ADDRESSED TO ALL INTERESTED PARTIES…
“A. R. S Legal & Financial Services” ltd, has prepared this summary wishing to clarify for all interested parties and affected entities, the content of law no. 112/2020 “On the Register of Beneficiary Owners”.
Meaning of terms:
“Beneficiary Owner” – the individual who ultimately owns or controls the entity and / or the individual on whose behalf a transaction or activity is being conducted and includes at least:
– An individual who ultimately owns or controls a legal entity, through direct or indirect ownership of a sufficient percentage of the shares or voting rights or equity interests of that entity, including through holding or control through other means, or benefits from transactions carried out by the legal person on its behalf
– The founder or legal representative or the individual who exercises the last effective control in the administration and control of non-profit organizations, including foundations, associations, centers, as well as branches of non-profit organizations
“Reporting entity” – a legal entity registered in the Republic of Albania, which has the legal obligation to register the beneficial owners in the Register of Beneficiary Owners.
“Compulsory entity” – entities subject to the law on prevention of money laundering and terrorist financing.
“Direct ownership” – the ownership held by an individual of 25% or more of shares / equity shares or ownership interests in a reporting entity.
“Indirect ownership” – ownership held or exercised by the same individual in one or more legal entities, which individually or jointly owns 25% or more of the shares / equity shares or ownership interests in an entity reporting;
“Register of Beneficiary Owners” – a state electronic database, in which are registered the data of the beneficial owners of the entities that have the obligation to report them, which collects in real time the data registered in the respective state registers administered by the relevant state institutions, as well as serves as the official electronic archive and ensures transparency in the field of beneficiary owners.
REPORTING ENTITIES AFFECTING THIS LAW:
a) limited liability companies;
b) joint stock companies;
c) collective societies;
d) limited partnerships;
e) representative offices and branches of foreign companies;
f) savings and loan associations and their unions;
g) mutual cooperation companies;
h) agricultural cooperation companies;
i) any other legal entity, which by law is obliged to register with the NBC;
j) non-profit organizations, including foundations, associations, centers, as well as branches of foreign non-profit organizations, registered in the register of non-profit organizations in the Republic of Albania;
k) legal entities and enterprises, whose shareholders, in addition to the central and / or local institutions of the Republic of Albania, are also other Albanian and / or foreign individuals / legal entities.
INSTITUTION RESPONSIBLE FOR REGISTER ADMINISTRATION is the National Business Center.
DATA’S REPORTED TO THE NBC BY THE REPORTING ENTITY:
I. Identification data
a) for Albanian citizens
– name and surname;
– personal identification number;
– date of birth;
– citizenship;
– address of permanent residence;
b) for foreign citizens
– name and surname;
– personal identification number;
– date of birth;
– passport number and issuing country;
– date of issuance and expiration of the passport;
– citizenship;
– address of permanent residence;
c) for refugees / stateless persons
– name and surname;
– travel document number;
– date of birth;
– the country that issued the travel document;
– date of issuance and expiration of the travel document.
II. Date of determination of the individual as beneficial owner.
III. Type and percentage of ownership:
– Direct;
– Indirect
ENTITIES THAT ARE LEGITIMATED TO REALIZE THE INITIAL DATA REGISTRATION AND THEIR UPDATE
The initial registration of data entry is done by the authorized person to represent the reporting entity.
The update or change of the data registered in the register is done by:
a) the person authorized to represent the reporting entity;
b) The National Business Center, based on the data obtained from the competent state authorities, in cases when the data registered in the register do not match the data in the possession of the competent state authorities.
