Albania’s Company Law Reform Bill: Share Transfers, Directors and Corporate Governance

A substantial proposal for Albanian company law

Albania has submitted a bill amending Law No. 9901, dated 14 April 2008, “On Entrepreneurs and Commercial Companies”. Its 27 articles address the way companies document ownership, transfer shares, appoint directors, approve transactions and protect capital. A substantial further package concerns listed companies, intermediaries and institutional investors.

For owners of an Albanian limited liability company (sh.p.k.), the most immediate commercial issue is the proposed requirement for share-transfer contracts to take the form of a notarial deed. Corporate records, director eligibility and related-party approvals also deserve attention. For joint-stock companies (sh.a.), the proposal reaches further into distributions, acquisition financing, shareholder rights and reorganisations.

This is distinct from the separate bill on cross-border company reorganisations. The two proposals should be read together where relevant, without treating either as enacted law.

Sources: bill, Articles 1–27; Parliamentary record and supporting materials.

Which businesses would be affected?

The proposal is not a single compliance package applying identically to every business. The company’s legal form, listing status and role in the securities market determine which provisions matter.

The bill introduces definitions and territorial links involving Albania and EU Member States. A company making a public offering is not necessarily a listed company. Sector legislation, including banking, capital-markets, accounting and data-protection rules, would still have to be considered alongside company law.

Sources: bill, Articles 1, 5–25.

Share transfers: a proposed return to mandatory notarial form

Current Articles 73(2) and 117(3) expressly provide for written transfer contracts and state that notarisation is not a condition of validity or registration. Articles 7 and 8 of the bill would reverse that position: a contractual transfer of an LLC interest or a joint-stock company share would require a notarial deed as a condition of the contract’s validity.

The parties would still regulate the transfer conditions, the moment ownership passes and payment of the price in their contract. The bill also retains the distinction between the transfer itself and declaratory registration or publication formalities, unless legislation or the contract provides otherwise. These provisions should not be confused with the separate requirement in Article 117(2) to enter a joint-stock share transaction in the company’s share register before the resulting rights can be exercised against the company or others.

For a foreign investor, the practical consequences could include arranging attendance or an appropriate power of attorney, checking foreign documents and representation, coordinating the notary with completion conditions, and allowing for the associated cost and timing. Those are transaction-planning considerations; the draft does not prescribe a universal fee or a single completion timetable.

Two issues require care. First, the proposed Article 117(3) retains wording recognising electronic capital-market transactions as written transactions while introducing notarial validity. Their interaction needs clarification; it would be premature to say that every exchange transaction requires a separate notarial deed, or that all electronic transactions are exempt. Second, the bill does not expressly resolve every contract signed before commencement but completed afterwards. Existing contracts should not be described as retrospectively invalid on the basis of this proposal.

Sources: bill, Articles 7–8; Current Law No. 9901, Articles 73(2), 117(2)–(3).

A more structured internal corporate register

Proposed Article 4(4) would require companies to maintain a special register covering their name, legal form and status, constitutive documents, registered office, directors or administrators, unique identification number, members or shareholders, and holdings and share categories, including associated voting rights.

This is an internal record-keeping obligation. It should not be presented as a replacement for the National Business Centre’s commercial register (QKB), the register of beneficial owners, or existing joint-stock share registers. A practical preparation exercise is to reconcile the company’s incorporation documents, ownership records, appointments and filed particulars, and identify who will keep them current.

The accompanying paragraph proposes retention for at least ten years, but refers to information in Article 4(1), rather than the new register in Article 4(4). That reference needs correction or clarification. It is therefore not yet safe to present the text as an unambiguous ten-year retention rule for every item in the new register.

Sources: bill, Articles 2; Current Law No. 9901, Articles 4.

Director eligibility, official evidence and disqualification

New Article 13/3 would consolidate and expand eligibility controls for legal representatives, management and supervisory board members, and representatives of shareholders at general meetings. The current law already contains a bar following specified domestic criminal convictions; the proposal would add a more developed framework, including corresponding foreign convictions and relevant domestic or foreign professional prohibitions.

The draft refers to final convictions for property and economic offences and a period of up to five years from conviction. Relevant professional prohibitions would apply for their duration. An appointment would cease by operation of law where circumstances arise that would have prevented it at the outset. The text provides for notification to the company without delay and no later than three days, together with a further three-day filing requirement for the dismissal decision. Companies would need a process that reaches the competent corporate body promptly.

