Page 134 - Albanian law on entrepreuners and companies - text with with commentary

First, the Law makes sure that the full amount of the company’s initial capital is
represented by shares, Article 105 (1), which are subscribed and acquired by the founders
(see Comments to Article 105).
Second, the Law prohibits the issuing of shares and the acquisition of shares by the
initial shareholders below their par value, Article 110.
Third, the contributions of shareholders must represent an economic value. This is
important in order to make sure that contributions can be properly valued and that the initial
assets really meet the capital requirements. Therefore, the Law provides that they must consist
of assets the value of which may be ‘expressed in money’, Article 108. The same provision
states that contributions may not consist of labour or services. This is reasonable, because
performance of an obligation to work or render services is not sufficiently certain and cannot
legally be guaranteed.
Fourth, a problem may be caused by the overvaluation of non-cash contributions
(contributions in kind). Overvaluation of such contributions not only violates the principle
that shares must not be issued below their par value, but also leads to discriminatory treatment
of shareholders. Shareholders contributing overvalued assets get their shares at a cheaper
price than others. In line with Article 10 of the Second Directive, Article 112 declares that one
or more licensed independent experts appointed by the competent court shall draw up a report
before the company is registered. Fifth, the Law requires that shareholders’ contributions
must be effectively paid up. Share premiums must be fully paid, Article 113 (1), (3).
Contributions in kind must be wholly transferred before registration, Article 113 (2). At least
25% of the nominal amount of shares for contributions in cash must be paid up. Cash
contributions must be transferred to a bank account designated by the Statute where they are
frozen until registration, Article 115 (2). Only after registration may the competent organs of
the company manage the paid up funds, Article 115 (3).

Article 109
Par value and issuance of shares
(1) Each share shall have the same par value.
(2) Shares may not be issues prior to the registration of the company with the
National Registration Centre. Shares issued earlier shall be invalid. The founders shall
be jointly and severally liable to the holders for any damages attributed to an early
issuance of shares.
(3) The rights connected with the shares cannot be transferred prior to the
registration of a company with the National Registration Centre.

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