On 29 October 2026, the Albanian Parliament approved a substantial 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 submitted on 22 October 2026 and approved just seven days later, on 29 October 2026.
While a draft containing more limited amendments was published for public consultation in 2025, the text adopted by 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 legislation governing how business entities in Albania are organised and operate. Amending it so extensively, 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. Consequently, 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 summarise the main changes affecting companies in general. This is an initial review only and does not constitute an exhaustive list of the amendments. Unless stated otherwise, the changes described apply to all company forms. Changes affecting only a specific company form are identified accordingly.
This update does not cover the new provisions concerning listed companies. As there are currently no listed companies in Albania, these provisions have limited immediate market impact.
New Register Requirement
In addition to the registers already required by the Company Law, the amendments introduce a new mandatory register containing the following information:
- Company name;
- Company form and legal status;
- Founding and governing documents, including the instrument of incorporation and statutes/bylaws;
- Registered office address;
- List of company directors;
- Unique identification number;
- List of shareholders or members;
- Number and category of shares held by each shareholder, including the nature of the voting rights attached to them.
The information must be retained for at least 10 years.
New Transparency and Conflict of Interest Rules
The approved amendments extend the scope of the self-dealing rules applicable to all companies.
Additional self-dealing and publication requirements are also introduced for listed companies.
New Director and Board Member Disqualification Rules
Under the previous provisions of the Company Law, individuals convicted of certain economic criminal offences were prohibited from acting as company directors, board members or shareholder representatives for five years.
The amendments broaden the grounds for disqualification. Individuals are now also disqualified if they have been prohibited in another country from practising a profession that is fully or partially covered by the company’s commercial activities, for the duration of that prohibition.
Most notably, companies are now required to submit official documentation confirming that an appointed individual:
- Has no prior criminal conviction;
- Is not subject to a security measure or a prohibition on practising a profession related to the company’s activities.
These requirements introduce additional administrative procedures, costs and potential delays, particularly when documentation must be obtained from foreign authorities.
They may also involve the collection and processing of criminal conviction data, which companies and the business register must handle in accordance with applicable data protection legislation.
New Notary Deed Requirements
Since 2008, the Company Law has not required notarial deeds for company establishment or related translations.
The amendments now require transfers of shares in limited liability companies and joint stock companies to be executed by notarial deed. Transfers that do not comply with this requirement are null and void.
Beyond the additional procedural steps and costs, this requirement may create practical difficulties for international businesses and cross-border transactions, particularly where parties must appear before a notary to complete a share transfer.
The requirement also raises questions regarding its application to listed companies, whose shares are traded electronically, and its compatibility with EU rules governing electronic share trading.
New Distribution Rules for Joint Stock Companies
The amendments expand the conditions that joint stock companies must satisfy before distributing profits and introduce claw-back provisions for distributions made in breach of those conditions.
They also establish additional publication and capital maintenance requirements concerning company reserves where a joint stock company holds its own shares, alongside separate rules governing the acceptance of its own shares as collateral.
Financial Assistance
The amendments restrict the ability of joint stock companies to provide credit, security or guarantees for loans granted to third parties for the purpose of purchasing or subscribing to their own shares.
Such financial assistance is prohibited where the company providing it is a bank or financial institution.
Statutory Spin-Offs
The amendments introduce new statutory provisions governing 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 established companies. The divided company would cease to exist, and its shareholders would receive shares in the companies receiving the transferred assets and liabilities.
Previously, spin-offs were structured as contributions of assets by an existing company to a newly established company. In such cases, shares in the new entity were issued to the contributing company rather than directly to its shareholders.
Under the new provisions, a company may undertake a statutory spin-off by transferring part of its assets and liabilities to two or more existing or newly established companies without being dissolved.
The shareholders of the company undergoing the spin-off receive shares directly in the companies receiving the transferred assets and liabilities.