Page 7 - Albanian law on entrepreuners and companies - text with with commentary
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Company Law was enacted in 2008 and the two laws are extremely important to each other.
Any person checking a provision of commercial law must consider the Company Law and the
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Business Registration Law together. This Commentary will also mention the Albanian
Constitution, the Civil Code, the Criminal Code and particularly the commercial legislation in
the EU. The relevant EU legislation is mentioned in the Annex of the Commentary (Appendix
1).
The Commentary will also consider the Albanian Corporate Governance Code
(Appendix 2) and the Model Statutes (Appendix 3). This Commentary does not detail the
history of Company Law in Albania but it sketches the process of company law reform from
2007, when the government wished to reform a clear-cut structure for civil and business
activities and for business organizations, based on the following structure:
The Law on Entrepreneurs and Commercial Companies which covers the main
forms of business organization;
The Business Registration Law which covers registration and disclosure of
business organizations;
Special legislation which covers particular business issues, such as Law No.9879,
dated 21.2.2008 “On Securities”, etc.
Following this reorganization further legislation and some soft law has been propagated.
See:
A Corporate Governance Code;
A Law on Cross-Border Mergers (Law No. 110/2012).
The aim of the Company Law was to provide a simple, clear and up-to-date system
capable of attracting foreign investment and to align the Law with European Company Law
including relevant directives. Therefore the Law reflects the EU and international standards of
company law, corporate governance and corporate social responsibility. European law
changes frequently and therefore Albanian legislation must keep up with new developments at
the European level. The Albanian Company Law of 2008 fitted into the regional company law
systems, an important aspect which reflects the requirement of regional integration and
regional economic relations provided by Title III of the Stabilization and Association
Agreement (SAA) concluded between Albania and the EU on 12 June 2006. In this respect,
the Company Law is intended to place Albania into a position where accession to the
European Union is facilitated. In 2008 the Company Law took useful elements of the previous
Laws No.7638 “On Commercial Companies” and No.7632 “On the General Part of the
Commercial Code” into account in order to maintain as much as possible the Albanian legal
practice as developed between 1994 and 2008.
7 Under Law No.131/2015, the title of Law No.9723 has been changed into “On Business Registration”. In this
Commentary, wherever the phrase “Business Registration Law” is used, it shall be construed to refer to Law No. 9723 of
3 May 2007 “On Business Registration”, as amended.
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