Foreign Company Branches

Initial Registration

Degët janë vende të ushtrimit të veprimtarisë tregtare dhe kanë të njëjtin personalitet juridik me shoqërinë. Ato veprojnë në mënyrë të qëndrueshme, organizohen dhe administrohen më vete dhe ushtrojnë veprimtari me palë të treta, në emër të shoqërisë.

Branches and representative offices of foreign companies are registered in accordance with the requirements of Articles 26(4), 28(5), and 37 of the law. No. 9723, dated May 3, 2007 “For the National Registration Center.

The information needed

For the initial registration of branches and representative offices of foreign companies, the following information is mandatory:

1. the data specified in letters “a”, “b”, “c”, “d”, “dh”, “e” and “ë” of Article 32 of No. 9723, dated May 3, 2007 “For the National Registration Center” for foreign companies, including the registration number and place of registration;
   • a) name;
   • b) form;
   • c) date of establishment;
   • …
   • d) headquarters;
   • dh) the object, if it is specified;
   • e) the duration, if specified;
   • e) the identification data of the persons responsible for the administration and representation of the company in its dealings with third parties, their powers of representation, and the terms of their appointment.
   • …

2. the capital of the foreign company;
3. the name of the branch or representative office, if it is different from that of the foreign company;
4. the duration of the branch or representative office, if this is specified;
5. the field of activity of the branch or representative office, if this is specified;
6. the branch's or representative office's headquarters;
7. identification data of the persons responsible for the administration and representation of the branch or representative office in relations with third parties, their powers of representation, and the terms of their appointment;
8. The signature specimens (signatures) of the persons who represent the branch or representative office in dealings with third parties.

Accompanying documentation

• The certificate of incorporation and the foreign company's articles of association, when these are two separate documents or, in their absence, the equivalent constitutive act under foreign law, as well as their full text including any subsequent amendments.
• Documentation proving the registration of the foreign company in the foreign jurisdiction.
• Documentation certifying the foreign company's current status, issued no more than 90 days before the application date, including registration and representation details, and information on whether it is in liquidation or bankruptcy proceedings.
• The foreign company's balance sheet for the most recent fiscal year, prepared in accordance with the standards required in the foreign country, if the foreign company has been operating for more than one year.
• The decision or other acts of the competent authority of the foreign company, in accordance with foreign legislation, for the establishment of a branch or a representative office.
• The acts referred to in this paragraph are replaced by an application for registration in cases where the person seeking registration is also the entity responsible for acting alone on behalf of the foreign company.
• Identification document of the branch's legal representative (if he is the applicant). If the applicant is different from the branch's legal representative, a Power of Attorney must be filed.

Any official document issued by an institution or a foreign notary must also be legalized with an Apostille seal.

Registration in the commercial register for natural persons, branches and representative offices of foreign companies, simple partnerships under the Civil Code, and other entities that, under applicable law, do not acquire legal personality through this registration, has only declarative effect.

Application for the initial registration of branches or representative offices of foreign companies

The electronic service of Initial registration of branches or representative offices of foreign companies, It is offered to an individual/citizen who has created his account on the portal as an individual. To submit the application for initial registration, the individual applies by completing the appropriate form for the initial registration of the company's form.

Based on Article 22, paragraph (a) of Law No. 9723, dated May 3, 2007 “On Business Registration,” as amended, one of the entities required to register in the commercial register is natural persons engaged in commercial economic activities.

Type of application:

• Initial business registration (Branches or Representative Offices of Foreign Companies) – Click here for the manual

Necessary documentation

Documents that the applicant must upload:

• Authorization from the foreign company or a notarized power of attorney from the company's legal representative when the application is not submitted by the latter.
• The foreign company's balance sheet for the most recent fiscal year, prepared in accordance with the standards required in the foreign country, if the foreign company has been operating for more than one year.
• Documentation certifying the foreign company's current status, issued no more than 90 days prior to the application date, including its registration and representation details, and information on whether it is in liquidation or bankruptcy proceedings.
• Documentation proving the registration of the foreign company in the foreign jurisdiction.
• Signature specimen of the company's legal representative (if not deposited with the statute)
• The decision or other acts of the competent authority of the foreign company, in accordance with foreign legislation on the establishment of a branch or a representative office. The documents referred to in this item are replaced by the registration application in cases where the person applying for registration is also the body responsible for acting alone on behalf of the foreign company.

