The Albanian Parliament recently passed Law 10475/2011, which introduces important amendments to the Law on Entrepreneurs and Commercial Companies.
From December 6 2011, the minimum share capital of privately held joint stock companies increased from Lek2 million to Lek3.5 million. Existing joint stock companies with a share capital below the new limit must increase their share capital in compliance with the new rule by December 6 2012. Failure to do so within the transitional period will trigger the dissolution of the company and its de-registration from the National Registration Centre, once the relevant liquidation procedures have been completed.
Under Ministry of Economy, Trade and Energy Instruction 622/2011, joint stock companies are additionally required to register all equity changes (ie, changes relating to share transfers, registered share capital, number of shares and nominal value of shares) with the Share Register Centre before notifying the National Registration Centre.
Under current Albanian law, joint stock companies must register all data regarding shares, and any subsequent changes to this data, in the following registers:
- the company's own share register. All persons registered in this share register are presumed shareholders of the company, with full rights towards the company and third parties. Administrators of the company are liable to keep the share register and must allow shareholders, or any other person, access to the register. Further, the registered data must also be published on the company website (if there is one);
- the National Registration Centre's Commercial Register. Under company law, any transfer of shares which results in a total holding of votes at the shareholders' meeting of more than 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% must be notified in writing within 15 days to the National Registration Centre by the shareholder concerned. Further, the company must inform the National Registration Centre of the list of the shareholders and relevant share information, along with financial statements from the previous year; and
- the registers of securities registrars - specialist centres that are organised and licensed pursuant to Securities Law (9879/2008).
For further information please contact Jonida Skendaj at Boga & Associates by telephone (+355 4225 1050), fax (+355 4225 1055) or email ([email protected]).