Company Structuring in AlbaniaCompany Structuring in Albania

The structure of a company determines who controls it, who is liable for its obligations, how profits move and how easily new investors can come in or out. In Albania, these questions arise at incorporation — but also later, when a business grows, adds partners or reorganizes.

Andoni Law & Tax advises founders, shareholders and international groups on company structuring in Albania: from choosing the legal form and drafting the statute to shareholder agreements, group structures and corporate changes, with filings prepared for the National Business Center (QKB) where required.

What This Service Covers

Depending on the situation, our structuring work may include:

• advice on the choice of legal form, such as a limited liability company (SHPK) or a joint-stock company (SHA)
• drafting and review of statutes and incorporation documents
• shareholders' agreements, governance and decision-making arrangements
• holding and group structures, including Albanian subsidiaries of foreign parents
• share or quota transfers, capital increases and other corporate changes
• corporate reorganizations, such as mergers, divisions or transformations, where applicable
• preparation of corporate resolutions and filings with the National Business Center (QKB)
• coordination with tax advisors on the fiscal profile of the chosen structure

When This Service Is Appropriate

Typical situations where structuring advice is useful include:

• a new company is being set up and the form and statute need to be decided
• two or more partners want their rights and obligations clearly documented
• an investor is joining and the shareholding or governance needs to change
• a group is reorganizing its Albanian operations or adding a holding level
• shares or quotas are being transferred or the capital is being changed
• an existing structure no longer fits how the business actually operates

Why Legal Support Matters

Standard incorporation documents rarely address the questions that matter most between partners: what happens if someone wants to leave, how deadlock is resolved, how new capital comes in, who can bind the company. When these points are documented early, later disagreements are easier to manage.

Structure also has consequences beyond company law: it can affect taxation, financing, licensing and a future sale of the business. We review the corporate side and coordinate with tax and accounting advisors where needed, so decisions are not taken in isolation.

How We Work

1. We review the situation and objectives

We look at the existing structure or the planned project, the partners involved, the available documents and the short and long term objectives.

2. We outline the structural options

We explain the realistic options, their practical implications, the documents required and the steps each route involves.

3. We draft the corporate documents

We draft or review statutes, shareholders' agreements, resolutions and transfer documents in line with the agreed structure.

4. We handle the filings

We prepare and follow the filings with the QKB and any other institutions involved, and respond to requests raised during the procedure.

5. We support implementation

We assist with putting the structure into effect and remain available for later changes and follow-up questions.

Frequently Asked Questions

Which company form is most commonly used in Albania?

The limited liability company (SHPK) is a widely used form for both local and foreign-owned businesses. Whether it is appropriate in a specific case depends on the activity, the capital and the shareholders' objectives.

Can an Albanian company be owned by a foreign holding company?

In general, yes. Foreign corporate shareholders are common, although the documents of the foreign entity may need apostilles and certified translations for registration purposes.

Is a shareholders' agreement required by law?

No, but where a company has more than one shareholder it is often advisable, because it can regulate matters the statute does not cover, such as exits, transfers and deadlock.

Can the structure be changed after incorporation?

In many cases, yes — through share transfers, capital changes, amendments to the statute or reorganizations, each following its own procedure and filings. The starting point is a review of the current corporate documents.

Do you advise on the tax effects of a structure?

We review the legal side and coordinate with tax advisors and accountants where needed, so that the corporate structure and its fiscal treatment are assessed together before decisions are made.

Need Help Structuring a Company in Albania?

Contact Andoni Law & Tax to review your current structure or planned project, the documents and the available options. We will explain the practical implications of each choice before you proceed.

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