Steps of the procedure

1. Identify yourself as a citizen on the e-Albania portal.;
2. Select the service “Application for the initial registration of branches or representative offices of foreign companies.”
3. Click the “Use” button.”
4. Fill out the electronic form with the necessary information about the type of company you will be registering.
5. Click the “Send” button on the last page of the form.
6. The QKB employee processes the incoming request and, depending on the decision made, responds to the applicant by email.

For instructions on the application procedure for each type of initial registration, you can download the manual below.

For the purposes of initial registration, entities also declare mandatory data from tax, social security, and health legislation, such as: annual turnover, the types of taxes the entity is registered for, etc. as well as statistical codes such as the Economic Nomenclature Code (NVE). These data are completed on the basis of self-declaration in Section “D” of the application form. More information on how to complete Section “D” can be found on the QKB website at www.qkb.gov.al, under the “Registration” heading, by clicking the “Instructions for Tax Registration” link.

Necessary time for receiving the service

Initial business registration with the QKB is completed within 24 hours of application.

PValidity period: Indefinite

Costs: Free

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For any question or uncertainty about the use of the service you can contact at the address [email protected]

Other mandatory registrations

In the event of an amendment to the founding act, the statute, or the partnership agreement (when it is in written form), the full text thereof reflecting the subsequent changes must also be filed. For branches and representative offices of foreign companies, the foreign company's articles of association and founding deed or the equivalent constitutive document under foreign law, in their full text as amended, are filed.

The entity must also register and file the foreign company's annual balance sheet, prepared in accordance with the standards required in the foreign state. For branches and representative offices of foreign companies, the acts of transformation, merger, demerger, opening, and closing of liquidation or bankruptcy proceedings of the foreign company are also registered.

Application for change of registration of branches or representative offices of foreign companies

Electronic service for change of registration of branches or representative offices of foreign companies It is offered to entities that have an account on the portal. To apply for a change in the registration of branches or representative offices of foreign companies, the entity applies by completing the relevant form for changing the registration of branches or representative offices of foreign companies.

Based on Article 43 of Law No. 9723, dated May 3, 2007, “On Business Registration,” as amended, any entity that carries out the initial registration also bears the obligation to register any changes to the reported information and to the accompanying documents filed with the registry, in accordance with Section III of this law.

Necessary documentation

Documents that the applicant must upload:

• Power of attorney if the applicant is not the legal representative of the branch, the representative office, or the legal representative of the foreign company.
• Accompanying documentation that verifies the data being recorded (i.e., the decision of the responsible authority and/or the legal act or any other documentation for the change of the data to be recorded).

Steps of the procedure

• Register your business on the portal.
• Select the service “Application for Change of Registration of Branches or Representative Offices of Foreign Companies.”
• Click the “Use” button.”
• Fill out the electronic form with the necessary information about the subject.
• Click the “Send” button on the last page of the form.
• The QKB officer processes the incoming request and, depending on the decision made, responds to the applicant by email with the download URL for the electronic response saved in “My Documents” on e-Albania, or with notification of the reason for refusal.

Necessary time for receiving the service

The QKB, after conducting the relevant verifications under Article 54 of this law and finding that the conditions for registration have been met, shall enter the registration in the register and issue the certificate of completion of other registrations within one day from the date the application is submitted.

Validity period: Unlimited

Costs: Free

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For any questions or clarifications about using the service, you can contact us at [email protected]

Deregistration

Voluntary deregistration for legal entities, branches, and representative offices of foreign companies, and for simple partnerships is carried out through a deregistration application and the filing of the relevant documents, which certify the completion and closure of liquidation procedures, in accordance with applicable legislation.

Deregistration will not be carried out if the interim acts of the liquidation process, in accordance with applicable legislation, have not been notified to and filed with the commercial register.

Read:

Read here Deregistration of the legal entity

Source: National Business Center and the e-Albania.