Page 6 - Albanian law on entrepreuners and companies - text with with commentary

A. Introduction

Since May 2008, the formation, organization and conduct of business organizations in
Albania has been regulated by Law No.9901 dated 14.04.2008 “On Entrepreneurs and
Commercial Companies” (The Company Law). During 2011 a limited amendment to the
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Company Law was enacted to adapt the level of the minimal capital for joint stock company
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with the capital requirements of the Second Company Law Directive.
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In 2014 some more substantial amendments to the Company Law were enacted to align
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this Law with new EU directives. Additionally, the amendments aimed to further streamline
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the provisions of the Company Law with some other Albanian laws and to clarify practical
issues raised from its implementation. In this process many stakeholders from the business
community as well as Albanian legal practitioners considered all of the corporate regulations.
After this review a number of amendments were considered and passed by the Parliament.
The Company Law amendments are now included in this edition of the Commentary.
This edition of the Commentary also considers a commentary on the Company Law of
Albania written by Thomas Bachner, Edmund-Philipp Schuster and Martin Winner entitled
The New Albanian Company Law: Interpreted According to its Sources in European Law,
2009 and also analyses comments from Albanian jurists who were involved with considering
the 2014 amendments. The Company Law is now fairly settled in a national context but the
fact that there will be more EU directives (especially in the financial sector which bore the
brunt of the Western recession) means that there will be an ongoing impact on this piece of
Albanian legislation. This edition considers the Law from 2008 to 2014 and makes only brief
reference to the situation before 2008. The Company Law and the Law on the National
Registration Centre are a symbiotic set of regulations. The Law No.9723 dated 03.05.2007
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“On the National Registration Centre” (NRC) , was established in summer 2007. The

1 Law No.10475, dated 27.10.2011, “For an amendment to Law No. 9901 dated 14.04.2008 ‘On Entrepreneurs and
Commercial Companies’”.
2 Second Council Directive 77/91/EEC of 13 December 1976 on coordination of safeguards which, for the protection of
the interests of members and others, are required by Member States of companies within the meaning of the second
paragraph of Article 58 of the Treaty, in respect of the formation of public limited liability companies and the
maintenance and alteration of their capital, with a view to making such safeguards equivalent.
3 Law No.129/2014 “On some additions and amendments to Law No. 9901 dated 14.04.2008 ‘On Entrepreneurs and
Commercial Companies’”, as amended.
4 Directive 2009/109/EC of the European Parliament and of the Council of 16 September 2009 amending Council
Directives 77/91/EEC, 78/855/EEC and 82/891/EEC, and Directive 2005/56/EC as regards reporting and documentation
requirements in the case of mergers and divisions, and Directive 2009/101/EC of the European Parliament and of the
Council of 16 September 2009 on coordination of safeguards which, for the protection of the interests of members and
third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of
the Treaty, with a view to making such safeguards equivalent.
5 Mainly Law No.9723, dated 3.5.2007 “On the National Registration Centre” as amended, and Law No.110/2012 “On
Cross-Border Mergers of Commercial Companies”; this Commentary does not discuss the provisions on Cross-Border
Mergers as there is a separate Commentary on the provisions of this law.
6 Under Law No.131/2015, the functions of the National Registration Centre are now performed by the National
Business Centre (NBC). Under that Law, wherever in another law or regulation the name “National Registration Centre”
or its acronym “NRC” is used, they shall be replaced with “National Business Centre” and “NBC”. In this Commentary,
wherever the term “National Registration Centre” or acronym “NRC” are used they shall be construed to refer to the
“National Business Centre” and “NBC”, respectively.
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