LAW no. 112/2020 “ON THE REGISTER OF BENEFICIARY OWNERS”
The object of the law is: “Regulation of the definition of the beneficiary owner, the obligated subjects, which must register the beneficiary owners, the creation, functioning and administration of the Register of Beneficiary Owners, the procedure and the manner of registration and keeping the registered data of beneficiary owners, as well as punitive measures in case of non-registration of beneficiary owners.”
This law is divided into 6 (six) chapters:
Chapter I defines in general terms the Object, field of application and Definitions of the various terms used in the law. The law applies to reporting entities, legal entities registered in the Republic of Albania such as: Limited liability companies, joint stock companies, general partnerships, limited partnerships, representative offices and branches of foreign companies, savings and credit associations and their unions , mutual cooperation companies, agricultural cooperation companies, any other legal entity, which by law is obliged to register with the NBC, non-profit organizations.
Understanding the most important terms of the law:
“Beneficiary Owner” means the individual who ultimately owns or controls the entity and / or the individual in whose name a transaction or activity is being conducted and includes at least:
-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 the holding of shares, or through control through other means, or benefits from transactions carried out by the legal person on its behalf
-Founder or legal representative or individual who exercises the ultimate effective control over the administration and control of non-profit organizations, including foundations, associations, centers, and branches of non-profit organizations.
“Reporting entity” is the legal entity registered in the Republic of Albania, which has the legal obligation to register the beneficiary owners in the Register of Beneficiary Owners.
“Compulsory entity” are entities that are subject to the law on prevention of money laundering and terrorist financing
“Direct ownership” is the ownership held by an individual of 25% or more of shares / equity shares or ownership interests in a reporting entity.
“Indirect ownership” is the 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 or ownership interests in an entity reported.
“Register of Beneficiary Owners” is 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 institutions. relevant state, as well as serves as the official electronic archive and ensures transparency in the field of beneficiary owners. Chapter II talks about the Administration of the register of beneficiary owners, the obligation to obtain and register data for beneficiary owners and the manner of registering data in the register.
The Register of Beneficiary Owners is administered by the National Business Center.
The liabilities of reporting entities and beneficiary owners are:
- Reporting entities have the obligation to maintain and maintain appropriate, accurate and up-to-date data and accompanying documents, on the basis of which the beneficial owners of the entity and the type of control of their beneficial owners are determined.
- The beneficial owners of the reporting entities have the obligation to provide the reporting entities with all the necessary information, in order for the reporting entities to fulfill the legal obligation defined in point 1 of this article.
- The registration by the reporting subjects of the data of the beneficiary owners in the Register of Beneficiary Owners is done:
- 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 factual change, in the case of registration of changes in the data of the beneficial owners of the reporting entities.
If a obligated entity finds that the data registered in the Register of Beneficiary Owners do not match the data held by this obligated entity for the beneficial owners then:
- the obligated entity notifies the reporting entity and the National Business Center;
- upon receipt of the notification, the National Business Center within 2 working days publishes the notification in the register, and notifies in writing the reporting subject for the ascertainment notified by the obligated subject;
- the reporting entity within 20 calendar days from the date of notification of the National Business Center must:
- update in the register the data for their beneficiary owners, according to this law, if the ascertainment of the obliged subject is correct, or;
- to confirm in the register the data for their beneficiary owners, previously registered, if the ascertainment of the obliged subject is not correct;
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.
Chapter III talks about access to the register of beneficial owners, as well as the rights and obligations related to the registered data. In the register of beneficiary owners are found the data of the owners which are accessible and public, the data which are not accessible will be accessible by:
- a) persons authorized to represent the reporting entity only in the data registered in the register for the entity they represent;
- b) competent state authorities.
The data registered for the beneficiary owners are always stored in the Register of Beneficiary Owners, except for the case of deregistration of the reporting entity from the respective registers, the data registered for its beneficiary owners will be stored in the Register of Beneficiary Owners for another 10 years from date of deregistration of the reporting entity. A person who is registered as a beneficial owner of a reporting entity may file a lawsuit against the reporting entity in the competent court, in order to prove that he / she is not the beneficial owner of this entity. At the end of the litigation, the court or the interested party submits to the NBC the decision, which has become final, and the NBC within 2 working days mainly corrects the data of the beneficiary owner.
Chapter IV deals with the administrative appeal and the competent body for the review of the administrative appeal.
- Any interested party has the right to appeal administratively 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 for acceptance or refusal of registration.
- Any interested person has the right to appeal administratively when the BCC does not provide the required information. The complaint is made within a period of 30 calendar days and this deadline begins after 10 working days from the date of filing the request for award. information.
- Any interested person has the right to appeal administratively when the NBC does not issue extracts. The administrative complaint is submitted no earlier than 7 calendar days and no later than 45 calendar days from the date of expiration of the deadline.
The administrative appeal is addressed to the head of the National Business Center. The head of the National Business Center reviews the appeal, makes a decision and notifies the interested party within 10 days from the date of filing the complaint. The decision given after the review of the administrative appeal or inaction can be done appeal directly to the competent administrative court.
Chapter V talks about administrative violations. Constitute administrative violations:
- Failure to register the data for the beneficiary owner within the specified period shall be punished by a penalty in the amount of 500,000 (five hundred thousand) ALL.
- Failure to register any change in the registered data and accompanying documents, which are deposited in the register, within the specified period shall be punished by a penalty in the amount of 250,000 (two hundred and fifty thousand) ALL.
- Failure to comply with the obligation of existing reporting entities to register the data required by this law within the specified period shall be punished by a penalty in the amount of 250,000 (two hundred and fifty thousand) ALL.
For the violations provided above, the legal representative of the registered entity, a legal entity, shall be punished with 150,000 (one hundred and fifty thousand) ALL. The punishment is imposed by the head of the National Business Center, whose decision is appealed directly to the competent administrative court in accordance with the provisions of the Code of Administrative Procedures.