Page 140 - Albanian law on entrepreuners and companies - text with with commentary

bearer share like situation. This affects the transfer of share certificates according to the
current laws on negotiable instruments. In other words, it will not be possible (any more) to
transfer a share and the rights it incorporates by transferring a share certificate like a bill of
exchange by applying any endorsement (‘indossament’) to the certificate, because this
procedure would in practice transform the share certificate into a bearer share. The
registration system is detailed in Article 118, involving issuing shares and registering all of
the information needed by the NRC Law, Article 36. The shares and the relevant information
must comply with the Law on Securities. Therefore, the new standard model for the share
and share transfer of the new Company Law is the registered share according to Article 118,
Articles 117 (2) and 119.

Article 116
Types and Classes of Shares
(1) Shares may be ordinary or preferential. Ordinary shares entitle their holders to
exercise their rights in the General Meeting and to receive a proportional share of
profits and of liquidated assets. Preferential shares entitle their holders to have a certain
amount or percentage of the par value of their shares paid from profits prior to
ordinary shareholders if a dividend is declared, priority in the distribution of liquidated
assets, and other rights set by the Statute.
(2) There is a presumption that the preferential rights established by the Statute
shall be exhaustive.
(3) Shares carrying the same rights shall make up one class (ordinary shares,
preferential shares, voting shares and non-voting shares).

Article 117
Acquisition of Shares
(1) Shares and the rights they confer shall be acquired through:
a) contribution in the company’s capital at the incorporation of the company
b) purchase;
c) inheritance;
ç) donation;
d) other ways provided by law.
(2) No rights so acquired may be exercised against any person or against the
company until registration in the company’s share registry in accordance with the first
paragraph of Article 119 is complete.
(3) In case shares are transferred by contract, the terms and the moment for the
transfer of the title of the share, as well as other applicable conditions, including the
payment the price, shall be regulated by the contract itself. The contract for the transfer
of shares should be in written form, and notarization is not a condition for the validity

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