“Nonprofit organization” means associations, foundations, and centers whose activities are carried out independently and without state influence.
“Nonprofit activity” means any economic or non-economic activity provided that the income or assets of nonprofit organizations, if any, are used solely to carry out the purposes set forth in the organization's charter.
Any natural or legal person, domestic or foreign, has the right to establish a nonprofit organization, to be a member of it, or to participate in its governing bodies or administrative staff.
Depending on how they are organized, nonprofit organizations are divided into:
Associations are nonprofit organizations with membership.
Nonprofit membership organizations are established by the free will of natural or legal persons. The minimum number of founding members is five natural persons or at least two legal persons.
Every member has the right to withdraw from the nonprofit organization for any reason. The bylaws may provide rules regarding the liability of the departing member in relation to the organization's obligations and responsibilities toward third parties up to the time of withdrawal. The departing member's liability is the same as that of the other members of the nonprofit organization for activities carried out up to the moment of withdrawal.
The highest governing body of a membership-based nonprofit organization is the general meeting or assembly of all its members. Other governing bodies are elected by and accountable to this highest body.;
Nonprofit organizations without membership are foundations and centers.
Nonprofit organizations without membership are established by one or more individuals or by will. The highest governing body of nonprofit organizations without membership is the board of directors.
Nonprofit organizations subject to this law acquire legal personality once they have been established and registered with the court, in accordance with the conditions and procedures provided by law. The same registration procedures apply to branches of foreign nonprofit organizations.
The founders of the nonprofit organization convene and adopt its articles of incorporation and bylaws, and may authorize one or more persons to carry out the registration procedures.
The conditions set forth in the second paragraph of this article do not apply to foundations established on the basis of a testamentary act. Such foundations, if they meet the legal criteria, must be registered in accordance with the general civil law rules governing the execution of wills.
Initial registration and any subsequent registration is carried out by submitting a registration request to the Court of the Tirana Judicial District. The registration request is submitted in written form or in electronic form, as specified by this law.
The Supreme Judicial Council approves the application forms for registration, as well as the list of supporting documents for each registration entered in the register in accordance with the requirements of the applicable legislation.
Nonprofit organizations that are required to register under the applicable legislation, which sets the rules for establishment, registration, the functioning, organization, and activities of nonprofit organizations, are required to submit to the Court of the Tirana Judicial District the application for initial registration or for other mandatory registrations within 30 calendar days from the date of incorporation or from the date of the factual event and/or the drafting of the mandatory act. (thirty) calendar days from the date of incorporation or from the date of the factual event and/or the drafting of the act required for registration.
Registration in the electronic register of nonprofit organizations is prohibited for organizations with identical or similar names, with names in the genitive case or the corresponding abbreviations of states, cities, geographic regions, international or religious organizations, or institutions of central or local government, without distinguishing suffixes, or with names that are contrary to public order or to the mandatory provisions of law.
The right to register a name is recognized based on the principle of priority in filing the registration application with the court.
The application for the initial registration of nonprofit organizations may be jointly filed by all founders or by any person authorized by them. The application for subsequent registrations is filed by the executive body entitled to represent the organization in dealings with third parties or by any person authorized by them.
The application for initial registration and for other registrations of foreign nonprofit organizations is filed by the legal representative of the branch or of the foreign nonprofit organization, or by any person authorized by one of the aforementioned individuals.
In any event, any other person to whom a special law has granted this right also has the right to request the initial registration or any subsequent registrations.
The initial registration and any subsequent registration is carried out by submitting the registration request, on the appropriate form, to the Tirana District Court in written or electronic form. The application for registration must be accompanied by supporting documents proving the information to be registered.
The accompanying documents must be submitted in the original or as copies certified to be true to the original and must be prepared in the form and manner prescribed by the relevant legislation or by the provisions of this law. Attached documents may also be submitted in electronic format, in accordance with the provisions of Chapter V of this law.
Accompanying documents must not contain any uncorrected or erased entries, in accordance with the relevant legal provisions, and their contents must be clearly visible, legible, and allow for the creation of an electronic image of the document.
Attached documents must be in Albanian. The applicant, together with the Albanian-language document, may also submit a certified translation into a foreign language. Private letters 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.
Non-profit organizations are registered in the electronic register by submitting an application for initial registration, completed with all mandatory information required by this law, the statute and the founding act, the acts of appointment of the decision-making bodies, including the act appointing the nonprofit organization's legal representative, if not included in the above-mentioned acts, as well as any other acts necessary for its establishment under applicable law.
