Page 232 - Albanian law on entrepreuners and companies - text with with commentary

The goal of those provisions was to enable the clearing of the Company Register before
the end of the transitional period of any companies registered before the entry into force of
Law No. 9901.
Pursuant to Article 233 of Law No. 9901, the Law came into force 15 days after its
publication in the Official Gazette. Law No. 9901 was published in Official Gazette No. 60 of
6 May 2008, which means that it entered into force as of 21 May 2011.
However, as a result of the overload of applications submitted to NRC on the last days
of the period specified in Article 230 of Law No. 9901, a large number of companies
incorporated before May 2008 did not manage to comply with the requirement to adapt their
organization and operations to the provisions of Law No. 9901, and were, therefore,
considered as dissolved ones.
But, despite this, in practice those companies continued to operate regularly, and their
deregistration would harm business.
For the purpose of safeguarding the continuity of operating business, Article 40 of the
Law No. 129/2014 has repealed the transitional provisions of Law No. 9901 (Article 230 and
231).
In addition, under Article 40 of the Law No. 129/2014 the intention is to give an
opportunity to those companies to continue their business and not risk dissolution and
deregistration from their noncompliance with the three-year period that is referred to above in
relation to requirement to adapt themselves to the provisions of Law No. 9901.
Firstly, Article 40 of the Law No. 129/2014 provides that following the date of entry
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into force of the amending Law no 129/2014, companies may no longer be dissolved
because of their failure to comply with the requirements of Article 230 of Law No. 9901.
In addition, Article 40 of the Law No. 129/2014 sets a new three-month deadline from
its entry into force, by which companies registered prior to May 2008 will need to take the
necessary measures for adapting themselves to the requirements of Law No. 9901 if they have
not already done so. Article 40 of the Law No. 129/2014 provides that companies failing to
comply with this obligation by the new three-month deadline will be fined 30,000 Lekë, and
NBC will stop providing any services to those companies until they take the required actions
and pay the fine in full.
Law No. 129/2014 provides the explicit obligation for the National Registration
(Business) Centre to start and maintain information campaigns, until the termination of the
deadline, in its website as well as in the premises of its central and secondary desks.
Finally, given that Article 230 of Law No. 9901, which has been repealed by the of the
Law No. 129/2014, provided that within the three-year transitional period “existing
companies continue to operate in the manner and with the conditions that were valid at the
time of their registration”, many companies have claimed compliance with the provisions of
Law No. 7638 on Companies. Article 40 of the Law No. 129/2014 clearly stipulates in
accordance with the tempus regit actum principle that as of entry into force of this amending

222 Law No. 129/2014 was published in the Official Gazette No. 163, dated 23 October 2014, and therefore is in force as
of 2 November 2014.
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