Article 46 of Law no.8417, dated 21.10.1998 “Constitution of the Republic of Albania”, as amended, guarantees everyone’s right to be organized collectively for any lawful purpose, and that the registration of organizations or associations in court is completed according to the procedure as provided by law. Organizations or associations that pursue unconstitutional goals are prohibited by law.
Moreover, based on Article 4 of Law no.8788, dated 7.5.2001 “On non-profit organizations”, as amended, any natural or legal person, domestic or foreign, has the right to establish a non-profit organization, to be a member of or participate in the governing bodies or in the administrative staff of the non-profit organization.
An NPO can be organized in the following 3 (three) legal forms, as provided by Article 2 of Law no. 8788, dated 7.5.2001 “On non-profit organizations”, as amended (herein referred to as the ‘Law on NPOs’),
and their activity develops independently and without being influenced by the state.
The Law on NPOs, in Article 3, expressly excludes as subjects: trade unions, political parties and those other non-profit organizations whose activity, organization and functioning are regulated by a separate specific law.
Social enterprise cannot be considered as a special legal form of organization for NPOs. According to Law no. 65/2016 dated 09.06.2016 “On social enterprise in the Republic of Albania”, article 12, the legal form of social enterprise is a non-profit organization, according to the provisions of the legislation applicable to non-profit organizations.
Social enterprises are organized and operate according to Law no.65/2016, dated 09.06.2016 “On social enterprises in the Republic of Albania”, and the recognition of the status of an NGO as a social enterprise, i.e. for an entity created and registered as an NPO, is done by order of the Minister in charge for social issues in the Republic of Albania.
Based on Law no.80/2021 “On the registration of non-profit organizations”, the acts required for the initial registration of non-profit organizations are:
For foundations that are established on the basis of a testamentary deed, together with the request for initial registration, completed with all the mandatory data according to this law, the will and the statute are filed in the cases when they are approved and signed by the testator of the will.
Branches of foreign non-profit organizations, in addition to fulfilling other requirements of the legislation in force, are registered by filing the request for initial registration, completed with all mandatory data as provided by Law no. 80/2021 “On the registration of non-profit organizations”, as well as:
Non-profit organizations, once established, must register with the NPOs Registry which is held at Tirana First Judicial Instance Court, in accordance with the conditions and procedures provided by the law and this must be followed by the registration with the relevant regional tax office and municipality tax section.
The initial registration at court and the depositing of other resolutions of non-profit organizations is carried out by submitting a request for depositing to Tirana First Judicial Instance Court, within 30 (thirty) days from the day of establishment of the NPO.
Non-profit organizations acquire legal personality on the date when the court judgement on NPO registration becomes final. Upon acquiring legal personality, non-profit organizations are registered by the electronic registry secretariat in the electronic registry of non-profit organizations (NPOs Registry).
Registration with the tax authorities and equipment with the Tax Identification Number Certificate (NIPT) is done by submitting the court judgment and other required documents to the regional tax office of the administrative district where the NPO activity will take place.
The documentation submitted for registration to the regional tax office according to Law no.9920, dated 19.5.2008 “On tax procedures in the Republic of Albania”, as amended, is as follows:
Upon receipt of the Tax Registration Number Certificate (NIPT), the NPO is provided the password that will serve for online declarations. For more information on the NPO registration, read here .
After the registration with the regional tax office, the NPO ought to be registered also with the municipality tax section.
The process of establishment and registration of NPOs is associated with certain costs. Costs can vary from 7,000 to 35,000 Lek (this includes printing costs, notarizations, court fees, transportation, labor costs, etc.).
Each NPO that performs the initial registration also bears the obligation to deposit/record any changes on the data which are notified officially and accordingly and in the accompanying documents that are deposited in the electronic NPOs Registry.
In the case of changes to the statute of NPO, their full text is also filed, reflecting the subsequent changes. For branches of foreign non-profit organizations, the statute of the foreign non-profit organization or the equivalent document of establishment, according to foreign legislation, with the full text reflecting the changes made, ought to be filed.
According to Law no.80/2021 “On the Registration of Non-Profit Organizations”, non-profit organizations must register and file the relevant acts, as follows:
The changes that are filed to the relevant Regional Tax Directorate and Local Tax Section in the relevant Municipality are as follows:
Read for more:→ Change Form
If the NPO does not declare for a period longer than 12 consecutive months, or it has decided to terminate its activity for a period of longer than 12 months or indefinitely, and the NPO officially announces this decision, the NPO may become officially into passive status.
The transition to passive status of NPOs is done upon the request of the NPO or by the relevant regional tax office when the following legal conditions are met:
Based on Article 44 of Law no.9920, dated 19.05.2008 “On tax procedures in the Republic of Albania”, as amended, the tax administration transfers the registration of the taxpayer from the active register to the passive register, in the event that at least one of the following conditions is met: a) NPO no longer engages in activity for a tax period of 12 consecutive months; b) does not submit the tax return for a tax period of 12 consecutive months; c) declares suspension of activity in the regional tax office and pays all tax liabilities.
For the entire period that the NPO entity is in “Passive” status, it does not have the obligation to submit tax returns (the generation of returns is stopped automatically).
When the taxpayer resumes activity, the tax administration automatically transfers the registration from the passive register to the active register.
Based on Instruction no.24, dated 02.09.2008 “On Tax Procedures in the Republic of Albania”, as amended, taxable persons transferred to the passive register, if they will resume economic activity, at any time, may request to switch to active registry. The activation of the taxpayer and his transition from the register of passive taxpayers to the register of active taxpayers is done upon the request of the taxpayer, but also by the tax administration based on data established and information administered by it.
In all cases and for all categories of taxpayers, the transition from the passive register to the active register (reactivation) takes place immediately, without being conditioned by unpaid tax liabilities and/or undelivered declarations of the taxpayer. For unpaid liabilities and/or undelivered tax statements, all procedures are applied and all legal steps are taken until these liabilities and obligations are paid and/or fulfilled.
For taxpayers who seek to be reactivated at the regional tax office, as a result of the resumption of the activity/activity, the activation will be done immediately in the system by the relevant Regional Tax Directorate, according to the procedures approved by the General Tax Department. The activation date will be the date of the request of the NPO for reactivation, and the tax liabilities will be those that the taxpayer had on the date when this taxpayer switched to passive status.
For cases where the taxpayer exercises activity even though the taxpayer is in “Passive” status, the legislation on tax procedures provides that the taxpayer will be subject to the corresponding penalties (see Law no.9920, dated 19.05.2008 “On tax procedures in the Republic of Albania”, as amended, and the relevant implementing instruction of the Minister of Finance).
Based on Law no.80/2021 “On Registration of Non-Profit Organizations”, de-registration of a non-profit organizations is carried out:
The de-registration of non-profit organizations from the electronic NPO Registry results in the extinguishment of the legal personality of the NPO.
To de-register an NPO, the following steps are followed:
NOTE: According to the Decision of the High Judicial Council, the electronic NPOs Registry will not be ready prior to December 2023. Meanwhile, all the procedures for initial registrations of NPOs or the depositing of resolutions by NPOs will continue to be followed by submitting the hard copies of the documents at Tirana First Judicial Instance Court, which administers the NPOs Registry.