Key Takeaways
- All commercial entities operating in Albania must register through the National Registration Centre (QKB), which administers incorporation under Law No. 9901/2008 "On Entrepreneurs and Companies."
- Foreign investors are required to maintain a physical registered office address within Albanian territory as a condition of legal establishment in the jurisdiction.
- Beneficial ownership information must be disclosed and filed with the QKB, making UBO registration a statutory compliance obligation rather than an optional disclosure.
- The applicable incorporation requirements in Albania vary by entity type, sector of operation, and ownership structure, meaning businesses in regulated industries may face additional licensing obligations beyond standard company registration.
Entity formation in Albania is governed by Law No. 9901/2008 "On Entrepreneurs and Companies," administered through the National Registration Centre (QKB), which serves as the primary registry for all commercial entities. Understanding the incorporation requirements in Albania is a prerequisite for any foreign investor seeking to establish a legal presence in the country.
This article addresses the structural, documentary, and administrative requirements applied during and after the registration process. Failure to satisfy these requirements can result in rejection of the registration application or inability to operate legally within the jurisdiction.
Albania company registration requirements differ depending on the entity type selected, the sector in which the business will operate, and the ownership structure of the applicant. Specific industries may also carry additional licensing obligations beyond standard corporate registration.
The Law on Companies provides the legislative basis for all formation rules referenced throughout this article. Foreign investors, joint venture partners, and non-resident entrepreneurs establishing a first presence in the country will find this article most directly applicable to their situation.
Minimum Share Capital Requirements in Albania
Albania minimum share capital requirements differ by legal form. For a Shoqëri me Përgjegjësi të Kufizuar (SHPK), the Albanian Commercial Register does not impose a statutory minimum capital threshold, though the entity must define an authorized capital structure in its founding documents. Capital contributions are verified at the point of registration through the National Business Center (Qendra Kombëtare e Biznesit, QKB).
Paid-up capital must be deposited into a dedicated bank account prior to completing the registration process. The SHPK minimum capital Albania rules do not require ongoing replenishment obligations beyond the initial deposit, making it a one-time incorporation requirement rather than a recurring statutory duty. Albanian company law operates on a par value share system.
| Parameter | Detail |
|---|---|
| Minimum Authorized Share Capital | No statutory minimum for SHPK |
| Maximum Authorized Share Capital | No statutory maximum |
| Minimum Paid-Up Capital | No statutory minimum |
| Paid-Up Requirement at Incorporation | Must be deposited in full before registration is finalized |
| Accepted Currency | Albanian Lek (ALL); foreign currency contributions permitted if valued in ALL |
| Accepted Forms of Contribution | Cash and in-kind contributions (subject to valuation) |
| Timeframe to Deposit Capital | Prior to submission of registration documents to QKB |
Even without a statutory floor, the QKB requires the SHPK's founding act to specify the authorized capital amount and each member's contribution. Leaving this undefined will result in a rejected registration.
Company Secretary Requirements in Albania
Albanian law does not impose a mandatory company secretary requirement for a Shoqëri me Përgjegjësi të Kufizuar (SHPK), the most common private entity structure. Albania company secretary requirements, in the formal sense used by common law jurisdictions, have no direct equivalent under the Law on Entrepreneurs and Commercial Companies. Core administrative and compliance functions are instead handled by the administrator, a managing role registered with the National Business Center (QKB).
Albania corporate secretary obligations, where they exist, are typically absorbed by the administrator or an appointed legal representative. This person acts as the primary point of contact with public authorities and holds responsibility for maintaining statutory records and executing filings with the QKB.
Qualification criteria for who may serve in this administrative capacity:
- Natural persons only; a legal entity cannot serve as administrator.
- No Albanian residency requirement; foreign nationals may be appointed.
- The individual must have full legal capacity under Albanian civil law.
- No professional licensing or membership in a regulated body is required.
- Persons subject to court-imposed disqualifications from commercial activity are ineligible.
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Registered Office Requirements in Albania
Albania registered office requirements are governed by the Law on Entrepreneurs and Commercial Companies (Law No. 9901/2008), which mandates that every registered entity maintain a valid legal address within the country's territory at all times. Failure to maintain a compliant address can result in administrative penalties and, in serious cases, grounds for forced dissolution initiated by the National Business Center (QKB).
- A physical address is required; P.O. boxes do not satisfy the legal address requirement under Albanian company law.
- Virtual office addresses may be used provided the arrangement gives the company a genuine, documentable presence at that location.
- The registered address must be located within Albania; foreign addresses are not accepted by the QKB.
- Supporting documentation, such as a property ownership title or a lease agreement, must substantiate the address at the time of registration.
- The registered address is publicly listed in the QKB national registry and is accessible to third parties.
- Any change to the company domicile must be formally reported to the QKB; the updated address must be registered before it takes legal effect.
