Filing Governing Body Decisions of NPOs

Procedure for Filing Governing Body Decisions of NPOs with the Court in Albania

The procedure for filing decisions of the Board of Directors, the Membership (Assembly), or the Board of an Association — depending on the form of organization (association, foundation, or center) — is as follows.

1. Legal framework

• Law No. 8788/2001 “On Non-Profit Organizations”, as amended by Law No. 80/2021;
• The Civil Code of the Republic of Albania (provisions on legal persons);
• The consolidated practice following Constitutional Court Decision No. 62/2023 and Law No. 90/2025, which require filing of the complete approval chain for every change.

The Register of NPOs is maintained by the Court of First Instance of General Jurisdiction Tirana (Office of the Register of Non-Profit Organizations), which has jurisdiction for the entire territory of the Republic.

2. Which decisions must be filed

Any decision affecting the registered elements of the organization must be filed and registered with the court before it produces legal effects vis-à-vis third parties, including:

• changes in the composition of the decision-making body (resignations and appointments of board members);
• change of the legal representative / executive director;
• statutory amendments;
• change of the organization’s registered office (address);
• change of name, purpose, or form of organization;
• decisions on reorganization or dissolution.

3. Preparing the petition

A petition addressed to the court is drawn up and signed by the head of the organization (the legal representative of the association or foundation) or by the person expressly authorized in the decision of the governing body. The petition specifies:

• the full identity of the organization (name, NUIS/NIPT, number and date of the initial registration decision);
• the decisions that have been taken (number, date, and the body that adopted them);
• the specific request to be examined and registered by the Court;
• the list of attached documents.

A template of such a petition is attached to this document.

Attention to the signature: where the decision changes the legal representative themselves, the petition must be signed by the person expressly authorized in the board decision (usually the incoming representative), not by the outgoing one. The authorization should appear as a separate point in the decision.

4. Supporting documentation — the complete approval chain

In our experience with filings before the Tirana Court, the absence of a single link in the approval chain leads to procedural rejection of the petition. Depending on the case, the file must contain:

1. The decision of the governing body (Board/Assembly) in original or notarized copy — this is the foundational document; filing only the amended statute, without the decision that approved it, is not accepted;
2. Notarial resignation declarations for departing members, in which the declarant: (a) resigns from the position, (b) waives any claims against the organization, (c) authorizes the pursuit of the registration procedure, and (d) declares awareness that the resignation produces legal effects only upon approval and registration by the court;
3. Acceptance declarations of the new board members and/or the new executive director;
4. The amended statute (where the change affects the statute), signed in accordance with the applicable rules;
5. The lease contract or ownership document where a change of registered office is requested;
6. The initial registration decision and the organization’s current registry extract;
7. For foreign organizations (branches of foreign foundations): the decision of the governing body of the head office, bearing an apostille, accompanied by a notarized translation into Albanian. Documents in a foreign language without an apostille and a notarized translation are rejected.

5. Practical precautions before filing

• Check the statute before the decision is taken. If the decision reduces the number of board members, make sure the new number does not fall below the statutory minimum — the court verifies this compliance.
• Legal effects arise only upon registration. Until registration, the existing registry data remain valid vis-à-vis third parties; this must be kept in mind for contract signing and representation during the transitional period.
• Judicial practice has not been uniform. Documents accepted in previous years without the complete approval chain are rejected today. The current standard requires a complete file at the first filing — completing the file after a rejection requires re-filing and significantly prolongs the process.
• Coordinate with the notary in advance for the resignation and acceptance declarations, so that the dates of the notarial acts align logically with the date of the board decision.

6. Procedure after filing

After filing, the court examines the petition in chambers. It may request completion of the documentation before deciding. The procedure is followed through to the issuance of the court decision registering the changes and their reflection in the Register of NPOs, from which the organization’s updated extract is then obtained.