For foundations established by a testamentary act, the will and the statute, when drafted and approved by the executor of the will, shall be filed together with the initial registration application, completed with all information required by this law.
Branches of foreign nonprofit organizations, in addition to meeting the other requirements of applicable legislation, register by submitting an initial registration application completed with all mandatory information under this law, as well as:
a) the founding act and the statute of the foreign nonprofit organization, when these are two separate documents or, in their absence, the equivalent founding instrument under foreign law, as well as their full text with subsequent amendments;
b) documentation proving the registration of the foreign nonprofit organization in the foreign jurisdiction;
c) documentation proving the current status of the foreign nonprofit organization, issued within a period not exceeding 90 (ninety) days from the date of submission of the request, with registration and representation details, including information on whether it is in liquidation or bankruptcy proceedings;
c) the decision or other acts of the competent body of the foreign nonprofit organization under foreign law for opening a branch in Albania.
For the initial registration of nonprofit organizations, the following information is mandatory:
a) name;
b) form of organization;
c) date of establishment;
c) the identifying data of the founders, in each case providing the first name, last name, place of birth, date of birth, address of residence, identity number, as well as their electronic contact details. In cases where the founder is a legal entity, the mandatory information to be registered is the name of the legal entity, its legal form, the unique identification number, the date of establishment and registration, the registered office, the name of the legal representative of the entity or of the persons responsible for representing the entity in relations with third parties, as well as their electronic contact details;
d) headquarters;
d) purpose and scope of activity;
e) the duration, if specified;
e) members of the governing bodies, providing in each case their first name, last name, place of birth, date of birth, identity number, as well as their electronic contact details;
f) the identification data of the persons responsible for the administration and representation of the non-profit organization in its relations with third parties, in every case providing first name, last name, place of birth, date of birth, place of birth, residence address, identity number, and their electronic contact details, their powers of representation, as well as the terms of their appointment;
g) the composition and endowment value of the founding fund in the case of a foundation;
gj) signature specimens (signatures) of the persons who represent the nonprofit organization before third parties.
Nonprofit organizations acquire legal personality on the day the court's decision to register them becomes final. Upon acquiring legal personality, the nonprofit organizations are registered by the electronic registry secretariat in the electronic register of nonprofit organizations.
The highest decision-making body of a nonprofit organization without membership is the board of directors, which may go by various titles, while for those with membership it is the general meeting of its members.
In accordance with procedures established by law or its bylaws, the nonprofit organization's highest decision-making body meets at least the number of times provided in the bylaws and within the timeframes set for those meetings, but in any case no less than once a year.
The nonprofit organization has a single or collegial senior executive body, which, as the case may be, may be called executive director, president, executive council, etc.
The daily operations and the execution of the programs established by the nonprofit organization's highest decision-making body are carried out by the highest executive body.
The rules governing the activities of the highest executive body are set by the statute and by the acts of the highest governing or decision-making body.
Nonprofit organizations have the right to carry on any lawful activity for the purpose of realizing or supporting the aim and object of the activities provided for in their bylaws.
When the exercise of an activity is subject to the requirement of obtaining a permit or license, the nonprofit organization submits its application to the competent authority, which, after determining that it meets all applicable legal criteria and procedures, issues the appropriate permit or license.
The judge, in the registration decision, must also rule on the fulfillment of the obligation to conduct the required search and to obtain the relevant permit or license as a condition for the nonprofit organization to carry out the activity that is subject to permitting or licensing. A copy of the permit or license obtained by the nonprofit organization, certified in accordance with the law, is filed in the relevant court registry.
The nonprofit organization, in order to achieve its purpose and the object of its activities, has the right to engage in economic activities.
A nonprofit organization may carry on economic activities without needing to create a separate entity for this purpose, provided that this activity is in accordance with the purposes of the nonprofit organization, to have been declared as one of the sources of income and provided that this activity does not constitute the primary purpose of the organization's activities.
If the nonprofit organization, through the conduct of economic activities, realizes profits, they must be used to fulfill the objectives set forth in the statute and the founding document.
According to Instruction No. 24, dated 02.09.2008 , “On Tax Procedures in the Republic of Albania,” the documentation required for registration with the tax administration is as follows:
Upon receiving the NIPT certificate (Unique Identification Number), the entity is also provided with a password to be used for online declarations.
In cases where a taxpayer is found to be operating without being registered with the tax authorities, they shall be penalized by the tax administration according to the provisions of Law No. 9920, dated 19.05.2008 , “On Tax Procedures in the Republic of Albania,” as amended.
Read also Operating as an NGO or Public Entity
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