Page 26 - Albanian law on entrepreuners and companies - text with with commentary

(3) Companies acquire legal personality on the date of their registration in the
National Registration Centre. They are liable with all their assets for the obligations
deriving from their activities.

Comments:

1. As regards companies, it is taken for granted that their economic activities ‘require an
ordinary business organization.’ The choice to create one of the four company forms therefore
determines the obligation for registration without any thresholds being necessary.

2. The Twelfth Directive on single-member limited liability companies harmonizes
national laws at the level of principle and leaves practical issues to be decided by Member
States. Where Member States allow single member joint stock companies (JSCs), the
provisions of the Directive will apply (Article 6, Directive).

3. Article 3 (1), (2) allows only LLCs and JSCs to be formed with a single member.
Foundation and existence of partnerships always require at least two natural persons. If for
any reason only one partner remains, he shall either take all the necessary measures to adapt
the company within six months to the requirements of this law, i.e. above all, find a new
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partner, or continue the business as an entrepreneur, Article 50 (1) .

4. Article 3 (2) declares that partnerships and companies acquire legal personality by
registration. In this respect the Company Law is aligned with other laws in the region which
all treat partnerships and companies as legal entities capable of acquiring rights and
obligations, in particular through transactions governed by civil law, and capable of suing and
being sued before the courts. Applying the concept of legal personality to all business
organizations (partnerships as well as companies) avoids the creation of complex legal
problems. In some Member States of the European Union partnerships may not have legal
personality. In the UK, for example, there are some partnerships which have legal personality
but a simple partnership does not.
The establishment of a legal entity with separate legal personality is also one of the
main features that differentiate partnerships under the Company Law with the simple
partnership envisaged under the Civil Code. Under Article 42 of the Business Registration
Law businesses registered with the NBC as a legal entity acquire legal personality upon
registration, while for simple partnership under the Civil Code the registration does not imply
the acquisition of a legal personality, separate from the members.

43 By dissolving and liquidating the company.
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