Page 141 - Albanian law on entrepreuners and companies - text with with commentary

or for the registration of the contract. Transactions in electronic form, pursuant to the
Law No. 9879 dated 21.02.2008 on Securities, shall be deemed as made in written form
under this Article. Unless otherwise specifically required by law or the parties so agree
through the contract, the validity of the transfer of the ownership title on shares shall
not be conditioned by the notarization of the agreement by the completion of other
formalities having declarative effect, including any registration or publication
formalities of the contract or of the title transfer. 139

Comments:

With regard to joint-stock companies, Article 20 of Law No. 129/2014 makes the same
amendments as those made in the case of limited liability companies, Article 73. The
Comments under Article 73 above therefore apply to this amendment, too.

Article 118
Contents of the Share Issuance Act
(1) The share issuance act is drawn up when shares are first issued and contains
the information required by Article 36 of Law No. 9723 on the National Registration
Centre.
(2) In the case of a private or public offering, the share issuance must also comply
with the procedures required by Article 27 to 40 of Law No. on Securities.
(3) The company shall issue share certificates at the expense of any shareholder
requesting it. The decision to issue the certificates is taken by the founders or the
General Meeting.

Comments:

During the 2011-2012 discussion review for the amendments to the Company Law
some stakeholders suggested a proposed amending of Article 118 (2). Some law practitioners
argued that the system of issuing share certificates to shareholders was impractical, especially
because the Law says that the certificate has to be issued by the General Meeting or the
founders. It was suggested that that Article 118 (3) should be deleted since Article 119 has
enough safeguards for shareholders and the company registry (via administrators) has the duty
to maintain the company register and provide full information for shareholders and any other
person requesting, Article 119 (3). However this proposal was defeated after stakeholders
carefully considered it.

139 Added by Law No. 129/2014, Article 20.
140