Albania Aligns with EU Company Law: The European Company, the European Cooperative Society and the EEIG Come Into View

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Albania’s Council of Ministers has approved three draft laws transposing the European Union’s supranational corporate forms. The package is a significant step in Chapter 6 of the country’s accession negotiations — and introduces a new toolkit for cross-border business between Albanian and European companies.

Following a recent meeting of the Council of Ministers, the Albanian Government has approved three draft laws that together create, for the first time, a complete domestic framework for the European Union’s supranational company forms. Presented by the Ministry of Economy and Innovation as part of the country’s EU accession agenda, the drafts fall within Chapter 6 (Company Law) of Albania’s accession negotiations and are designed to harmonise Albanian legislation with the acquis communautaire in this field.

The three instruments are the draft law On the Statute for a European Company, the draft law On European Cooperative Societies, and the draft law On European Economic Interest Groupings. According to the Government, they form part of a broader package of nine laws intended to ensure that Albanian commercial companies enjoy the same conditions and opportunities as their European counterparts. The drafts are expected to be submitted to the Assembly (Kuvendi) for adoption in July, in line with the calendar agreed with the European Union.

For businesses operating between Albania and the EU, the significance is concrete. Each of these vehicles already exists across the Union, and aligning Albanian law with them opens the door to genuinely cross-border structures that were not previously available under domestic law.

The accession context: Chapter 6

Company law is one of the 35 chapters of the EU acquis that a candidate country must align with before accession. Chapter 6 covers, among other things, the harmonised rules on company formation, capital, disclosure and accounting — and the three pan-European legal forms that allow undertakings to operate across borders under a single, recognisable legal vehicle rather than a patchwork of national companies.

Each of the three drafts expressly states that it is fully approximated to the corresponding EU instrument — Council Regulation (EC) No 2157/2001 for the European Company, Council Regulation (EC) No 1435/2003 for the European Cooperative Society, and Council Regulation (EEC) No 2137/85 for the European Economic Interest Grouping. Because those regulations are directly applicable EU law, the Albanian statutes work by laying down the national rules, procedures and supervisory roles needed to apply them — chiefly through the National Business Centre (QKB) — rather than by re-creating the substance from scratch. Until now, Albanian law has not provided for these forms; the new framework changes that, giving Albanian and EU businesses a common legal language for joint ventures, group structures and cooperative arrangements, and offering a tangible demonstration of Albania’s legislative convergence with the Union.

Three new corporate vehicles

The European Company (Societas Europaea — “SE”)

The first draft law implements Regulation (EC) No 2157/2001. The SE is a public limited liability company whose capital is divided into shares, with a minimum subscribed capital of EUR 120,000 (or its equivalent in lek). As with an ordinary joint-stock company, each shareholder’s liability is limited to the value of their contribution.

An SE established in Albania is registered with the QKB, acquires legal personality on registration, and carries the suffix “SE” in its name. Its registered office must coincide with the place of its central administration, and both must be located in Albania. If the QKB finds that central management has in fact moved abroad, it can require the company to restore it or to begin a formal seat-transfer procedure; failing that, the SE may ultimately be wound up by court order. The QKB also carries a distinctive disclosure duty: it must prepare and electronically transmit the standard data on Albanian-registered SEs to the EU Publications Office, mirroring the information published for SEs across the Member States.

The draft law follows the Regulation’s framework, under which an SE may be formed by any of four routes:

Merger of two or more existing public limited companies from at least two Member States, with the merger reviewed by one or more independent licensed experts and the cross-border merger rules of Albanian company law applying;
Formation of a holding SE by companies governed by different laws, where the participating companies contribute shares carrying more than 50% of the permanent voting rights; shareholders have a three-month window to decide whether to contribute, and the joint formation project is published in the relevant commercial registers at least one month before the approving general meetings;
Formation of a subsidiary SE by subscription; and
Conversion of an existing public limited company into an SE.

The draft develops the merger and holding routes in particular detail, including the protections for shareholders holding special rights and for holders of other financial instruments.

