A Limited Liability Company (LLC) is the most common type of business organization in Kosovo.
The main feature of the LLC is its limited liability – shareholders cannot be held liable for damages with their private assets. They are responsible only to the level of their contribution and all assets of the company.
Therefore, the personal assets of the owners are safe, since the business liability cannot be recovered from them. An exemption from this rule is: if the Shareholder receives a prohibited distribution of dividends, who knew or should have known at the time that such distribution was prohibited, is personally liable for the return of the amount of the distributed dividends.
Capital Requirements
The Kosovo legislation does not require any minimum charter capital in order to establish an LLC. Therefore there are no mandatory payments to be made by founders in order to establish an LLC. Nonetheless, the number of shares and the division between founders must be laid out in the initial registration documents.
Managing Director
A LLC is governed by a Managing Director. The LLC can create a Board of Directors although it is not required. The Managing Director represents the company and is authorized to conduct ordinary business, sign agreements on behalf of the LLC and overall represent the company.
Shareholders Assembly
The LLC may have one or more shareholders that are natural or legal persons. The highest decision making-body of an LLC is the Shareholder Assembly.
Registration of a LLC
In order to initially register a LLC the authorized representative must complete and submit to the KBRA the following documents:
- The special form prepared by the KBRA
- Identification copy of the owner and of the authorized representative
- The Memorandum of Incorporation, signed by the founders. The Memorandum of Incorporation, amongst other information, should also contain information about the shares such as the amount, the procedure, time and place of payment. If the LLC has only one founder, the Memorandum of Incorporation shall be named as the “Act of Establishment/Incorporation”
- The Statute (Charter) of the LLC, signed by the founders. The Statute (Charter) of the LLC, amongst other primary information, should contain the lawful business activity, voting rights and the Board of Directors members. The founders should approve the Statute as an Annex to the Memorandum of Incorporation