THE ALBANIAN PARLIAMENT ADOPTS AMENDMENTS TO THE COMPANY LAW

Background

On 29 October 2026, the Albanian Parliament approved a large package of amendments to Law No. 9901 of 2008 “On Entrepreneurs and Commercial Companies” (the “Company Law”).

The legislative process was remarkably fast. According to the Parliament’s website, the draft was deposited on 22 October 2026 and approved just seven days later, on 29 October 2026.

While a draft with more limited amendments was published for public consultation in 2025, the text adopted by the Parliament is substantially broader in scope. A large part of the amendments, mainly those concerning listed companies, is understood to stem from Albania’s EU integration process. However, other amendments affect companies generally and do not appear to be required by EU law.

The Company Law is the cornerstone act governing how business entities in Albania are organized and operate. Amending it so extensively, and without adequate consultation, is likely to create confusion and legal uncertainty. EU integration should not serve as a justification for insufficient consultation or rushing significant reforms.

Moreover, the act does not provide transitional periods, therefore companies must comply with the new rules immediately, without sufficient time to review their constitutive documents, governance arrangements or internal procedures.

Initial Review

Below we summarize the main changes affecting companies in general. This is an initial review only and is not an exhaustive list of the amendments. Unless stated otherwise, the changes described apply to all company forms. Changes that affect only a specific company form are identified as such.

This update does not cover the new provisions on listed companies. As there are currently no listed companies in Albania, at this time provisions on listed companies have little market effect.

• New register requirement

In addition to the registers already required by the Company Law, the amendments require companies to keep a new mandatory register with the following data: (a) company name; (b) company form and legal status; (c) the founding and governing documents (instrument of incorporation, statutes/bylaws); (d) address of the registered office; (e) list of the company’s directors; (f) unique identification number; (g) list of shareholders or members; and (h) the number of shares held by each shareholder, as well as the category of shares (including the nature of the voting rights attached to them). The data must be retained for at least 10 years.

• New transparency and conflict of interest rules

The approved act extends the scope of the self-dealing rules for all companies. It also provides additional self-dealing and publication rules for listed companies.

• New director and board member disqualification rules

Under the previous text of the Company Law, persons convicted of certain economic criminal offenses were barred from acting as company director, board member or shareholder representative for a period of five years.

The amendments broaden the grounds for disqualification. A person is now also disqualified if he or she has been prohibited in another country from practicing a profession that is fully or partially covered by the company’s commercial activity, for the duration of the prohibition.

Most notably, companies are now required to submit official documentation attesting that the appointed person (a) has no prior criminal conviction, and (b) is not subject to a security measure or a prohibition on practicing a profession related to the company’s activities. This new requirement adds bureaucracy, time and administrative burden for companies, particularly where documents must be obtained from foreign authorities.

The requirement may also amount to the collection and processing of criminal conviction data, which companies and the business register must handle in compliance with applicable data protection rules.

• New notary deed requirements

Since 2008, the Company Law has not required notary deeds for the establishment of companies or for related translations.

The amendments now require that transfers of shares in limited liability companies and joint stock companies be made by notary deed. Transfers not made by notary deed are null and void.

Beyond the added procedural steps and costs of preparing a notary deed, the requirement burdens international businesses and remote transactions, as the parties must now appear before a notary to complete the transfer.

It is also difficult to reconcile with listed companies, whose shares trade electronically, and it is unclear how the requirement is consistent with EU rules on the electronic trading of shares.

• New distribution rules for joint stock companies

The amendments widen the conditions that joint stock companies must meet before distributing profits and introduce claw-back rules for distributions made in breach of those conditions.

The amendments also introduce new publication and capital maintenance requirements concerning company reserves where a joint stock company owns its shares, as well as separate rules for accepting its own shares as collateral.

• Financial assistance

The approved act restricts the ability of a joint stock company to provide credit, security or a guarantee for a loan to a third party for the purpose of purchasing or subscribing to its own shares. Such assistance is prohibited if the company is a bank or a financial institution.

• Statutory spin-offs

The amendments introduce new statutory rules for company spin-offs.

Under the previous Company Law, a company could be divided by transferring its assets and liabilities to two or more existing or newly created companies. The divided company ceased to exist, and its shareholders received shares in the companies receiving the assets and liabilities.

Spin-offs, in contrast, were carried out as a contribution of assets by a company to a new company. The shareholders of the contributing company did not receive shares in the new entity directly, as the shares were issued to the contributing company itself.

Under the new rules, a company may carry out a statutory spin-off by transferring part of its assets and liabilities to two or more existing or newly created companies, without being dissolved. The shareholders of the spun-off company receive shares in the companies that receive the assets and liabilities.