Page 8 - Albanian law on entrepreuners and companies - text with with commentary

Also, the 2008 Company Law made no substantial changes to the way that disputes and
complaints in company law matters were dealt with by the courts before, as the aim of
company law reform never intended to reform business disputes as well.
This Commentary gives a prospective on how Albanian Company Law should be
applied and interpreted in the light of European and International Legal Standards. Article 70
(1) of the SAA confirms that approximation of Albanian legislation to EU Law also includes
effective implementation of that legislation. Implementation is considered as important as
legal approximation itself. Article 78 of the SAA confirms this importance of implementation
when it states that consolidation of the rule of law and reinforcement of institutions on all
levels including the judiciary are of particular importance. This includes also the field of
jurisprudence in commercial and company law matters.
This Commentary is part of the efforts to align Albanian legal practice to EU
implementation standards and, above all, to prepare Albanian judges to be ready to act as
‘community judges’ once the state of accession to the EU is reached. Therefore, current
Albanian commercial and company law application standards require to be reviewed in the
light of those European standards which we have tried to reflect in our Comments. Where
such European standards do not exist, we will give examples of application in other Member
States in order to provide possible reference points for application. Obviously, in such cases,
the Albanian legal practise can also develop its own interpretation standards. This
Commentary will mention Albanian jurisprudence, where available, and consider texts from
other sources especially the considered jurists who wrote The New Albanian Company Law:
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Interpreted according to its Sources in European Law, 2009.
Since the Company Law is long and complex and the extent for our Commentary is
limited, a detailed Article-by-Article commentary cannot be provided. At times, Comments
concentrate on key issues and the background information necessary for application which
identifies the way in which a set of provisions balances the market risk between majority and
minority shareholders, the management of the company employees, creditors, the
environment and the community, etc. (the stakeholders in the company). No Comments are
provided where the meaning of an Article is evident. References to the previous commercial
law and European laws are made where important legal policy changes have occurred.
The Commentary will introduce each regulatory area by briefly explaining the overall
meaning of the relevant provisions in their regulatory context. This includes the Law as a
whole which means that we will start in Chapter B with a short description of the regulatory
context for business organizations in (social) market economies; the role of the new Law in
the light of the requirements of the Albanian Constitution will follow. Then we will briefly
look at the impact which European Company Law standards have on Albanian company law
through the SAA. In this context, some remarks on methods of application and interpretation
with respect to European law and its effect on (future) Member States are required. Last but
not least, we will consider the basic relationship that commercial and company laws have with

8 Thomas Bachner, Edmund-Philipp Schuster and Martin Winner.
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