Mergers & Acquisitions

 

What is the basic legal framework for mergers and transformations of companies in Albania?

The main law that governs mergers and transformations of companies in Albania is Law No. 9901 dated 14 April 2008 on Entrepreneurs and Commercial Companies with the respective amendments. Part IX of this Law is dedicated to the essence and procedures for reorganization of limited liability and joint stock companies. The other laws that apply to mergers and transformations of companies include Law No. 9723 dated 3 May 2007 on the National Registration Centre (NRC) with the respective amendments, Law No. 9121 dated 28 July 2008 on the Protection of Competition with the respective amendments and Law No. 9879 dated 21 February 2008 on Securities. Instruments of secondary legislation such as decisions of the Council of Ministers, instructions and orders of ministers are issued in application of the said laws to provide in detail for merger and transformation procedures.

Tuesday, 23 April 2013 09:16
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Joint Stock Companies shares

Types of shares

According the Albanian Law on Commercial Companies No. 9901/2008 (Company Law), the shares of a non listed joint stock company may be (i) ordinary or (ii) preferential. Ordinary shares entitle their holders to exercise their rights in the General Meeting and to receive a proportional share of profits and of liquidated assets. Preferential shares entitle their holders to have a certain amount or percentage of the par value of their shares paid from profits prior to ordinary shareholders if a dividend is declared, priority in the distribution of liquidated assets, and other rights set by the company statute. Such law establishes the presumption that the preferential rights established by the Statute are exhaustive (art. 116). Shares carrying the same rights shall make up one class (ordinary shares, preferential shares, voting shares and non-voting shares). Each ordinary share carries voting rights in proportion to the part such share represent in the share capital. Preferential shares may be issued without voting rights, in which case their par value may not be greater than 49 percent of the company’s basic capital. Shares which, at the same par value, give multiple voting rights are prohibited (art. 122).

Tuesday, 23 April 2013 09:37
Published in Mergers & Acquisitions
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GREEK LAW DIGEST REPUBLIC OF ALBANIA MINISTRY OF INTEGRATION Union of Chambers of Commerce and Industry of Albania
Nomiki Bibliothiki ALBANIA INVESTMENT DEVELOPMENT AGENCY Foreign Investors Association of Albania
     

 

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