Page 130 - Albanian law on entrepreuners and companies - text with with commentary

still use this term. Note that the new Company Law no longer provides for bearer shares in
JSCs (see below Comments to Article 116).

TITLE I
GENERAL PROVISIONS AND FORMATION

Article 105
Definition and Types
(1) A joint stock company is a company the basic capital of which is divided into
shares and subscribed by founders. Founders are natural or juridical persons, which are
not liable for the company’s commitments and which personally bear losses only to the
extent of any unpaid parts of the shares in the basic capital they subscribed.
(2) Joint stock companies may be companies with public or with private offer
according to provisions of the law on securities.

Comments:

1. During the 2011-2012 review of the Company Law some stakeholders suggested a more
complex system of JSCs, to make a distinction between a JSC with shares offered to the
public and a JSC which is listed on the stock market. However, since there is no effective
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Stock Market in Albania at the moment (2016) this is probably premature. When Albania
has an effective Stock Market the Company Law and the Securities Law will have to be
amended and aligned. Article 27 (1) Securities Law declares that “securities shall be issued by
public or private offer”. See this clarification in paragraph 2.
The limited liability concept of JSCs is basically the same as the one for LLCs: JSCs
acquire legal personality by registration, their assets are separated from their shareholders
private assets, and they are liable for their debts with their own assets only that is shareholders
are not personally liable as against company’s creditors. The difference in structure comes to
the fore with respect to the company’s capital and contributions: the capital is divided into
shares all of which the founders must ‘subscribe’ when the Statute is established.
‘Subscription’ means the first purchase of shares and the founders’ explicit commitment to
pay their contributions fully or partially and at the time required by the Law and/or the
Statute. (Partial) or full payment of the required contribution constitutes a condition for initial
JSC registration, Article 36 (1), letter a) Business Registration Law. JSC founders are not
relieved from basic capital payments when constituting the company as are LLCs according to
Article 41 Business Registration Law.
Moreover, JSC founders must adopt and sign the Statute in accordance with Article 28
(4) Business Registration Law. The Statute which must contain all the data required by

128 Saim Shatku “Is Albanian Stock Market Functioning as its European Counterparts”, (2015) Academic Journal of
Interdisciplinary Studies (MCSE Publishing), Rome, Italy
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