Dissolution of the limited liability company

Voluntary deregistration

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

Voluntary deregistration for legal entities Articles 190–203 of Law No. 9901/2008 “For merchants and trading companies” proceeds in two phases.

Once the commencement of liquidation procedures has been recorded, and before carrying out the entity's deregistration, in accordance with the law. No. 9920, dated 19.05.2008, “Tax Procedures in the Republic of Albania,” as amended, Article 45, the authorized officer (registrar) is required to notify the tax authorities and, within the statutory deadline of 30 calendar days, await confirmation regarding the entity's tax status (i.e., whether it has any obligations).

Read also The life cycle of a business.

The commencement of liquidation procedures (liquidation in a state of solvency) is carried out in two forms:

Commencement of the liquidation procedure: appointment of the liquidator (First phase)

Accompanying documentation:

• Identification document of the legal representative/liquidator (if he is the applicant).
• If the applicant is different from the legal representative/liquidator, a Power of Attorney must be filed.
• The decision of the company's general assembly to initiate liquidation proceedings or the court's decision appointing the liquidator pursuant to Article 191(2) of the law. No. 9901, dated April 14, 2008 “For Merchants and Trading Companies.
• The names of the initial liquidators and their powers to represent the company.
• The liquidators affix their signature (Article 194 of the law) No. 9901/2008).
• The liquidators also notify the National Registration Center of any changes to their identity and their representative tags for registration.

Upon the commencement of liquidation proceedings, the company's registered name is followed by the notation “In liquidation.”.

Dissolution of the legal entity: Application (Second Phase)

The dissolution of the legal entity may not be carried out before the expiration of the period for creditors to file their claims (Law No. 9901/2008, as amended, Article 199(1)).

Accompanying documentation:

• The liquidator's identification document (if he is the applicant).
• If the applicant is different from the liquidator, the Power of Attorney must be filed.
• The company's balance sheet at the commencement of liquidation and the final balance sheet at the conclusion of these proceedings. (Article 198)
• The liquidator's report on the liquidation procedure.
• The decision of the General Assembly to approve the liquidation report and to discharge the liquidators from office.

Voluntary deregistration for branches and representative offices of foreign companies and for simple societies is carried out through an application for deregistration and the filing of the relevant documents, which certify the performance and completion of liquidation procedures, in accordance with applicable legislation.
Deregistration will not be carried out if the interim acts of the liquidation process have not been notified to and filed with the Commercial Register.

Deregistration by decision of other authorities

Deregistration from the Commercial Register by decision of other authorities is carried out on the basis of:

1. a non-appealable court decision;
2. a final decision of another public authority when provided for by special laws;
3. in cases of the invalidity of legal persons, after the judicial closure of liquidation, in the event of bankruptcy, or in other cases provided for by law.

Consequences of registration

The business name will be considered taken for a period of six months from the date of deregistration.

1. The deregistration of legal entities from the Commercial Register results in the loss of the entities' legal personality.
2. The deregistration from the Commercial Register of natural persons, branches, and representative offices of foreign companies, and simple partnerships has declarative effect.
3. Delisted entities are liable for any outstanding obligations to third parties and to public authorities, in accordance with applicable law.

Source: National Business Center