Page 34 - Albanian law on entrepreuners and companies - text with with commentary

sentence of paragraph (7) of Article 3/1 providing that “in any case, claims related to the
invalidity of establishment of a commercial company shall not be raised after the publication
of the correction of the circumstance causing the invalidity pursuant to this law, if able to be
corrected”.
Finally, paragraph 7 provides a three year time-limit to raise claims of relative
invalidity. This period is different from the general time limit for relative invalidities of the
Civil Code (5 years), as it was in line with the originally proposed Article for general time
limits of 3 years for claims under the Company Law, which was deleted during the legislative
process. The expiry of this time-limit corrects the relative invalidity. Paragraph 7 also
provides that “in any case, claims related to the invalidity of establishment of a commercial
company (note: including absolute grounds) shall not be raised after the publication of the
correction of the circumstance causing the invalidity pursuant to this law, if able to be
corrected”. As mentioned above, this confirms that also absolute grounds of company nullity
may be corrected, if able to be corrected.

Article 4
Registered and Trade Names
(1) Entrepreneurs and companies conduct their business under their registered
name. The name of the entrepreneur is his individual name as registered in accordance
with Article 22 of Law No. 9723 on the National Registration Centre and in compliance
with Article 5 of the Civil Code. In the case of companies, name registration must
comply with Article 23 of Law No. 9723 on the National Registration Centre.
(2) Entrepreneurs and companies may also use a trade name and or other
distinctive marks and shall register these in accordance with paragraph 1, a) of Article
44 of Law No. 9723 on the National Registration Centre.
(3) The registered and the trade name of an entrepreneur shall contain the
supplement ‘registered entrepreneur’ or the corresponding abbreviation ‘N.R.’. The
name of a general partnership shall contain the supplement ‘general partnership’ or the
abbreviation ‘SH.O.’ The name of a limited partnership shall contain the supplement
‘limited partnership’ or the abbreviation ‘SH.K.’. The names of a limited liability
company and of a joint-stock company shall include abbreviations denoting the limited
liability company (‘SH.P.K’) or joint-stock company (‘SH.A’).

Comments:

1. Rules on registered and trade names can be found in both the Company Law and the
Business Registration Law. The secondary legislation, i.e. the Council of Ministers Decision

founders from their obligation to pay the committed contribution, at least up to the extent of commitments entered into
with creditors.
33