The SE’s defining advantage is mobility. The draft devotes a full chapter to transferring the registered office to another Member State without winding up the company or creating a new legal entity. The procedure includes a transfer proposal and an administrative-organ report explaining the legal and economic aspects and the consequences for shareholders, creditors and employees — published in the QKB register and on the company’s website at least two months before the general meeting — followed by a minimum two-month standstill before any transfer decision. Shareholders who oppose the transfer are given a cash-exit right, the adequacy of which is assessed by an independent licensed expert; the supervisory board or shareholders’ meeting reviews the transfer; and the interests of creditors and other right-holders must be adequately protected. The QKB issues a certificate confirming that the pre-transfer formalities are complete, and the transfer takes effect only on registration in the host State, after which the Albanian registration is deleted. Two safeguards deserve particular note: where an SE operates in a strategic sector or is supervised by a national regulatory or financial authority, that authority may object to the transfer on public-interest grounds (subject to judicial review); and an SE may not transfer its seat while it is in liquidation or insolvency. For any claim arising before the transfer, the SE is treated as still registered in Albania even if it is sued after the move.

Reflecting the EU model, the framework addresses employee involvement — the rights to information, consultation and, where applicable, participation in the company’s decision-making bodies — to be settled through negotiation with a special negotiating body of employee representatives. The QKB may not register an SE unless it is shown that these requirements have been satisfied or that agreement could not be reached within the statutory time limits. Further chapters govern annual and consolidated financial statements, dissolution, liquidation, insolvency and suspension of payments.

The European Cooperative Society (Societas Cooperativa Europaea — “SCE”)

The second draft law is aligned with Regulation (EC) No 1435/2003. The SCE is the cooperative counterpart to the SE: a vehicle that allows cooperatives, businesses and individuals across different Member States to pursue a common economic purpose under a single legal form, with a minimum subscribed capital of EUR 30,000 (expressed in lek or in euro). Distinctively, and in line with cooperative principles, both the membership and the capital of an SCE are variable — members may join and leave and the capital fluctuates accordingly, without the formalities that a fixed-capital company would require.

The draft provides for several routes to formation, each with a cross-border element. An SCE may be established:

by at least five natural persons resident in at least two Member States (one resident in Albania and another in a different EU Member State);
by at least five persons comprising both natural persons and legal entities from at least two Member States;
by legal entities governed by the laws of at least two different Member States;
by a merger of cooperatives formed under the laws of at least two Member States; or
by the conversion of an existing Albanian cooperative that has, for at least two years, operated a registered branch in another Member State.

Membership is open to both natural and legal persons, and the statute fixes the minimum number of quotas (shares) that must be subscribed in order to join. The SCE may also admit investor (non-user) members where its statute allows, but — to preserve the cooperative’s member-driven character — investor members may not together hold more than 25% of the total voting rights.

On governance, the cooperative acts through a general meeting, which decides the matters reserved to it by law, together with a management or administrative organ and, where applicable, a supervisory body. Where the membership is large or spread across activities, sectoral or section meetings may elect delegates — for a maximum mandate of four years — who together form the general meeting. The draft also allows the SCE to issue quotas carrying special rights and other financial instruments.

The treatment of profits is characteristically cooperative. The statute must provide for a legal reserve funded from annual profit: until that reserve reaches the level of the subscribed capital, at least 15% of each year’s profit (after deducting losses carried forward) must be allocated to it, and members who leave have no claim over it. The distributable surplus — what remains after the legal reserve, any dividends and carried-forward losses — may then be carried forward, allocated to statutory reserves, or distributed among the members. As with the SE, the SCE may transfer its registered office to another Member State without dissolution, and the draft addresses financial reporting, dissolution, liquidation and insolvency. For Albania’s cooperative and agricultural sectors in particular, the SCE offers a structured way to build cross-border cooperative ventures with EU partners.

Copyright protection and enforcement

Compared with trademark litigation, judicial practice on copyright remains relatively limited. The courts have nonetheless recognised that the unauthorised reproduction, publication and distribution of protected works constitute infringements of copyright, for which rightholders may seek civil remedies — including injunctive relief and damages — alongside the administrative and, in appropriate cases, criminal measures available under Albanian law. As digital distribution and online exploitation continue to grow, copyright enforcement is likely to assume greater practical prominence.

The European Economic Interest Grouping (“EEIG”)

The third draft law transposes Regulation (EEC) No 2137/85. The EEIG is a lighter, more flexible instrument than the SE or SCE — a cooperation vehicle rather than a profit-making company in its own right. It is created by a written contract among its members and registration with the QKB; on registration it acquires legal personality separate from its members, with capacity in its own name to hold rights and obligations, enter into contracts, and sue and be sued. Where the grouping’s official address is in Albania, Albanian law governs the founding contract and the grouping’s internal organisation.

