The legal status of companies the legislative framework for company law has been improved to ensure the protection of shareholders’ rights as well. The Central Register also keeps companies’ legal records and serves as a public register to register companies, their documents, and financial certificates, regardless of size. The Audit and Promotion Council continues to develop the international cooperation of companies. At the same time, the Institute for Certified Auditors is responsible for the certification and training of auditors and recognizing certificates from abroad. The rest of the Macedonian company legislation is in line with EU law in its rapid membership there.
‘New rules for companies adopted during 2014 aim to simplify business registration and de-registration procedures further.
The legal changes also set out new rules that businesses must meet to continue their regular activity. The law also provides for the revision of those provisions that facilitate procedures before the NRC and offer better protection for the consumer and improve the country’s business climate. This law is expected to directly impact companies, which must meet legal standards to be able to operate normally or not be financially punished. One of the main changes is the one related to the distribution of shares in a company, which should be divided into quotas equal to the number of partners according to the new law. Each percentage represents in value the contribution of each.
The law also defines the division of responsibilities between the board of shareholders and the administrator, where the latter is responsible for the company’s profitability. This division limits the risk of duties that the partners or shareholders of a limited liability company or joint-stock company may have from an unprofitable investment, providing that their liability, for the company’s obligations, extends to the significant part of the signed contributions. Another innovation is the one that offers a solution to the problem of de-registration of businesses that go bankrupt but do not have the opportunity to liquidate liabilities the liquidation impotence of the bankrupt company. The new law contains 40 legal changes, which will begin to be implemented concretely after publication in the Official Gazette.
‘Amendments to company law aim to coordinate safeguards for the interests of owners and protect third parties in a commercial transaction, in cases of invalidity of the establishment of companies, the consequences of invalidity for third parties in good faith, as well as determining of the statute of limitations for relevant lawsuits. Directive no. 109 aims to approximate reporting and documentation requirements in case of a merger or division of companies. The amendments address the invalidity in the establishment of companies for the consequences of invalidity, especially for third parties in good faith, and for determining the deadlines for the description of the respective lawsuits. The amendments further approximate the division of competencies between the company’s bodies, the rights of legal representatives, and the protection of third parties, who have established trade relations with the companies in good faith.
The company’s legal personality is also separated from the nature of the partners or shareholders of the company. This division limits the risk of liabilities that the partners or shareholders of a company, whether sh.a. or sh.p.k., maybe in an unprofitable investment, providing that their liability for the company’s liabilities extends to the great portion of the signed contributions. The improvements brought in article 4 of the draft law, the proposed amendment, provide for joint-stock companies that any agreement that requires approval after item 13 of law no. 9901, to be notified to the shareholders as soon as possible, but no later than 72 hours or three days after the respective agreements’ approval by the board of directors or the supervisory board. Setting a deadline for this announcement will also positively impact increasing the transparency of the company itself.
Another essential element is to equate the rights of minorities and creditors of limited liability companies with those provided for joint-stock companies regarding the repeal of irregular decisions when administrators can take them. The causes of the dissolution of the company are foreseen when the term for which it was established ends, with the completion of the bankruptcy procedures or in case of insufficiency of the assets to cover the costs of the bankruptcy procedure in instances where the object becomes unfeasible due to continued malfunction of the bodies of the company or for other reasons, which make it impossible to continue the commercial activity, as well as in cases of invalidity of the establishment of the company or with the decision of the partners, etc. The amendments provide for the division of the LLC capital according to the number of partners and the voting rights related to their quota. It is envisaged that the administrator may resign by notifying the NRC, which does not register the administrator’s resignation without a decision of the assembly to replace him.
‘Article 70, point 1, of the SAA confirms that an aspect of the approximation of the Albanian legislation with that of the EU is also the effective implementation of this legislation. Effective enforcement is considered as important as legal approximation itself. Article 78 of the SAA confirms the importance of implementation when it provides that the consolidation of the rule of law and the strengthening of institutions at all levels, including the judiciary, are of particular importance. This also includes the area of case law on commercial law matters. This explanatory note is published in the framework of the efforts for the harmonization of the Albanian legal practice with the EU standards for the implementation and, above all, for the preparation of the Albanian judges to work as “community (European) judges” after the membership of Albania in the EU.
Consequently, Albanian commercial law’s standards of application should be reviewed, taking into account European standards, which we have tried to reflect in our notes. In the absence of European standards, the other Member States give examples of applications to provide some possible points where implementation can be supported. Of course, in such cases, Albanian legal practice can also create its standards in terms of interpretation.