QKB would establish and publish a disqualification data module within the commercial register. For registration, companies would submit official documentation electronically through e-Albania demonstrating the absence of disqualifying convictions and relevant professional bans. This warrants early planning for foreign appointees, without assuming that the bill already specifies every acceptable foreign certificate or its form.

The draft also refers to filing a declaration supposedly mentioned in paragraph 1, although that paragraph does not set out such a declaration. The relationship between that requirement and the official-documentation requirement needs clarification. Personal data collected for these checks would be restricted to eligibility and protective purposes and subject to retention limits; this is not a licence to publish unrestricted personal information.

Sources: bill, Articles 6; Current Law No. 9901, Articles 13(1).

Related-party dealings: approvals must be designed, not improvised

The replacement Article 13 would define related parties by reference to international financial reporting standards under the accounting framework. It covers transactions transferring property or other assets, or granting their use, with or without consideration. It also addresses personal and financial relationships capable of influencing decision-making against the company’s interests.

The ordinary-course exemption is conditional: the transaction must occur in the regular course of business on normal commercial terms, and the company must establish an internal assessment procedure from which the related parties involved are excluded. The articles of association may disapply this exemption. Simply labelling a contract “intra-group” or “market terms” would not substitute for the required analysis.

Where approval is required, the terms, nature and interest must be disclosed and authorisation obtained in advance from the competent body specified for the company form. The draft refers to the other partners in partnerships, all members or all other members for LLCs, and management or supervisory boards for the relevant joint-stock management transactions. Persons seeking approval cannot vote or count towards the quorum. Required transactions and interests would be disclosed in financial statements and management reports.

Listed companies have further specific exclusions, including qualifying intra-group transactions, certain transactions approved or authorised by the general meeting, remuneration governed by the statutory framework, regulatory stability measures and offers on equal terms to all shareholders. These are defined exceptions, not a general exemption for every group arrangement.

The restriction on loans or guarantees between a company and a person who is both its sole owner and administrator is retained. Other contracts with that person must be recorded in minutes at the head office, with an administrative fine of up to ALL 15,000 for failure to meet that recording obligation. This is not a newly introduced prohibition on every shareholder loan.

Sources: bill, Articles 5; Current Law No. 9901, Articles 13.

The 1.5% test and immediate publication

Under new Article 13/1, a listed company’s related-party transaction would require prior board, supervisory board or designated committee approval where its value, alone or aggregated with transactions with the same party in the same financial year, exceeds 1.5% of total assets in the latest approved financial statements. For a parent company, the reference would be total group assets.

Conflicted participants would be excluded from the relevant voting arrangements. A committee established under proposed Article 161(5) could not include the related parties involved, and a majority would need to be free of the specified relationship-based conflicts.

After board approval, the general meeting would be notified without delay and within 72 hours. The draft gives the general meeting six months from notification of the authorisation to seek judicial invalidation where approval seriously breaches the law or the articles of association.

Article 13/2 would require immediate publication of transactions triggering the threshold, including the transactions aggregated to reach it. The disclosure would identify the relationship, parties, date and value, and provide information needed to assess fairness from the company’s and unrelated shareholders’ perspective. It would remain on the company website for at least five years. Corresponding disclosure can also apply to a subsidiary’s transaction with a related party of the parent.

Listed groups should therefore consider a central related-party ledger, annual aggregation controls, a conflict-screening procedure and an approval-to-publication workflow. The 1.5% threshold is not a general safe harbour for smaller transactions under other applicable rules.

Sources: bill, Articles 6, 22.

More complete shareholder records and traceable voting

The joint-stock share register would contain more detailed identification and contact information, including the legal entity’s registration number, email address, holding size, nominal value, registration date and, if requested, share class. Shareholders would provide the information within the company’s specified deadline. Failure could prevent voting only after expiry of that deadline and prior notice of the voting consequence; the provision does not confiscate the shares.

Intermediaries would provide information on whether they act for themselves or another person. The bill also regulates corrections and deletion of entries: the affected person must receive notice and a reasonable opportunity to object, and timely objection prevents the proposed deletion. Access to personal register information and its use are limited; the text includes an opportunity to object to advertising.

