KOSOVO Law and Practice Contributed by: Ardian Rexha, Nora Grajcevci Mehmeti and Vjollca Hiseni, Rex Law Partners
Incorporation of Joint Stock Companies The authorised representative must submit the follow - ing to register a JSC. • The KRBA registration form. • The company charter, which should specify the company’s name, address, business activity, management structure and detailed rules on share capital. This includes any applicable rules regard - ing common and preferred shares, their rights, issuance limits and non-monetary contributions. The charter must also comply with gender repre - sentation quotas requiring minimum female partici - pation on the board of directors. • The memorandum of incorporation, with require - ments similar to those applicable to LLCs. • A copy of the personal identification document of the authorised representative. Registration of Branches Pursuant to Article 35, a branch of a foreign business organisation is not a separate legal entity and must submit the following for registration: • the KRBA registration form; • a registration certificate of the foreign business organisation from its home country (not older than three months); • the decision to establish the branch of the foreign business organisation in Kosovo; and • a copy of the personal identification document of the authorised representative. According to the Law on Business Organizations, the KBRA must make an entry in the registry and publish the information no later than two working days after receiving the initial application. If an application fails to meet requirements, the KBRA notifies the applicant and sets a deadline of up to ten working days for cor - rections. 3.3 Ongoing Reporting and Disclosure Obligations All business organisations are required to update their registered data and ensure permanent accuracy. If there is a change related to the business information, an amendment must be submitted to the KRBA within 15 days of the change.
The LLC must have at least one managing director. Establishing a board of directors is optional and must be explicitly mentioned in the charter if desired. With - in the company structure, the shareholder assembly holds the most power and decision-making authority. Joint Stock Companies JSCs are typically recommended for businesses with multiple shareholders or those intending to trade shares publicly. Shareholders have limited liability, with their ownership interest represented by shares. The minimum capital requirement for a JSC is EUR10,000. A JSC must have a board of directors and must have at least one shareholder at incorporation. Branch of Foreign Organisations In some cases, it is also appropriate to establish a branch. Unlike LLCs or JSCs, a branch is not a sepa - rate legal entity but is considered an extension of the parent company located outside Kosovo. The par - ent organisation assumes unlimited liability for all the rights and obligations of the branch in Kosovo. 3.2 Incorporation Process Businesses in Kosovo have to be registered with the Kosovo Business Registration Agency (KRBA). Incorporation of Limited Liability Companies The authorised representative must submit the follow - ing to register an LLC: • the KRBA registration form, with relevant informa - tion provided for shareholders and directors; • the company charter, which should specify, among other requirements, the company name, address, business activity, corporate governance structure, decision-making procedures and, where applica - ble, share classes and voting rights; • the memorandum of incorporation, which should detail who the founders are, share allocation, pay - ment terms, contributions (in cash and in kind), management structure and incorporation costs – if there is only one founder, an act of establishment is filed instead of the memorandum; and • a copy of the personal identification document of the authorised representative.
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