Director Requirements in Albania
Under Albanian law, a person appointed as administrator (the equivalent of a director) of a Shpk or Sha assumes direct statutory duties governed by Law No. 9901/2008 "On Entrepreneurs and Companies," including obligations of loyalty, care, and confidentiality toward the entity. Liability for breach of these duties can extend to personal assets where the administrator acts outside the scope of their mandate or causes damage through gross negligence.
| Parameter | Detail |
|---|---|
| Minimum Number of Directors | One administrator is required. |
| Maximum Number of Directors | No statutory maximum; the articles of association define the number. |
| Local/Resident Director Required | No statutory residency requirement exists. |
| Nationality Restrictions | No nationality restrictions are imposed. |
| Minimum Age Requirement | The administrator must be at least 18 years of age. |
| Corporate Directors Permitted | Corporate administrators are not permitted; the role must be held by a natural person. |
| Director Must Be a Shareholder | No requirement for the administrator to hold shares in the company. |
| Publicly Listed on Registry | Administrators are registered with the National Registration Centre (QKB) and are publicly visible. |
| Disqualification Conditions | A person convicted of certain criminal offences or subject to a court-imposed prohibition may not serve as administrator. |
Unlike many European jurisdictions, Albania does not require even one locally resident administrator, meaning a Shpk can be managed entirely by foreign nationals with no Albanian presence at the director level.
Shareholder Requirements in Albania
A Shoqëri me Përgjegjësi të Kufizuar (SHPK) requires at least one shareholder, permitting a sole-shareholder structure. Albanian Albania shareholder requirements incorporation rules impose no statutory maximum on the number of shareholders.
Nationality and Residency Restrictions
Albania company ownership rules place no nationality or residency requirements on shareholders. Foreign individuals and entities may hold 100% of the ownership without restriction under Albanian law.
Corporate Shareholders
Corporate entities are permitted to act as shareholders in an SHPK. No special conditions are attached solely on the basis of the shareholder being a legal person rather than an individual.
Shareholder Liability
Shareholder obligations Albania are bounded by each member's capital contribution. Liability does not ordinarily extend beyond the subscribed share, though courts may pierce the corporate veil in cases of fraud or abuse of the legal form.
Register of Shareholders
A register of shareholders must be maintained and filed with the National Registration Centre (QKB). Updates are required when ownership changes occur, and the register is accessible through the QKB's public database.
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UBO / Beneficial Ownership Registration Requirements in Albania
Albania beneficial ownership registration requirements are governed primarily by Law No. 112/2020 "On the Register of Beneficial Owners," which defines a beneficial owner as any natural person who ultimately owns or controls more than 25% of shares, voting rights, or ownership interest in a legal entity.
- Identify all natural persons meeting the 25% ownership or control threshold before registration.
- Submit beneficial owner information to the National Business Centre (Qendra Kombëtare e Biznesit) at the point of company registration.
- File updates within 30 days whenever a change in beneficial ownership occurs.
- Retain supporting documentation that evidences the ownership or control chain.
| Parameter | Detail |
|---|---|
| Ownership Threshold for UBO Status | 25% of shares, voting rights, or ownership interest |
| Filing Authority | National Business Centre (Qendra Kombëtare e Biznesit) |
| Disclosure Deadline at Incorporation | At the point of registration |
| Publicly Accessible Register | Yes |
| Penalties for Non-Disclosure | Administrative fines under Law No. 112/2020 |
| Ongoing Update Obligation | Within 30 days of any change |
KYC / Document Requirements in Albania
Albania KYC document requirements incorporation are governed primarily by Law No. 9917 "On the Prevention of Money Laundering and Terrorism Financing," administered by the General Directorate of Anti-Money Laundering. All founders, directors, and beneficial owners must be identified and verified before the National Registration Centre (QKB) processes the incorporation filing.
Individual / Personal Documents
- Valid passport or national identity card for each individual director, shareholder, or beneficial owner
- Proof of residential address dated within three months, such as a utility bill or bank statement
- Completed declaration of beneficial ownership, signed by the relevant individual
- Tax identification number or equivalent fiscal identifier from the individual's country of residence
Corporate Documents
- Certificate of incorporation or equivalent constitutional document for each corporate shareholder or director
- Articles of association or equivalent governing document, confirming the entity's structure
- Current register of directors and shareholders from the corporate entity's home jurisdiction
- Proof of registered office address for the corporate entity
Source of Funds Documentation
- Recent bank statements, typically covering the preceding three to six months
- Audited financial statements where the subscribing entity or individual is a registered business
- Written declaration of the source of capital if bank documentation is insufficient
Notarisation and Apostille Requirements
- Foreign public documents generally require an apostille under the Hague Convention before submission in Albania
- Certified translations into Albanian are required for all documents not originally issued in Albanian
- Notarisation by a local Albanian notary may be required for certain declarations signed domestically
Submission of foreign corporate documents without a valid apostille and certified Albanian translation is the most frequent cause of registration rejection at the QKB.
