Short answer
LLC is a limited liability company. It is established by natural or legal persons, with a minimum capital of 100 lek, and the partners are not personally liable for its obligations.
Verified on from Andi Haxhillari, Certified Accountant. Compared with Law No. 9901/2008 on traders and commercial companies, Articles 3, 68, 70, 82, 95 and 214, and with Articles 24 and 69 of Law No. 29/2023.
The limited liability company, commonly known as an LLC, is the recommended legal structure when the business carries financial risks, has multiple partners, or aims for growth and investors. Partners are not personally liable for the company's obligations and cover losses only up to the amount of their capital contribution.
It can be established by one or more natural and/or legal persons. The minimum capital is only 100 lekë.
Minimum capital. A limited liability company may not have capital of less than 100 lek. Partners' contributions may be in cash or in kind (movable property, immovable property, or rights).
Legal personality. The company acquires legal personality on the date of its registration with the QKB. From that moment on, the company is an independent legal person and is liable for its obligations with all of its assets.
Quotas. The registered capital is divided among the partners into shares in proportion to each partner's contribution. Shares may be transferred by sale, inheritance, gift, or other means provided by law. The articles of association may condition the transfer of shares by granting partners a right of first refusal.
Distribution of profits. Partners are entitled to share the profit declared in the financial statements in proportion to their shares, except in cases where the articles of association provide otherwise.
The general assembly is the company's decision-making body. It meets at least once a year and makes decisions on key matters such as amending the bylaws, appointing directors, approving the financial statements, distributing profits, and dissolving the company.
Decisions on changing the articles of association, increasing or decreasing capital, distributing profits, reorganization, and dissolution are made by three-quarters of the votes of the participating partners. Other decisions are made by a simple majority.
Read also: How to file the financial statements and the assembly resolution with the QKB.
The general assembly appoints one or more natural persons as administrators. The term of appointment may not exceed five years, with the right to renewal. The appointment takes effect upon registration in the QKB.
The administrator has the right and obligation to manage the business operations, represent the company, maintain the accounting books, and submit the annual financial statements.
Companies with annual revenue of up to 14,000,000 lek pay 0% corporate tax until December 31, 2029, according to Law No. 29/2023. Above this threshold, the company's profit is taxed at 15%. We explain the thresholds and the calculation method in Profit tax rates.
The dividend tax is 81% of the amount of profit distributed to partners, according to Article 59 of Law No. 29/2023. See how the profit is distributed step by step on the page of dividend, while posing the risk of unwarranted withdrawals from the blog for Partnership loan and hidden dividend.
The LLC administrator employed by two businesses is subject to tax on both jobs.
Other tax obligations are dealt with in detail at:
Read also: Sole proprietor or LLC: which structure suits you?
A limited liability company is dissolved when its prescribed term expires, by resolution of the shareholders' assembly, upon the opening of bankruptcy proceedings, if it has not conducted any commercial activities for two years without notifying the suspension, or by court order.
The breach results in the opening of liquidation proceedings under Law No. 9901/2008 “On Traders and Commercial Companies”, articles 190-205.
complete list of the legislation can be found on the QKB's official legislation page..
Yes. Limited liability companies and corporations can also be established by a single natural or legal person.
A natural person is personally liable with all of his assets. A limited partnership (LLP) partner covers losses only up to the value of his capital contribution. An LLP is also the only form that can be sold as an entity.
No. Albanian law does not allow the direct conversion of a natural person into an LLC or vice versa. One must deregister the former and register the latter as a new entity.
At least once a year. The ordinary annual assembly approves the financial statements and decides on the distribution of profits.
Yes. The administrator can simultaneously be a partner in the company. There is no legal prohibition against this.
Read also: How to register an LLC on e-Albania
Read also: Sole proprietor or LLC: which structure suits you?