Meeting notices for listed companies would reach additional requesting shareholders, intermediaries and shareholder associations, alongside wider publication. Notices would state the record date relevant to voting. The bill would guarantee participation and voting where the intermediary provides ownership confirmation at least eight days before the announced meeting.

A person who voted could request confirmation within one month of the meeting that the vote was taken into account and how it was counted. Electronic voting would produce an electronic receipt, which an intermediary must pass on promptly. Detailed formats and listed-company voting arrangements would require Financial Supervisory Authority (AMF) rules.

Sources: bill, Articles 9, 16–19; Current Law No. 9901, Articles 119, 137, 141, 146.

Information must travel through the custody chain

New Articles 119/1–119/6 address information flows between companies, intermediaries and shareholders in the relevant listed-share context. Corporate-event information would pass electronically through the intermediary chain without delay; where the company has already published the information online, the communication may identify the relevant website location. Shareholder instructions would travel back through the chain, and proof of holdings would be available on request.

Requests to identify shareholders would be forwarded without delay and by the close of business on the day of receipt. Processes therefore need to work across custodians, rather than merely at the issuer’s own registry desk. Inaccurate personal data would be corrected without delay.

Former shareholders’ personal data obtained for identification would generally not be retained beyond twelve months after the company or intermediary learns that the person has ceased to be a shareholder, subject to other legislation and necessary retention for legal proceedings. The draft also requires fee transparency and restricts unjustified differences between domestic and cross-border charges. It does not promise that all intermediary services would be free.

Sources: bill, Articles 10.

Institutional investors, asset managers and voting advisers

Proposed Articles 122/1–122/4 create a separate transparency framework for participants within their defined scope. Institutional investors and asset managers would develop and disclose an engagement policy describing monitoring of investee companies, financial and non-financial performance and risk, capital structure, social and environmental impact, dialogue, cooperation with other shareholders, voting and conflicts of interest.

Annual reporting would explain implementation, significant votes and use of proxy advisers, with an exception for votes insignificant by subject or holding size. The engagement provisions operate on a comply-or-explain basis: failure to apply them requires a clear, reasoned explanation. Relevant policy and implementation information would be updated annually and remain accessible online for at least three years.

Institutional investors would disclose how their equity-investment strategy fits the profile and duration of their liabilities. Arrangements with asset managers would be addressed through information on incentives, evaluation, remuneration, portfolio turnover and duration, with explanations where specified elements are absent. Managers would provide annual information including investment risks, portfolio composition, turnover costs, securities lending and conflicts.

Proxy advisers would disclose their code of conduct and explain departures, and provide annual information about methods, sources, quality controls, staff qualifications, national-market considerations and issuer dialogue. Conflicts capable of influencing advice would need prompt disclosure to clients, together with the steps taken to address them.

Sources: bill, Articles 11.

Distributions, own shares and company-funded acquisitions

The new distribution provisions are placed in the joint-stock company framework. They should not be described as replacing the existing LLC distribution and solvency regime. Proposed Article 127/1 would prohibit dividends and other shareholder payments where net assets shown in the latest financial statements are, or would become, lower than paid-up capital plus non-distributable reserves. It also addresses unpaid capital and specified exceptions, including certain pre-existing profit-transfer agreements, fully equivalent consideration and repayment of capital-substituting shareholder loans.

Unlawful payments would be recoverable. Retention by the recipient requires both good faith and that repayment is unnecessary to satisfy creditors. Directors acting intentionally or negligently would face joint and several liability for resulting company damage, including amounts not recovered from recipients, and that liability could not be waived.

The draft establishes a five-year recovery period from the payment date for the relevant distribution claim, with an exception where the company proves that the recipient knew the payment was unlawful. Existing Article 129 separately contains a three-year period for unlawful benefits. The proposal should not be summarised as replacing every corporate repayment limitation period with five years; coordination of the provisions matters.

Proposed Article 127/2 would require a non-distributable reserve equal to the book value of own shares held through a person acting for the company and related annual-report disclosures. Article 133/1 would treat taking own shares as collateral as an acquisition for the own-share rules, including suspension of voting and profit rights and applicable disposal or cancellation requirements. The existing restrictions in Article 133 remain relevant: these amendments would not create an unrestricted share-buyback power.

Sources: bill, Articles 12–13; Current Law No. 9901, Articles 76–79, 127, 129, 133.

