Page 96 - Albanian law on entrepreuners and companies - text with with commentary

contribution can be the cause for a member’s expulsion, as an internal obligation towards the
company has not been met, Article 102.

2. Article 68 (2) was amended in 2014. One of the essential changes made to Company
Law by Law No. 9901 is related to the division of limited liability company equity shares.
Under the older Law No. 7638 on Companies, the equity of limited liability companies had to
be at least ALL 100,000 and was divided into equal shares with a nominal value that could
not be less than ALL 1,000.
Under Law No. 9910, the minimum equity of limited liability companies was set at the
symbolic value of Lekë 100, which followed the recommendations of the High Level Group
of Company Law Experts of the European Union 106 and good practice in Europe (France,
UK).
In addition, given that pursuant to Law No. 9901 and the Securities Law the limited
liability company equity may not be a tradable security, its division into shares of equal
nominal value (under the older law) did not make any sense.
As a result, Law No. 9901 changed the limited liability company equity division, from a
number of shares of equal value, to a number of shares equal to the number of company
members, but with different values in accordance with each member’s contribution to the
company equity.
However, in practice there are a large number of limited liability companies that have
not adapted themselves to this requirement, and NBC continues to register the transfer of
equity of those companies in the form of several shares of the same value.
Therefore, the purpose of the amendment introduced in 2014 is to clarify for good the
legal requirement that the equity of limited liability companies is divided into shares that are
equal in number to the number of its members, and each member will own a single share in
the company the value of which will reflect the amount of the contribution that the member
has given to the company.

3. Article 68 (3) imposes an important difference from JSCs: LLCs may by no means trade
their shares like a JSC which can opt for operation with public offers.

4. Article 68 (4) provides the freedom of contract clause regarding the relationship
between the company and its members. It opens the possibility for investors to design the
LLC in response to their business needs within the limitations listed by previous Comments.

Article 69
Registration
(1) A limited liability company registers in accordance with Articles 26, 28, 32 and
35 of Law No. 9723 on the National Registration Centre.

106 http://ec.europa.eu/internal_market/company/modern/index_en.htm

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