Page 44 - Albanian law on entrepreuners and companies - text with with commentary

However, in 2011 the Albanian parliament approved Law No. 10428 “On international
private law”, which implements EU Regulations No. 593/2008 “on the law applicable to
contractual obligations” (Rome I) and No. 864/2007 “on the law applicable to non-contractual
obligations” (Rome II). According to this law (art 15) legal entities are governed by the law of
the country where they are registered. Specifically, the governing law of the legal entities
shall deal with:

a) legal form;
b) establishment, transformation, termination;
c) legal capacity and capacity to act;
ç) name of the legal entity;
d) structure, competencies and way of functioning of the governing bodies;
dh) representation of the legal entity;
e) way and form by which the membership or shareholding is acquired or lost, as
well as rights steaming form such membership or shareholding;
ë) responsibility of the legal entity, of its directors and members, with respect to
liabilities as against third parties
f) consequence for breach of law or of the deed of incorporation.

Based on this (and considering that Law No. 10428 is approved later than the Company
Law), we must conclude that the Albanian parliament has switched its position from the ‘real
seat’ doctrine, to the ‘place of incorporation’ approach. Therefore, a company incorporated
under the law of a foreign jurisdiction but maintaining its effective place of management in
Albania (i.e. through a branch) shall continue to apply company law provisions of the law of
its country of origin, provided however that it shall still be subject to the branch rules of the
Company Law.

Article 9
Branches and Representative Offices
(1) Persons authorized to manage a company may establish branches and
representatives.
(2) Branches are places of business without legal personality. They have a degree
of permanence, their own management, and enter into agreements on behalf of the
company.
(3) Representatives are places of business without legal personality and without a
mangagement. They promote the business of the company and may also enter into
agreements on behalf of the company.
(4) If branches and representatives of Albanian companies create a website, they
must post the company’s unique identification number on it.
(5) Branches and representatives of foreign companies shall register as required by
Article 26 (4), 28 (5) and 37 of Law No. 9723 on the National Registration Centre.

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