Page 10 - Albanian law on entrepreuners and companies - text with with commentary

B. The Regulatory Context of the Company Law

I. The Role of Companies in (Social) Market Economies and their Regulatory
Constitution and Environment

Companies are a product and a part of modern societies. They are organizations which
combine various ‘factors’ (capital, labour, technology; their natural, human and social
environment) for productive purposes. They are a useful tool for conducting business,
particularly when that business has grown bigger than can usefully be managed by a few
people and where the enterprise needs an increase in funding. Their operation is based on
economic planning which, in a market economy as opposed to a centrally planned economy,
means that companies set up and implement their own individual plans. Economic operation
of companies is not independent of legal institutions. Rules governing companies are part of a
network of legal institutions which are necessary for the proper functioning of the overall
system.
The allocation of the decision-making powers regarding companies’ economic planning
and conduct (management) as well as the position of capital providers (investors as providers
of equity capital and creditors as providers of debt capital) are determined by company law. In
EU countries, company law also determines the position of the providers of labour with
respect to certain forms of co-determination, either through employee councils or through
participation in the management or supervisory organs of the company. The Company Law
includes a flexible solution of employee consultation with the option for company
management and employee representatives of each company to agree on the introduction of
employee representation at board level. In this respect, Albania opted for the approach applied
by European company law, which has basically recognized such negotiated involvement of
employees in enterprise decision-making by Regulation (EC) 2157/2001 on the statute for a
European Company (SE), by the Directive 2001/86/EC supplementing the Statute for a
European Company with regard to the involvement of employees, by the European Works
Council Directive 94/45/EC and by Directive 2002/14/EC on Informing and Consulting
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Employees. The 2012 Cross-Border Merger Law follows a similar framework.
The broader legal framework for companies’ activities includes: general Civil Code
provisions; registration and disclosure provisions; regulations on the use of electronic
information by companies; accountancy and audit regulations and those regarding the
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qualification of auditors; financial services legislation including the establishment of a
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financial service regulator and/or a stock exchange; take-over rules; insolvency procedures;
provisions regarding the transfer of undertakings; formulation of penal provisions including
especially regulation of money laundering, insider dealing and market abuse; formulation of

9 All documents in question can be easily found on the EU website under: http://europa.eu.int/ (official documents -
EurLex - legislation in force) and see Appendix 1.
10 Law No. 10297 dated 08.07.2010 “On statutory audit and the regulation of the professions of accountant and auditor”..
11 Law No. 10236, dated 18.02.2010 “On the takeover of public offering companies”.
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