Page 46 - Albanian law on entrepreuners and companies - text with with commentary

an Albanian creditor and an English company it would have to determine whether English or
Albanian law were to govern the substantive obligations. The same is true if the case were to
be heard in an Albanian court. A creditor needs fast access to information regarding the
branch and its company. In fact, registration of branches means just disclosure of facts; they
do not acquire legal personality. Branches come into existence by simply opening their shops/
offices. The registration of the branch above all creates the legal linkage to the ‘main’
company as the legal person and attribute corresponding responsibilities. In other words, the
sense of registring branches is to inform the public. The information includes:

 who is the responsible legal person (company) behind the branch;
 who represents this legal person as branch manager. See Article 9 (5) and Articles
26 (4), 28 (5) and 37 of the Business Registration Law.

Article 10
Liability of Founders
(1) If, before a company being formed has acquired legal personality, action has
been carried out in anticipation of its formation, the persons who acted shall, without
limit, be jointly and severally liable therefore. Once a company has acquired legal
personality, all rights and obligations resulting from that action shall become rights and
obligations of the company.
(2) Founders must make their contributions in cash or kind in time as required by
the Statute and respect the formation formalities required by this Law and Law No.
9723 on the National Registration Centre. In case they fail to comply with these rules or
they delay compliance, founders are jointly and severally liable to the company for any
damage resulting from their failure.
(3) Claims based on paragraph 2 may be brought by filing a case with the
competent court or by similar action carried out by the legal representative of the
company, or, in case of the latter’s failure to do so within 90 days after being informed
of the infringement, by the other partners, or by a quota of members or shareholders
representing at least 5% of total votes of a company or by a creditor. The members,
shareholders or creditors must comply with the procedure of Articles 91, 92 and 150,
151. Claims must be brought within 3 years after company registration.

Comments:

1. Article 10 (1) establishes that, if action has been carried out in anticipation of company
formation, the persons who acted shall be jointly and severally liable. Once a company has
acquired legal personality, all rights and obligations resulting from that action become rights
and obligations of the company. These clear-cut provisions of the Law implement Article 7 of
the First Directive. When the company is incorporated it will be automatically the new
creditor or debtor. However, the company may sue the founder(s) ‘internally’ if they are in

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