Page 143 - Albanian law on entrepreuners and companies - text with with commentary

shareholder to participate in a General Meeting and to vote in respect of his shares shall be
determined with respect to the shares held by that shareholder on a specified date prior to the
General Meeting (the record date). However, the second subparagraph declares that Member
States need not apply this requirement where companies are able to identify the names and
addresses of their shareholders from a current register of shareholders on the day of the
General Meeting. This is precisely what Article 119 (1) provides. The provision takes for
granted that the registry of shareholders is immediately updated with respect to each transfer
and, therefore, provides at every moment the status of shareholders in the company. As shares
may be transferred only by registration, the register must always be up to date.

4. Article 119 (3) is important as it confirms the different roles of the three existing
registries concerning shares and non-interference of one registry into the affairs of the other:

 The company’s share registry registers all the shares acquired according to Article
117 (1) in order to prove the entitlement regarding the rights connected to the
share. If an investor or creditor wants to know who the actual shareholders are at
each moment and which rights they possess, only this registry can give the answer.
 The NBC registers the initial share issuance in accordance with Article 106
Company Law and Articles 32 and 36 Business Registration Law. It registers and
publishes company data as required by the First and Second Directive. The NBC
fully covers the data of the initial share-ownership, see the list of data required by
Article 36 (1), letters a) to j. However, the JSC is not required to notify each share
transfer. Once a year a complete list of actual shareholders must be submitted
together with the annual financial statement, Article 43 (3) and (4).
 The Securities Registry established in accordance with Article 5 Securities Law
registers all forms of securities traded in Albania, among them also the shares
issued by listed companies, pursuant to the Securities Law. However, the JSC is not
required to register its shares at the Securities Registry if it is not a listed company.

Due to the different scope of the Securities Registry, the immediate legal effect of
transferring ownership is not linked to registration in this registry, but into the company
registry. The registration of shares in the Securities Registry is a meant to trade shares of
listed companies, and therefore is not applicable for JSCs not having listed their shares in a
financial markets.

Article 120
Conditions on the Transfer of Shares
The Statute may set conditions on the transfer of shares, in particular require the
consent of the management and/or provide the shareholders of the company with pre-
emption rights.

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