Background
Key Features
Entities Subject to Registration
Term for Registration
Registration Procedure
Fees
Appeal

Background
The National Registration Centre is a new public entity established and governed by the Law on the National Registration Centre (9723/2007). The new law abolished the Law on the Commercial Register and Formalities for Commercial Companies (7667/1993) and certain provisions of the Law on the First Part of the Commercial Code (7632/1992).
Law 7667/1993 governed the registration of commercial companies and individuals engaging in commercial activities. Pursuant to the law, the Commercial Register was centralized and was kept by the Tirana District Court; the registration of commercial entities and entrepreneurs in the Commercial Register was subject to the decision of the court.

Key Features
Pursuant to the new law, the National Registration Centre is a public entity which has its legal seat in Tirana and is operated under the authority of the Ministry of Trade. All city halls and communes acting as local offices of the National Registration Centre may provide services related to registration and additional filings with the Commercial Register.
The National Registration Centre:

• administers the Commercial Register;
• defines the procedures for registration and filing by entities subject to registration;
• specifies the entities that are subject to registration;
• registers commercial companies in the Commercial Register;
• registers entities with the tax authorities, the social and health insurance authorities and the Labour Inspectorate;
• issues extracts, certificates and authenticated copies of acts filed with the National Registration Centre;
• issues administrative authorizations, licences and permits after approval by the competent authority; and
• publishes the information contained in the register and ensures that the latter is available to the public.

The structure of the National Registration Centre was decided by the prime minister on the proposal of the ministry. The new law has significantly improved the registration procedure by (i) decentralizing the Commercial Register for the purpose of registration and the issuance of administrative permits and authorizations, and (ii) introducing an electronic version of the register (under the previous law, all information filed with the register was dealt with manually).

Entities Subject to Registration
Pursuant to the new law, the following entities are subject to registration in the Commercial Register:

• individuals engaging in economic and commercial activities;
• simple companies (ie, non-commercial companies);
• commercial companies;
• branches and representative offices of foreign companies;
• savings and credit unions;
• mutual companies; and
• any other entity which must be registered under Albanian law.

Term for Registration
Pursuant to the new law, the term for filing an application for registration in the Commercial Register is 15 days from: (i) the date of commencement of activities for individuals/sole entrepreneurs, simple companies and branches and representative offices of foreign companies; or (ii) the date of incorporation for commercial companies, savings and credit unions and mutual companies.
The term for filing any other applications with the Commercial Register is 30 days.
In addition, the new law provides that any entity may reserve a company name for future registration. In such case the National Registration Centre will refuse to register any other entity with the same denomination for 30 days. Upon expiry of this term, the interested party may reserve the denomination for another 30 days.

Registration Procedure
Following the entry into force of the new law, an application for registration may be filed with any local office of the National Registration Centre (instead of the Tirana District Court), regardless of where the legal seat of the entity will be located. Individuals and entities must fill an application form and submit it to the officer in charge at the city hall or commune, along with the necessary documentation. Applications for registration or any other filings with the Commercial Register may be done electronically in accordance with the relevant legislation. All information filed with the Commercial Register shall be kept electronically.
The officer must assist the individual or entity in submitting the application form. The officer must ensure that:

• the application form is correctly filled in;
• the information in the application form matches the information contained in the accompanying documentation; and
• the application is complete.

The National Registration Centre may not verify the accuracy of the information provided in the application form and the authenticity of the accompanying documentation. The National Registration Centre must register the entity within 24 hours of submission of the application. Upon registration in the Commercial Register, the entity is provided with a unique identification number generated by electronic means. This number will also serve as identification number for the Labour Inspectorate and for tax purposes. In addition, the new law provides for the implicit registration of entities should the National Registration Centre fail to give an answer to the interested party within 24 hours of submission of the application form.
Under the new law, unlimited partnerships, limited partnerships and limited liability companies need not file their articles of incorporation and bylaws if these were included in the application form. With regard to branches and representative offices, the parent company must submit financial statements for the past financial year.
Upon registration with the National Registration Centre, an entity is automatically registered with the tax authorities and the Labour Inspectorate. The National Registration Centre issues administrative authorizations and/or permits after approval by the competent authorities. The Council of Ministers shall define the types of administrative authorization and/or permit which may be issued by the National Registration Centre and the procedures which must be followed.

Fees
The fees for registration with the National Registration Centre shall be specified by the Council of Ministers upon proposal of the ministry. The fees must be published on the premises of any local office providing such services and on the official website of the National Registration Centre.

Appeal
Should any interested party disagree with an act or omission of a local officer, the party may appeal to the chief of the National Registration Centre within 30 days of the act or omission. The appeal may be filed at the legal seat of the National Registration Centre or at any of its local offices. Should the National Registration Centre fail to issue copies or extracts of documents as requested by the interested party, the 30-day term starts five days after the filing of the application.

For further information please contact Besa Tauzi at Boga & Associates by telephone (+355 42 51 050) or by fax (+355 42 51 055) or by email (btauzi@bogalaw.com).

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