Page 142 - Albanian law on entrepreuners and companies - text with with commentary

Article 119
Registration of Shares
(1) Joint stock companies must keep a share registry in which the ownership of all
shares is recorded. The data to be registered for each share are the surnames, first
names or legal denomination; the home addresses or head office of the shareholder, the
share’s par value, and the date of registration.
(2) Shareholders registered as of paragraph 1 are presumed to be shareholders as
against the company and third parties.
(3) The Managing Director are responsible for keeping the company’s share
register and are obliged to provide access to the information held there to the
shareholders and the public. The information shall be made available via a website. The
company may allow for online registration of the data required by paragraph 1.
(4) Sections IV, VII and VIII of the Special Part of the Criminal Code, Law No.
7895, and other applicable provisions, apply for irregularities with regard to the
issuance of shares and registrations in the share registry.
(5) Paragraphs 1 to 3 do not interfere with the obligation of joint stock companies
to register their shares in accordance with Law on Securities and notify the shareholders
list to the National Registration Centre in accordance with paragraph 4 of Article 43 of
Law No. 9723 on the National Registration Centre.

Comments:

1. As the Company Law uses registered shares as its standard model, the procedure of
registration and transfer is crucial. The company’s share registry has a decisive role. All
shares must be registered here according to Article 119 (1), and only this registration gives
rise to the legal presumption in favor of the registered shareholder’s entitlement, Article 119
(2). Article 119 (3) and (4) establish clear responsibilities for an ordinary function of the
company’s share registry.

2. Article 117 (2) declares, first, that the acquisition or transfer of the rights connected to a
share are only completed by registration with the company’s share registry according to
Article 119 (1); second, that only after completion of this registration these rights may be
exercised against the company or any other person. This establishes the exclusive role of
registration in accordance with Article 119 (1). The acquisition or transfer forms provided by
Article 117 (1) are not enough to transfer ownership of the right. Only once it is registered in
the company’s share registry has the ownership passed. See above Comments under Article
117 as amended by Law No. 129/2014 which clarifies the transfer of shares. See also see the
consequential amendment to Article 73 for LLCs.

3. Article 119 (1) replaces the record date requirement which should establish which
shareholders may participate in the General Meeting. Article 7 (2) of the Shareholder
Protection Directive 2007/36/EC requires Member States to provide that the rights of a

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