Company Name Requirements in Albania
Albania company name requirements are assessed by the National Registration Centre (QKB) at the point of incorporation. Each proposed name undergoes a uniqueness check against the national business register to confirm it is not identical or deceptively similar to an existing entity.
Names must be in Albanian and include a legal suffix that identifies the entity type, such as "Sh.p.k." for a limited liability company. No specific character limit is formally prescribed, but the name must be clearly legible and unambiguous.
Certain words are restricted. Terms implying government affiliation, national significance, or regulated activities such as "bank" or "insurance" require prior authorisation from the relevant supervisory authority before the QKB will accept the name.
Name reservation is available through the QKB prior to filing full incorporation documents. The reservation period is generally short-term, and your business must complete registration within that window to retain exclusive rights to the name.
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Conclusion
Albania company incorporation requirements are defined across several layers of national legislation, including the Law on Entrepreneurs and Commercial Companies (Law No. 9901/2008) and supervised by the National Registration Centre (QKB). The requirements covered in this guide span structural, administrative, and compliance obligations that apply to most foreign investors establishing a presence here.
Among the more consequential considerations are beneficial ownership registration with the QKB and maintaining a physical registered office address within Albanian territory. Once these obligations are understood, the practical next step is executing the registration process and maintaining ongoing statutory compliance.
Expanship's Corporate Services for Albania Expansion
Expanship assists businesses working through Albania business expansion requirements, from preparing formation documents to maintaining ongoing compliance with the National Business Center and tax authorities. Albania's UBO registration obligations, registered office rules, and director requirements each carry specific procedural steps, and our role is to handle that operational workload so your team can focus elsewhere.
Beyond initial registration, our services cover a broad range of formation and post-incorporation needs:
- We prepare and file all company registration documents with the relevant Albanian authorities.
- Our team provides registered agent and office address services in Albania.
- We liaise directly with government bodies and regulatory agencies on your behalf.
- Post-incorporation compliance management keeps your entity in good standing over time.
- Banking introduction assistance helps connect your business with suitable local financial institutions.
- We handle tax registration and coordinate with local authorities as required.
To discuss your Albania setup, contact Expanship Albania.
Frequently Asked Questions (FAQ)
A foreign national can serve as the sole director of an Albanian entity without a residency requirement. Albanian law under the Law on Entrepreneurs and Commercial Companies (Law No. 9901/2008) does not mandate that directors hold Albanian residency or citizenship. You will, however, need valid identification documents and, where applicable, an apostilled or notarised power of attorney if acting through a representative during registration.
Failure to register beneficial ownership information with the National Business Centre (QKB) constitutes a compliance violation under Albania's anti-money laundering framework. Sanctions can include administrative fines, and persistent non-compliance may result in the suspension of business registration. The obligation applies regardless of whether the ultimate beneficial owner is a resident or non-resident of Albania.
Albanian company names must be distinguishable from existing registered entities in the QKB database and cannot include terms that imply state affiliation without authorisation. Name availability can be checked and reserved through the QKB prior to completing the full incorporation filing. Names containing regulated terms, such as "bank" or "insurance," require sector-specific approval from the relevant supervisory authority before registration proceeds.
Foreign shareholders are required to submit identification documents that are either apostilled or notarised and, where the originals are not in Albanian, accompanied by a certified translation. Albania is a signatory to the Hague Apostille Convention, so documents issued in member states follow the standard apostille process. Documents originating from non-member states require full legalisation through the Albanian embassy or consulate of the issuing country.
Law No. 9901/2008 explicitly permits the formation of a single-member Sh.p.k., meaning one individual or legal entity can hold 100% of the shares. This applies to both Albanian and foreign nationals, making sole-ownership structures viable for wholly-owned subsidiaries of foreign parent companies. There is no requirement to add a local partner or nominee shareholder to satisfy ownership thresholds under Albanian corporate law.
If your registered office address ceases to be valid, you are required to notify the QKB and update the registration records promptly. Operating with an outdated or non-functional registered address can expose the company to service-of-process failures and potential compliance flags during regulatory checks. The update is processed through an amendment filing at the QKB, and the new address must correspond to a physical location within Albanian territory.
Legal Disclaimer
The information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change, and the application of laws can vary widely based on specific facts and circumstances.
Readers should not act upon this information without seeking professional counsel tailored to their individual situation. Expanship and its authors disclaim any liability for actions taken or not taken based on the content of this article.
For specific advice regarding your business setup, compliance requirements, or any legal matters, please consult with qualified legal and tax professionals in the relevant jurisdiction.
