Business Deregistration

Deregistration of a Registered Business

Legal Reference:

- Law no. 9723, dated May 03, 2007, “On the National Registration Center”, as amended

- Law no. 9901, dated April 14, 2008, “On Entrepreneurs and Companies ”, as amended

- Law no. 9920, dated May 19, 2008, “Tax Procedures in the Republic of  Albania”, as amended

- Law no. 129/2014, On some additions and amendments to the Law no. 9901, dated April 14, 2008, “On Entrepreneurs and Companies ”, as amended

 

Types of deregistration

  1. Solvent Liquidation

A1. For natural persons, Solvent Liquidation is performed through the application for deregistration. This application may be made together with the notice of termination of the economic activity or at a second moment.

A2. For legal persons, branches and offices of representation of foreign companies and for simple companies, Solvent Liquidation is performed through the application for deregistration and depositing of relevant acts, which certify the performance and closure of liquidation procedures, according to the legislation in force.

Solvent Liquidation for Legal Persons Article 190 - 203 of Law no. 9901/2008 “On Entrepreneurs and Companies ”) has two stages:

Once the commencement of solvency procedures has been initiated, before performing the de-registration of the entity, in accordance with the law no. 9920, dated 19.05.2008, “Tax Procedures in the Republic of Albania”, as amended, Article 45, authorized officer (registrar), must notify the tax authorities and wait within 30 days of the legal deadline, the confirmation regarding the entity’s tax condition (if it has liabilities or no).

The commencement of liquidation procedures (liquidation for insolvency) is carried out in two forms:

- Ordinary liquidation. It begins with the dissolution of the company for various consequences and with the appointment of the liquidator.

- Simplified Liquidation. Pursuant to Article 240 of Law no. 9901/2008 may be liquidated through an accelerated procedure if this is decided by all partners or shareholders and when they declare before the court that all the obligations of the company towards the creditors have been settled and all relations with the employee are settled. In the case of simplified liquidation, the Court’s decision on liquidation of the company, through the simplified procedure, must be submitted to the NBC.

 

Beginning of the Liquidation Procedure / Appointment of Liquidator / FIRST PHASE

Supporting documentation:

- Identification document of legal representative / liquidator (if he is the applicant).

- If the applicant is different from the legal representative / liquidator, the Power of Attorney must be deposited.

- The decision of the General Meeting of the Company to initiate the Liquidation Procedure or

The court decision on the assignment of the liquidator under Article 191/2 of Law 9901 of April 14, 2008 “On Entrepreneurs and Companies”.

- The data of the first liquidators and their powers, to represent the company.

- Liquidators submit their signature (Article 194 of Law No. 9901/2008).

- Liquidators also report to the National Registration Center for any changes to their identity and their representation powers.

With the opening of liquidation procedures, the company’s registered name is followed by the note “in Liquidation”. Liquidators should invite 2 times the company’s creditors to file their claims for its solvency. Invitations to creditors must be published on the official website of the NBC (Article 195 of Law No. 9901/2008).

Deregistration of a Legal Person / SECOND PHASE (Deregistration of a legal person can not be made before the expiration of the filing date and claims of creditors (Law 9901/2008, as amended, Article 199 (1)).

Supporting documentation:

  • Liquidator identification document (if he is the applicant).
  • If the applicant is different from the liquidator, the Power of Attorney must be filed.
  • Balance sheet of the company at the moment of liquidation opening and final balance at the closing moment of these procedures. (Article 198)
  • The ratio of the liquidator for the liquidation procedure.
  • General Assembly decision approving the liquidation report and release of liquidators from duty.

Solvent Liquidation for branches and offices of representation of foreign companies and for simple companies is carried out through the application for deregistration and deposit of relevant acts, which certify the performance and closure of the liquidation procedures, according to the legislation in force.

Solvent Liquidation is not carried out if the intermediate acts of the liquidation process have not been notified and deposited with the Commercial Registry.

  1. Deregistration in case of death.

In the event of death of a natural person, deregistration may be effected at the request of any interested party and upon the deposit of the relevant documents. In addition, any interested party may request the deregistration of a natural person from the Commercial Register by filing a court decision by which a person was declared dead.

  1. Deregistration by decision of other authorities

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

  1. a final judgment;
  2. a final decision of another public authority when provided by specific laws;
  3. In the cases of the invalidity of legal persons, after the closure of court liquidation, bankruptcy or other cases provided for by law.

 

The consequences of deregistration:

  1. The name of the business entity shall be deemed to be occupied, for a period of 6 months from the date of deregistration.
  2. Deregistration of legal persons from the Commercial Register results in the loss of the legal personality of the subjects.
  3. The deregistration from the Commercial Register of natural persons, branches and offices of representation of foreign companies and simple companies shall have declaratory effect.
  4. The deregistered entities are liable for outstanding liabilities to third parties and to public authorities, in accordance with the legislation in force.