DEADLINE FOR REALIZATION OF THE REGISTRATION
– within 30 calendar days from the date of registration of reporting entities, in the case of initial registration of beneficial owners;
– within 30 days from the date of occurrence of the actual change, in the case of registration of changes in the data of the beneficial owners of reporting entities
– Existing reporting entities must register the data required by this law for their beneficiary owners no later than 60 calendar days from the creation of the register,
DETECTION OF DISCONNECTIONS IN THE DATA AND ADJUSTMENT PROCEDURE
– the obligated subject notifies the reporting subject and the National Business Center;
– upon receipt of the notification, the NBC within 2 working days publishes the notification in the register, as well as notifies in writing the reporting subject for the ascertainment notified by the obligated subject;
– reporting subject within 20 calendar days from the date of notification of the National Business Center have:
1. to update in the register the data for their beneficiary owners, according to this law, if the ascertainment of the obligated subject is correct, or;
2. to confirm in the register the data for their beneficiary owners, previously registered, if the ascertainment of the obligated subject is not correct;
PENALTIES
– in case the reporting entity does not update or confirm the data on their beneficiary owners within 20 calendar days from the date of notification of the NBC, the NBC and the authority responsible for maintaining the Register of Non-Profit Organizations will terminate their services for reporting entities up to:
1. updating the data for their beneficiary owners in the register and payment of the fine in case this non-update constitutes an administrative contravention according to article 13; or
2. confirmation in the register of data on their beneficial owners, previously registered in the register
DATA THAT BECOMES PUBLIC
The data registered in the Register of Beneficiary Owners, which will be freely accessible and public are:
a) name and surname of the beneficiary owner;
b) citizenship;
c) year and month of birth;
d) the date of determination of the individual as beneficial owner;
e) type and percentage of ownership:
– direct
– indirect.
WITHDRAWAL OF THE EXTRACT
To withdraw the extracts from the Register of Beneficiary Owners, any interested person must contact the NBC with a Written Request and within 5 days the NBC issues the extract within 5 days.
RIGHTS OF THE REGISTERED BENEFICIARY OWNER
Lawsuit against the reporting entity in the competent court, in order to prove that he is not the beneficial owner of this entity.
ADMINISTRATIVE COMPLAINT / COMPLAINT DEADLINES
– Any interested party has the right to file an administrative complaint against the actions or omissions of the NBC for registrations and publications.
The appeal is made within 30 calendar days from the date of publication in the Register of the decision to accept or reject the registration;
– Any interested person has the right to complain administratively when the NBC does not provide information. The deadline of 30 calendar days for filing a complaint begins after 10 working days from the date of filing the request for information.
– Any interested person has the right to appeal administratively when the NBC does not issue extracts
The administrative appeal is submitted not earlier than 7 calendar days and not later than 45 calendar days from the date of expiration of the deadline set according to the provisions of this law for the issuance of the extract. The decision given after the review of the administrative appeal or inaction can be appealed directly to the competent administrative court according to the Code of Administrative Procedures.
COMPETENT ADMINISTRATIVE COMPLAINT BODY is the Head of NBC
COMPLAINT FORM should be done according to the forms and procedures defined by the Code of Administrative Procedures,
ADMINISTRATIVE OFFENSES
1. Reporting entities and persons authorized to make the registration are responsible according to
applicable laws on the veracity of facts, notified data and documents accompanying, deposited in the electronic register.
a) initial non-registration of data on its beneficiary owner (within 30 calendar days from the date of registration of reporting entities, in the case of initial registration of beneficiary owners) is punished by a fine in the amount of 500,000 (five hundred thousand) ALL;
b) non-registration of any change in the registered data and accompanying documents, which are deposited in the register (within 30 days from the date of occurrence of the actual change, in the case of registration of changes in the data of beneficial owners of reporting entities) is punished with a fine in the amount of 250,000 (two hundred and fifty thousand) ALL;
c) non-fulfillment of the obligation of the existing reporting subjects for the registration of the data required by this law within (60 calendar days from the creation of the register) is punished with a fine in the amount of 250 000 (two hundred and fifty thousand) ALL.
3. For the above violations is punished with a fine of 150 000 (one hundred and fifty thousand) ALL also the legal representative of the registered subject, legal entity.
4. For the subjects, who commit the violations foreseen in letters “a” and “b” mentioned above, for more than once, the fines will be doubled.
THE REGISTER OF BENEFICIARY OWNERS WILL BE CREATED ON 31.1.2021.