Financial assistance would need a documented legal route

Proposed Article 136/1 concerns a joint-stock company lending, providing security or guaranteeing financing for a third party to acquire or subscribe for its own shares. It begins with a prohibition, then provides qualified exceptions and safeguards. It is not a ban on all acquisition lending by unrelated lenders.

The conditional route would require management responsibility, market terms, fair consideration and distributable funds at least equal to the assistance. The general meeting would approve the transaction in advance under the referenced quorum and majority rules. A written management report, filed for publication in the commercial register, would explain the reasons, company interest, terms, liquidity and financial-sustainability risks and share price.

Additional safeguards include net-asset protection, a non-distributable reserve equal to the assistance and a fair purchase or subscription price supported by market value or a reasonable objective valuation. The general meeting would check that price assessment.

Banking references require particular care. Although the opening provision refers to ordinary banking or financial activity on market terms, paragraph 6 restricts assistance directed at the bank’s own shares or those of an entity in the same financial group. Ordinary credit, guarantees and employee share-acquisition arrangements remain subject to capital protection and banking legislation. Lenders and buyers should test the entire structure, including guarantees and security, rather than rely on a single sentence as an exemption.

Sources: bill, Articles 15.

Pay policies, shareholder scrutiny and ten-year publication

The listed-company remuneration framework would link pay to long-term and sustainable development. Variable remuneration would generally use multi-year assessment, with mechanisms addressing exceptional developments. Policies would explain fixed and variable components, maximum remuneration, financial and non-financial performance criteria, deferral, recovery of variable pay, share-based arrangements, pensions, termination terms and decision-making safeguards.

The general meeting would consider the remuneration policy whenever materially changed and at least every four years. The approval decision and policy would be published within ten days, remain available free of charge while effective, and in any event for at least ten years. If rejected, a revised policy would be brought to the next meeting, with existing policies governing in the meantime. Temporary deviations would need the conditions and procedures contemplated by the draft.

An annual individual remuneration report would cover current and former administrators and board members, company and group payments, share-based awards, recovery of variable remuneration and relevant termination benefits. It would include comparative information over five years on remuneration, company performance and average employee remuneration. An independent auditor would check inclusion of the required information; that should not be confused with a guarantee that every pay decision is commercially justified.

The report and audit opinion would be available online free of charge for ten years after approval, subject to personal-data safeguards, exclusions for sensitive data and the draft’s narrowly framed provisions on information whose disclosure could cause significant commercial harm. Information withheld on that basis would have to appear in a later report once the reason ceases.

There is an unresolved drafting point: Article 135/1(4) provides for approval of the report, while paragraph 5 describes circumstances in which discussion suffices without clearly delimiting the relevant companies. It would be unsafe to import an assumed small-company exemption from an EU model or describe the vote as unconditional for every listed issuer.

Sources: bill, Articles 14, 20–21.

Partial domestic divisions and changes in offering status

Amendments to Article 227 and new Article 227/1 would expressly recognise a partial division. Part of a company’s assets and liabilities would pass to existing or newly established recipients, while the transferor survives with the remaining business. Its shareholders would receive holdings in the recipients in proportion to their holdings in the transferor. This is not the same as a transfer to a subsidiary in exchange for shares issued to the transferring company itself.

The change could become relevant to separating business lines, preparing a sale or reorganising a group. It would not itself establish tax neutrality or eliminate the need to assess creditors, financing documents, employees, licences and asset-specific formalities.

The draft needs reconciliation. The opening wording refers to two or more recipients, while other new wording permits one or more. Existing Article 227(4), which links registration to transfer of all assets and dissolution and deregistration, is not expressly revised to accommodate a surviving transferor. These issues should be resolved before presenting the partial-division mechanism as a settled, immediately usable route.

New Article 229/1 would address changes between joint-stock companies with public and private offerings. It refers to protective procedures and reporting, including economic and legal reasons, effects on employees, valuation and creditor and security-holder protection; independent-expert involvement is contemplated in the specified issuance circumstances. An offering-status change should not be described automatically as a stock-exchange listing or delisting.

Sources: bill, Articles 23–25; Current Law No. 9901, Articles 227.

