owner and if there are no grounds for suspicion, reporting entities are unable to identify the individual as the beneficial owner as described above, they must then identify and record in the Beneficial Owners Register the individual/y who holds the position of senior manager/managers of the reporting entity. In this case, the entity must retain documentation that explains and verifies the actions taken to identify the beneficial owner in accordance with the provisions of the Law “On the Register of Beneficial Owners,” specifically also:
It must be drafted no later than 90 calendar days from the date of the actual change in beneficial ownership data.
They must not contain any uncorrected corrections or erasures, in accordance with the relevant legal provisions, and their contents must be clearly visible, legible, and allow the creation of an electronic image of the document.
They must be in Albanian. Along with the accompanying document in Albanian, the applicant may also submit a certified translation into a foreign language. Private acts and official documents from foreign jurisdictions must be accompanied by a certified translation into Albanian and legalized in accordance with applicable laws and international agreements ratified by the Republic of Albania.
In the event of a discrepancy between the accompanying document in Albanian and the one in a foreign language, the latter cannot be asserted against third parties. However, third parties may oppose the data contained in the document in the foreign language to the data subject, except when the data subject proves that the third party was aware of the content of the document in the Albanian language.
Applications for changes to beneficial owner data are reviewed by authorized QKB officers for decision-making in the order in which they are submitted, after which, no later than two business days from receipt of the application, they issue a decision by:
The authorized officer (registrar) of the QKB verifies:
The authorized officer (registrar) may not examine the accuracy of the data, the authenticity of the documents accompanying the application for registration, or the conformity of their contents with the requirements of applicable law.
Responsibility for the accuracy and truthfulness of the facts, reported data, and accompanying documents filed in the electronic registry rests with the reporting entities and the persons authorized to make the filing, in accordance with applicable laws.
If the authorized officer (registrar) of the QKB, after the verifications according to the above points, finds that the application complies with the requirements of the Beneficial Ownership Register Law and this decision, approves the application and the completion of the registration, no later than two business days from receipt of the application from the reporting entities.
Otherwise, if the application is not submitted within two days of its review, it will be suspended, accompanied by the relevant reasons, giving the applicant 30 days to remedy any deficiencies.
Upon expiration of the 30-day period, the application is approved if the reporting entity corrects the deficiencies preventing registration within the applicable deadlines; otherwise, it is denied.
Upon refusal of a request, reporting entities have the right to reapply, in accordance with the law and this decision, the submission of which is treated as a new request. The submission of a new application does not relieve the reporting entity of the sanctions provided under the law on the beneficial ownership register for failure to make mandatory registrations within the statutory deadlines.
The QKB's decisions regarding the approval, suspension, or refusal of an application are communicated by publication in the register. The date of notification is the date of publication in the register.
Also, the decision issued on an application is notified in writing to the person authorized to represent the reporting entity, including at the email address provided in the electronic register of the e-Albania single-window government services portal.
If a obliged entity, subject to the anti-money laundering and counter-terrorist financing law, finds that the information recorded in the Beneficial Ownership Register does not match the information it holds in fulfillment of its legal duties, regarding the beneficial owner of a reporting entity, must, within 10 calendar days from the date of the finding, notify in writing the reporting entity and the National Business Center.
Upon receiving written notification from the obligated entity, the National Business Center publishes the notice in the registry within two business days and notifies the reporting entity in writing of the obligated entity's determination.
The reporting entity must, within 20 calendar days from the date of notification by the National Business Center:
to update the register with the data for their beneficial owners, in accordance with this law, if the determination of the obligated entity is accurate, or;
To confirm in the register the previously recorded data for their beneficial owners, if the identification of the obligated entity is not accurate.
In the event of registering their beneficial owners' data, the following steps were taken:
1. After authenticating as per point 4, the person authorized to represent the reporting entity logs into the e-Albania electronic portal and selects the type of registration to be completed. After selecting the type of registration, the computerized system displays the data confirmation form, in the approved format, which bears the corresponding number (one number per file or application), provided by the computerized system (the case number), as well as general information about the reporting entity and the mandatory information for the beneficial owners of the reporting entity.
2. After the person authorized to represent the reporting entity verifies that the data entered on the form is accurate, they confirm it using electronic means that guarantee the authenticity of origin and the integrity of the content of the documents in electronic format, at least by means of an advanced electronic signature of the application form, in accordance with the provisions of the applicable legislation on electronic signatures.
With the electronic confirmation of the application under paragraph (b) of this point, the person authorized to represent the reporting entity automatically confirms in the register the information on their beneficial owners.
The computerized system also notifies the person authorized to represent the reporting entity by the email address registered on the e-Albania single government services portal, sending electronic copies of the completed application form and of the application submission confirmation from the electronic portal.
The procedure for reviewing the application for confirmation and publishing the decision in the Register is carried out as for any other application.
Source: National Business Center.