TYPES OF SOCIETY IN ALBANIALegus
According to the law n. 9901 of 14.04.2008, “For merchants and commercial companies” which includes all the company law provisions in Albania. The types of companies that can be established in Albania are:
1. “Collective society”;
2. “Limited partnership”;
3. “Limited liability company”;
4. “Joint stock company”;
5. Branch or Branch
As in Italian law, the “collective company” and the “limited partnership” are partnerships, while the “limited liability company” and the “joint-stock company” are joint-stock companies.
1. Collective society.
This type of company is contemplated and regulated by art. n. 22 and following of the law n. 9901 of 14.04.2008 “for merchants and commercial companies”; its registration is carried out as per the provisions of articles nn. 26, 28, 32 and 33 of the law n. 9723 of 3.05.2007 “for the National Registration Center”.
Relations between members are governed by the by-laws.
The contributions of the members make up the capital of the limited liability company and the aforementioned can be made in cash or in kind.
The liability of the members towards the creditors is unlimited. The members respond personally and in solidarity to the obligations of the company with all their personal assets. The social creditors can claim payment of the credit from any shareholder, who after extinguishing the company’s debt, can exercise the right of recourse against the other shareholders by requesting the repayment of the pro-quota debt.
The administration of the company belongs to all the members of the collective society; if the by-laws state that the administration is up to some of the members of the company, the others remain excluded. The articles of association govern the methods of administration, providing that the same must be separated or combined, possibly limiting opportunely, if deemed strategically appropriate, the powers of the director in the event of the appointment of a single director.
2. Limited partnership.
The same is governed by the art. n. 56 and following of the law n. 9901 of 14.04.2008 “for merchants and commercial companies”, with obligation and registration modalities based on the provisions of art. n. 26, 28 32 and 34 of the law n. 9723 of 3.05.2007 “for the National Registration Center”.
It is a company similar to the limited partnership limited to the art. n. 2313 and following of the Italian Civil Code.
Pursuant to the provisions of art. 56 and 62 of law 9910/2008, this type of company is characterized, compared to the others, by the presence – under the profile of responsibility – of two types of members, at least one of which has limited liability up to the value of their contributions , while the other members remain with unlimited liability.
Members who have unlimited liability are subject to the discipline of liability contemplated for members of the collective company, as mentioned above, as the law reads that they “have the status of the member of the collective society”.
The administration of the limited partnership rests with one or more partners with unlimited liability. It is emphasized that members subject to limited liability can not administer the company.
3. Limited liability company.
The most widespread company form in Albania is the local limited liability company (sh.p.k), as a collective and individual business model of the company characterized by limited liability.
The discipline of sh.p.k. is regulated in art. n. 68 and following of the law n. 9901 of 14.04.2008 “For merchants and commercial companies”; its registration in Albania is carried out according to the procedure set forth in art. n. 26, 28, 32 and 35 of the law n. 9723 of 3.05.2007 “For the National Registration Center”.
The same is a commercial company whose members can be both natural persons and juridical persons, Italian or Albanian, according to the entrepreneurial choices; said shareholders, pursuant to the provisions of art. 68 of the aforementioned law, do not meet the obligations of the company and cover the company’s losses personally up to the unpaid portion of the contributions subscribed.
The contributions of the members make up the capital of the limited liability company and can be made in cash or in kind.
The administration of the limited liability company rests with the director who is appointed by the shareholders’ meeting. Its powers – within the scope of those listed in the current legislation – may be limited or unlimited, based on the decision of the shareholders’ meeting at the time of appointment or in the by-laws.
To constitute a sh.p.k., the minimum amount of share capital required by law is 100 leke (about 0.80 euros).
4. Joint stock company
This company is governed by art. nn. 105 and following of the law n. 9901 of 14.04.2008 “for merchants and commercial companies”. The registration of the aforementioned is carried out according to the provisions of articles nos. 26, 28, 32 and 36 of the law n. 9723 of 3.05.2007 “for the National Registration Center”.
The public limited company is a commercial company whose capital is divided into shares subscribed by its founders.
Pursuant to art. 105 of the law de quo, the founders may be natural or legal persons, who do not respond personally to the debts of the company and who respond to losses only with the unpaid contributions of the shares subscribed.
The administration of the company rests with the directors who are appointed and controlled by the board of directors.
Article. n. 107 of the Albanian civil code provides a minimum capital of constitution that varies according to whether the company is a private or public offer. In the first case, the minimum capital required for its establishment and 2,000,000 leke (about 14,600.00 euros at current exchange rates), on the other hand, in the case of a public limited company with the public offering, the minimum capital 10,000,000 lekes (about 73,000.00 euros at current exchange rates).
5. Branch or Branch
If the company is registered in Italy, a branch can be set up in Albania. To do this it is necessary that total responsibility (even economic) remains firmly in the hands of the parent company. Branches in Albania can only carry out research and contact activities.