Branch cessation and parent-company disclosures

The bill would clarify that a branch ceases when the company decides to discontinue it or the company itself ceases through deregistration. An exception addresses a parent’s disappearance through merger or division where the branch continues with the recipient or newly established company. For a foreign company, cessation would be evidenced by a foreign deregistration certificate or competent-authority decision, with company-deregistration provisions applied correspondingly to the branch.

A foreign-company branch would also state the parent’s foreign register and registration number in the disclosures governed by Article 11, including relevant correspondence and website particulars. Groups should check letterheads, contractual templates and online corporate details, as well as the documentary trail for any restructuring or closure.

These provisions do not mean that deleting the parent or branch automatically settles Albanian tax liabilities, employment obligations or outstanding contracts. Those matters require their own closure and succession analysis.

Sources: bill, Articles 3–4; Current Law No. 9901, Articles 9, 11.

When could the changes apply?

Article 27 proposes entry into force fifteen days after publication in the Official Gazette. That period would run after enactment and publication, not from government approval of submission or parliamentary deposit. As at this alert’s date, no commencement date should be treated as fixed.

Article 26 adds several implementation layers. AMF would issue information-format and transmission rules and special voting rules. The Council of Ministers would regulate the director and board-member data module. Effects on QKB procedures would follow approval of the technical regulation for updating its IT system, which would specify the application date; system-dependent requirements would apply after the upgrade.

Provisions involving interconnection with the European central register platform and recognition of cross-border electronic identification would take effect on Albania’s EU accession. This does not postpone the entire bill until accession. Businesses need to distinguish general commencement, system-dependent implementation and the specifically accession-linked provisions.

Sources: bill, Articles 26–27; Parliamentary record and supporting materials.

Prepare the records and decisions that will matter

1. Map the applicable provisions. Identify the company form, listing status, group relationships and regulated activities. Assign a responsible person to follow the final law and implementing measures.
2. Review pending ownership transactions. Identify signing and completion dates, possible notarial requirements, representation documents and conditions precedent. Do not assume either retrospective invalidity or an automatic exemption for a transaction already under negotiation.
3. Reconcile corporate records. Compare the articles, shareholder or member records, director appointments and QKB filings. Correct existing inconsistencies under current law and prepare a controlled retention policy once the final references are clear.
4. Build director-appointment checks. Plan collection of official domestic and relevant foreign evidence, escalation of disqualifying events and prompt corporate decisions. Limit access to personal data to those who need it.
5. Document related-party decisions. Map connected persons and entities, assess ordinary-course and market-term conditions, preserve the evidence and record exclusions from voting and quorum.
6. Test distributions and financing. For joint-stock companies, review net assets, reserves, own-share arrangements, acquisition guarantees and security before committing to a structure.
7. Prepare listed-company processes. Design transaction aggregation, disclosure, shareholder communications, voting confirmation and remuneration calendars. Confirm interfaces with intermediaries and AMF requirements.
8. Recheck restructuring plans against the final text. Coordinate company-law, tax, creditor, employee and regulatory work. Obtain transaction-specific advice before relying on partial-division or financial-assistance mechanisms.

These are preparation steps for clients, not a statement that proposed obligations are already enforceable. Existing legal duties continue to apply while the bill is considered.

Sources: bill, Articles 2–27.

The final wording will matter as much as the policy direction

The draft is detailed, but several references and interactions need clarification: retention of the new corporate register, the director declaration and official evidence, notarial form alongside electronic securities transactions, the remuneration-report discussion exception, and the partial-division provisions.

The explanatory memorandum also discusses a proposed Article 225/1 on merger invalidity and a sanction framework that are not reproduced as such in the operative 27-article bill reviewed here. They should not be reported as operative amendments merely because they appear in supporting material. This alert gives priority to the submitted legislative text and identifies uncertainties instead of silently filling them from the memorandum or EU directives.

For investors and company owners, the sensible approach is to prepare the underlying records and governance processes now, then check the enacted text, Gazette publication and relevant implementing instruments before changing completion formalities or treating a new deadline as binding.

Sources: bill, Articles 2, 6–8, 14, 23–27; Current Law No. 9901, Articles 227; Parliamentary record and supporting materials.

Source basis and assistance from Tridens

This legal alert provides general information on proposed legislation as at 27 October 2026. It is not legal advice for a particular transaction or company. The bill may be amended, rejected or adopted with different commencement arrangements. Decisions should be based on the applicable law and the final official text.