Page 25 - Albanian law on entrepreuners and companies - text with with commentary

2. As regards the legal consequences connected to the status of the entrepreneur, paragraph
6 of Article 2 establishes a special objective liability standard by declaring that entrepreneurs
must comply with “the standard of professional diligence that their business environment is
entitled to expect”. Violation of this ‘duty of care and skill’ will lead to the liability of the
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entrepreneur unless he proves that the breach of duty was neither intentional nor negligent.
It will be up to the courts to set this standard of expected professional know-how and care
regarding the rights and property of other participants in the specific business context of the
case in question. The courts will probably also develop other obligations and privileges, and
relevant eventual connections with provisions of unfair completion of Article 638 of the Civil
Code. Up to now, the only special legal requirement connected to the role of the entrepreneur
is the obligation of being registered. An entrepreneur is liable for any breach of his duties with
all of its assets, i.e. there is no limited liability for them Article 2 (6).

3. Article 2 (2) excludes the application of the entrepreneur status to so-called ‘free
professions”, unless otherwise provided by a special law. Due to their special social status,
special laws usually establish that these professions have their own registry and professional
associations, as well as specific regulatory compliance requirements.

4. Article 2 (3) mentions the special case of agricultural and forestry activities. As long as
they are focused on subsistence agriculture or forestry, they are usually small-scale activities
and therefore excluded by Article 2 (4). However, Article 2 (3) clarifies that these activities
are not excluded as such from the Company Law. Their legal treatment follows the same logic
of all entrepreneurs: processing and sale of agricultural or forestry products usually require a
business organization when the enterprise exceeds a small-scale business and requires
registration. Therefore, a farmer doing agro-processing and business will have to prove that
his business does not require “an ordinary business organization”. In the absence of the
turnover threshold established by the Ministry of Finance and the Ministry responsible for the
economy, farmers this could face difficulty in proving that their activity does not require an
ordinary business organization.

Article 3
Companies
(1) Companies are founded by two or more persons, who agree on achieving joint
economic objectives through contributions defined by the Statute. Limited liability
companies and joint stock companies may also be formed by one person only (single
member company).
(2) Companies must apply for registration in accordance with Article 22 and
subsequent Articles of Law No. 9723 on the National Registration Centre as relevant to
the form of company in question.

42 This corresponds to the general Civil Code liability rules; cf. Article 608 of the Civil Code.
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