Which is the key piece of legislation governing Albanian joint stock companies?
An Albanian joint-stock company is regulated by Law No. 9901, dated 14.04.2008 “On entrepreneurs and commercial companies”, as amended (hereinafter “Company Law”).
What is the liability of the shareholders of a joint-stock company?
A joint stock company is liable for its debts and obligations towards third parties with all its assets. Shareholders are not liable towards commitments of their company but based on the principle of limited liability enshrined by Company Law, shareholders shall bear company’s losses to the extent of their unpaid subscribed shares. In company’s insolvency, although contributions are paid in full, shareholders suffer the economic risk of losing their investment pro rata with the share capital their contribution represent and not beyond that. However, the corporate veil is pierced in case of shareholder’s abusive behavior which exposes personally a shareholder with all his assets against the losses caused to the company thereby. According to Article 16 of Company Law, shareholder’s abusive behavior is deemed: (i) abusing the company form for illegal purposes, (ii) treating company’s assets as if they were shareholder’s own assets, and (iii) once knowing or must have known of the company’s insolvency, failing to take the necessary steps to ensure that the company, depending on the type of business, has sufficient capital to meet its commitments against third parties.