Page 35 - Albanian law on entrepreuners and companies - text with with commentary

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on Naming and Denomination Rules (CoM Dec.) envisaged by Article 23 (3) Business
61
Registration Law, is also in place. These rules must be considered together.

2. As regards entrepreneurs, Article 4 (1) connects with Article 5 of the Civil Code, and
Point 10 CoM Dec. requires the individual name and surname to become the ‘registered
name.’ As regards the registered name of companies, the Company Law and the respective
provisions in the Business Registration Law are more ‘liberal’: any name may be used as long
as it is suitable to individualize the business and to distinguish it from others, and as long as it
does not contain any information designed to or capable of misleading the public, Article 1
letter ë) of the Council of Ministers Decision ‘On Naming and Denomination Rules’. This
includes the legal form of the subject which must be added to the name either fully or as
‘supplements’, Article 23 (1) Business Registration Law.

3. The distinctive character is required for both, the subject’s registered and trade name
(or distinctive sign). A trade name may be registered by voluntary registration with the NBC,
Article 44 (1) Business Registration Law. It is called ‘denomination’ as compared to the
registered ‘name.’ Registration of an identical or similar name (also resulting from
modification of an existing name) is forbidden, Article 23 (1) Business Registration Law,
Point 2 CoM Dec. The owner of the previously registered name may allow the successor to
use this same name by adding a distinctive element, Point 3 CoM Dec.

4. A whole series of restrictions apply for both registered and trade names. As regards
registered names Article 23 (1) Business Registration Law and CoM Dec on Naming and
Denomination Rules prohibit registration of acronyms of countries, cities, geographical
regions, international, organizations, religious organizations, state and local government
institutions, if there is no distinctive supplement. Also registration of names contrary to public
order (“meaning names that can induce or support racist, religious, regional or ethnic hatred,
violence, names that may disrupt the social balance that guarantees and protects the ensemble
of fundamental human rights and freedoms, state independence and the integrity of its
territory, social justice, constitutive order, pluralism, national identity, national patrimony,
ethnic and religious coexistence, as well as names contrary to the public order in any other
meaning that may be accorded to this term from the law in force”), against public ethics
(“meaning the ensemble of moral and social values of the Albanian people, respect towards
human dignity and family, names with infamous and insulting character, as well as names
contrary to the public ethics in any other meaning that may be accorded to this term by the
law in force”) and against explicit legal imperatives are forbidden. CoM Dec on Naming and

60 Council of Ministers Decision No. 537, dated 01.08.2007 on Naming and Denomination Rules
61 Article 23 Business Registration Law, Naming Rules:
(1) The registration in the Commercial Register of subjects with names that are identical or similar, with names
identical to or acronyms of countries, cities, geographical regions, international, organizations, religious organizations,
state and local government institutions, with no supplements, or with names that are contrary to the public order and
morality or to the imperative provisions of the law, is forbidden.
(2) The registration of the name is performed based on the principle of priority of the application.
(3) The Council of Ministers, upon proposal of the Minister approves the naming and denominations rules.
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