Page 48 - Albanian law on entrepreuners and companies - text with with commentary

d) the value of the registered capital of the company and the value of the paid-in
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capital.
If the company has a website, the website must contain these particulars, too.
Paragraph 5 of Article 1 applies.
(2) A company shall be responsible for the accuracy of the information disclosed
under paragraph 1 of the present Article. Issuance of records, order forms or any other
correspondence documents in contravention of paragraph 1 of the present Article, shall
constitute an administrative infringement punishable by a fine up to 15,000 Lekë. Where
an administrative infringement under the present paragraph is discovered in the course
of an auditing by a taxation authority, the sanction shall be enforced by that authority.

Comments:

Article 11 transposes the disclosure requirements regarding letters, order forms and
other documents required by Art. 4 of the First Directive for LLCs and JSCs. It does not list
all items listed by Article 4, but requires instead to disclose ‘the Unique Identification
Number’ (NUIS) which allows access to the entire company information by access to the
NBC (-website), Articles 60 and 61 Business Registration Law. This seems wiser than
overloading documents with confusing amounts of data. On the other hand, Article 11 extends
this requirement to all companies, that is it includes parternships. The extension of this
transparency aspect should be welcomed. It is important to note that disclosure now also
includes ‘electronic means of communication’. A definition of the latter can be found in
Articles 88 and 142. In 2014 an amendment was enacted to fully align the Directive
2009/101/EC by adding letter d) the amount of the capital subscribed and paid up.’ This
further clarifies the transparency provisions for third parties.

TITLE III
REPRESENTATION

Comments:

1. Before discussing the representation provisions of Article 12 in more detail, we must
explain the general concept which they are based on. This concept is generalized third party
protection, and it is one of the guiding principles of the Company Law. The scope of this
concept has been developed by EU legislation and it is in particular linked to the evolution of
the First Directive 68/151/EEC and the 2009 Directive 2009/101/EC which codified various
amendments on the First Directive on the coordination of safeguards which, for the protection
of the interests of members and others, Member States must require for their companies. The
First Directive represented a political compromise when drawn up in 1968. It is therefore

76 Added by Law No.129/2014, Article 2.
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