The LLC statute in Kosovo: what to include

When two friends open an LLC, the statute looks like a formality: download the template, fill in the names and file it. The problem appears years later, when one wants out, when they disagree on an investment or when one of them dies. That's when the statute decides.

Founding act and statute#

An LLC has two founding documents:

• The founding act (for one owner) or founding agreement (for several partners): who founds it, with how much capital and with what shares.
• The statute: how the company is governed, how decisions are made, who represents it and what happens to shares.

Both are filed with ARBK at registration. The full steps are in How to open an LLC.

What the statute must contain#

At a minimum, the statute should include:

• the company's name and registered seat;
• its activities (see NACE codes);
• the share capital and each partner's share (see Share capital);
• the company's bodies: the partners' meeting and the director or directors;
• how decisions are made and the majorities needed;
• representation: who signs on behalf of the company and with what limits;
• profit distribution;
• rules on transferring shares.

Clauses partners often forget#

Selling shares and pre-emption rights#

If a partner wants to sell, must they offer the shares to the other partners first? At what price? Without this rule you could end up with a new partner you don't know. More in Selling shares in an LLC.

Important decisions#

With 50% and 50%, every disagreement blocks the company. Set out which decisions need unanimity (for example selling property, loans above a certain amount, admitting a new partner) and how a deadlock is resolved: a mediator, arbitration or one partner's right to buy out the other.

Limits on the director#

The director can represent the company without limit unless the statute restricts it. Write down up to what amount they can sign alone and when partner approval is needed. See Authorised persons of a business.

A partner leaving or being excluded#

What happens when a partner stops working in the company, doesn't pay in the promised capital or competes with the company? A clear rule for exit and for valuing the share avoids court cases.

Inheritance#

If a partner dies, their shares pass to their heirs. The statute can let the other partners buy them at a fair price so the company isn't blocked.

Profit distribution#

Profit is usually split by shares. If one partner works full time and the other only invests, solve it with a salary for the working partner, not with a vague profit split.

ARBK template or a tailored statute?#

Situation	Recommendation
One owner, small business	The standard template is usually enough
Two partners with equal shares	Add rules on deadlock and exit
Partners who don't work in the company	Add rules on salaries, profit and information
Outside investor	A tailored statute drafted with a lawyer

Amending the statute#

The statute is amended by a decision of the partners' meeting, with the majority the statute requires, and filed with ARBK. Until it's registered, the change doesn't apply to third parties. The procedure is explained in Changing business details in ARBK.

You can check the owners and authorised persons of any LLC on Kerko.