Page 36 - Albanian law on entrepreuners and companies - text with with commentary

Denomination Rules contains the same restrictions for trade names (‘denominations’). The
general character of most of these restrictionss give a wide discretion to the NRC and to
respective jurisprudence to define their limits.

5. CoM Dec on Naming and Denomination Rules establish the NBC name and
denomination evaluation procedures. The subject in question may challenge the NBC
decision through administrative procedure and, if not successful, bring his claim to court.
Moreover, every interested person may file a court case against the NBC decision based on
violation of the name restrictions established by CoM Dec on Naming and Denomination
Rules.

6. Names may be used as registered and can be defended against unfair use by others,
CoM Dec on Naming and Denomination Rules. In case of conflict with the intellectual
property laws, the latter are supposed to prevail. Respective claims to the court are provided
by Point 15 CoM Dec.

7. Last but not least, Articles 24 and 25 Business Registration Law provide the possibility
to reserve a name with the NBC and to transfer this reserved name to a third person.

Article 5
Transfer of Name and Liability

(1) He who acquires the business of an entrepreneur or a company may continue
using its registered or trade name and or other distinctive marks with or without a
supplement indicating the succession, if the previous owner or his heirs agree.
(2) In case the registered or trade name and or other distinctive marks continue to
be used, the acquirer shall be liable for all liabilities of the previous owner. Any
agreement to the contrary may never be relied on as against third parties, even if it has
been disclosed, unless the entrepreneur or the company proves that the third party knew
about the agreement or could, in view of evident circumstances, not have been unaware
of it.

Comments:

The Company Law clarifies and delimites ‘trade names and other distinctive marks’ that
the ‘goodwill’ of the acquired business is usually connected to. Where there is a change of
ownership the goodwill will follow the parameters of the business.The provision originally
derives from paragraph 25 of the German Commercial Code. Paragraph 2 is part of the third
party protection principle that is fully observed by the Company Law. We will look closer at
this principle in the section on representation. Here it means that third parties may trust in the
continuation of liability for previous obligations by the successor as they may not (yet) be
aware of the fact that the business of the entrepreneur or company has been sold as it
continues to be carried out under the same trade name.

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