Albania Amends Its Company Law: What Businesses Need to Know (Law No. 119/2026)

Parliament has adopted Law No. 119/2026 of 29.10.2026, amending Law No. 9901 of 14.4.2008 “On Entrepreneurs and Commercial Companies”, published in Official Gazette No. 246 of 13.11.2026. It enters into force 15 days after publication, on 28.11.2026. Here is what changes for limited liability companies (SHPK) and joint-stock companies (SHA).

1. Company register

Every company must keep a special register recording: name, legal form and status, founding act and statute, registered office, directors, NUIS, shareholders or members, and the number and class of shares held (including voting rights). The information must be kept for at least 10 years.

2. Related-party transactions

• Related parties are defined by reference to International Financial Reporting Standards.
• Transactions in the ordinary course of business on normal commercial terms are excluded, but the company needs an internal procedure to assess this. The statute may disapply the exclusion.
• In an SHPK, the transaction needs prior approval from all (other) members; in an SHA, from the board of directors or supervisory board.
• Approval is also needed for dealings with close relatives and cohabitants of the people involved. Interested persons cannot vote and do not count towards the quorum.
• Approved transactions must be disclosed in the financial statements and management report.

3. Contracts with a sole member or shareholder

Contracts between a sole member or shareholder and the company must be in writing or recorded in minutes, except routine deals on normal terms. Failure to do so can lead to a fine of up to ALL 15,000 for the administrator; if found during a tax inspection, the tax administration enforces the fine.

4. Who cannot be an administrator

People with a final conviction for property or economic crimes cannot be administrators, board members or shareholder representatives for 5 years from the conviction. This also covers equivalent foreign convictions and professional bans. When registering an administrator, the company must file official documents through e-Albania showing the person has no such conviction. An administrator who becomes disqualified must notify the company within 3 days. Under the law, the new QKB procedures apply once the system is upgraded and a technical regulation sets the start date.

5. Transfers of shares and quotas

Transfer contracts must be notarised; this is a condition of validity. Unless the law or the parties provide otherwise, ownership passes without registration or publication.

6. Profit distributions in joint-stock companies

An SHA may not distribute profits if, based on its latest financial statements, net assets are or would become lower than paid-up capital plus non-distributable reserves. Shareholders must repay unauthorised payments unless they acted in good faith and the money is not needed to pay creditors. The law also adds rules on financial assistance for buying own shares, on partial divisions and, for listed companies, on pay policies and pay reports.

What to do now

1. Set up or update your company register.
2. Identify related parties and adopt an internal procedure.
3. If you have a sole member, put loans, leases and other contracts with them in writing.
4. For SHA companies, check the net-asset test before any dividend.

Abacus can help you adapt to the new rules. Contact us.

This article is for information only. Source: Law No. 119/2026 of 29.10.2026, Official Gazette No. 246 of 13.11.2026.