Albania has published Law No. 119/2026, the most extensive amendment to its company law in more than a decade. It tightens the rules on share transfers, related party transactions and company registers, and adds a full set of rules for listed companies, intermediaries and institutional investors.
Entry into force. The law enters into force on 28 November 2026, 15 days after publication. Specific timelines apply to the procedures of the National Business Center (QKB) and to the interconnection with European registers.
1. Notarial deed required for share transfers
Contracts transferring quotas in a limited liability company (SHPK) and shares in a joint stock company (SHA) must now be made by notarial deed. The notarial form becomes a condition of validity; before the amendment it was expressly not required. Registration with the QKB keeps its declarative effect.
2. Related party transactions
Article 13 is replaced in full. Related parties are defined by reference to IFRS. Transactions in the ordinary course of business and on normal market terms are exempt, provided the company has an internal procedure for assessing them. The rules on approval, abstention from voting and disclosure are reformulated.
3. Stricter rules for directors
Persons convicted or disqualified, now including convictions and bans imposed abroad, cannot serve as directors or members of management and supervisory bodies. Appointments end by operation of law, notifications must be made within 3 days and the QKB will run a dedicated register module.
4. Registers and branches
A special register of the company’s basic data is introduced. The share register of an SHA must contain more information, such as the NUIS of corporate shareholders, email and number of shares, and shareholders who do not provide the required information in time cannot exercise their voting rights. Branches of foreign companies must state the foreign register and registration number on their documents, and new rules govern the closure of branches.
5. Partial division
A new Article 227/1 allows a company to transfer one or more parts of its assets and liabilities to one or more receiving companies without being dissolved. Shareholders receive shares or quotas in the receiving companies in proportion to their holdings.
6. Listed companies and joint stock companies
Listed companies need prior approval and public disclosure for related party transactions above 1.5 per cent of total assets, must put their remuneration policy to a vote at least every 4 years and publish an annual remuneration report checked by the auditor. New rules cover shareholder identification, intermediaries, institutional investors, asset managers and proxy advisors. For every SHA, a net asset test now applies to distributions to shareholders, with a 5 year period to reclaim unauthorised payments, and financial assistance for the acquisition of own shares is regulated in detail.
What to review before 28 November 2026
- Share or quota transfers being negotiated or signed
- The shareholder and share registers of your company
- An internal procedure for related party transactions
- The eligibility of directors and board members
- The documents of branches of foreign companies in Albania
The complete article by article comparison of the old and new provisions is available in Albanian: read the full report.
