Page 40 - Albanian law on entrepreuners and companies - text with with commentary

Articles 32 to 36 Business Registration Law declaring those data mandatory part of the statute
for each company form. Basic data are: name, company form, date of incorporation (the
establishment of the Statute), identification data of founders, seat, object (if determined),
duration (if determined), identification data of the persons responsible for administration and
representation, the representation competences and the terms of their office, specimen of
signature of the representatives.

Article 7
Lawful Object
A company may engage in any activity that is not prohibited by law.

Comments:

1. When considering the rules on company objects, we must again take the close links
between the Company Law and the Business Registration Law into account. Articles 30 letter
c) and 31 (1) letter b) Business Registration Law abandon any mandatory requirement to
define an object or list a range of objects. It is true, that European rules require disclosure of
company objects in the Statute (Article 2, letter b), Second Company Law Directive
77/91/EEC). But this only makes sense if such an object was indeed determined by founders.
There are no restrictions for these objects other than being simply lawful, and this is what
Article 7 confirms. Also, it would be an empty declaration to insist on formula like ‘general’
or ‘general commercial activities’. Obviously, in case the founders plan an activity which
requires licencing from government institutions according to special legislation, such object
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would require determination. Also, even if the object is determined, third-parties are
protected against the management exceeding its competencies in this respect, Article 12
below. This is another case where the role of the ‘object clause’ has been limited. The
solution of the Albanian commercial law reform can therefore be welcomed; and Article 7
must be read: “any lawful object/ activity if determined.” This simplification is mandated by
EU company law, as the number of the Menber States in the EU increased the interstate
commercial trasactions also increased and often the parties were not knowed to each other. It
was necessary to devise a system which allows third parties to trust the contract without
looking into all of the documents in the consitution in the company. Unless the third party was
fraudulent the contract will be secure. (see Articles 7 and 12).
At this point, we must consider the question of nullity of the company in case its objects
(and other Statute or formation requirements) are unlawful. As pointed out in the Comment on
the new Article 3/1, the aim of the First Directive was therefore, in Article 11, a way of
providing an exhaustive list of the nullity causes—among them unlawful objects envisaged by
the Statute. This gound for nullity has been incldued in the new Article 3/1 (1) c) of the
Company Law.

64 Cf. Article 59 Business Registration Law on NBC’s one-stop-shop role for the registration and licensing process.
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