The founding contract must contain at least the grouping’s name (preceded or followed by “European Economic Interest Grouping” or “EEIG”), its official address, its objects, the identity of each member (name, legal form, address or registered office, and registration number and place), and its duration unless indefinite.

The grouping’s purpose must be ancillary to, and connected with, the economic activities of its members — to facilitate or develop those activities and improve their results, not to generate profit for itself. To keep it within that role, the law expressly prohibits the grouping from:

exercising, directly or indirectly, management or supervision over its members’ activities or those of another company, in particular in the fields of personnel, finance and investment;
holding shares of any kind in a member (it may hold shares in another legal person only so far as necessary to achieve its objects and on its members’ behalf);
employing more than 500 persons;
being used by a company to grant a loan to, or transfer property to or from, a company director or any connected person where this would be restricted; and
being a member of another EEIG.

By design, the EEIG is cross-border. Its members may be natural or legal persons carrying on an economic activity in Albania or a Member State, and the grouping must comprise at least two members whose central administration or principal activity is located in different states — in practice, members from Albania and at least one EU Member State. A grouping registered in Albania may have no more than 20 members. Membership is personal and indivisible: a member may transfer its participation, in whole or in part, only with the unanimous written consent of the other members, and any change in membership must be registered and published.

The grouping operates through two organs: the members acting collectively, who may take any lawful decision to achieve the objects, and one or more managers who exercise the executive and representative functions (the contract may add advisory or supervisory organs). Each member has one vote — the contract may give some members more than one, provided no single member holds a majority — and decisions are taken unanimously unless the contract sets quorum and majority rules. Certain decisions must always be unanimous, including admitting new members, altering the objects, transferring the official address to another State, and dissolving the grouping.

Two features define the EEIG and call for careful structuring advice. First, the members bear unlimited joint and several liability for the grouping’s obligations, of whatever nature — a fundamental difference from the limited-liability SE and SCE. A new member is liable for all the grouping’s obligations, including those arising before its admission, unless exempted in the contract or admission act, and such an exemption binds third parties only if it is published. (Likewise, where activities are carried out in the grouping’s name before registration and the grouping does not assume the resulting obligations, those who acted remain jointly and severally liable.) Second, the EEIG is fiscally transparent: its profits and losses are treated as arising directly to the members and are taxed only at member level under the applicable tax legislation, with profits shared in the proportions set in the contract or, failing that, equally. There is no minimum capital requirement. With that light structure, the EEIG is well suited to collaborative projects such as joint research and development, joint tendering and bidding, shared services and other forms of cross-border cooperation between independent businesses — provided the unlimited-liability feature is properly weighed.

Why this matters for business

Taken together, these laws give Albania — for the first time — a complete legal framework for the EU’s supranational company forms, harmonised with Union legislation. The Government has framed the reform as part of a wider effort to level the playing field, ensuring that Albanian companies operate under the same conditions and enjoy the same opportunities as companies elsewhere in Europe.

The three vehicles also give businesses a graded set of tools: the SE, a full limited-liability share company with the ability to move its seat across the Union; the SCE, a member-based cooperative for shared economic purposes; and the EEIG, a light, contractual and fiscally transparent vehicle for cooperation between otherwise independent businesses. In practical terms, Albanian companies will be able to participate in pan-European groups and cooperatives, transfer corporate seats across the Union without dissolution, and use a recognisable EU legal form when partnering with European counterparts. For investors and groups operating in the region, the reform signals deepening legal integration and a more predictable, EU-aligned corporate environment.

Timeline and what to watch

The three drafts now move toward the Assembly, where adoption is expected in July according to the timeline agreed with the EU. Businesses and advisers should monitor the final enacted texts, as well as the secondary legislation (akte nënligjore) on which several mechanisms will depend — notably the detailed procedures for employee involvement and the QKB seat-transfer and registration formalities. For the EEIG in particular, the draft anticipates a Council of Ministers act, to be issued within six months of entry into force, governing the tax, social-security, labour and statistics procedures and the grouping’s unique identification number.

For any business weighing a cross-border structure, the key question will be which vehicle fits the commercial objective: the SE for a mobile, EU-recognised public company; the SCE for cooperative ventures; or the EEIG for flexible, project-based collaboration — bearing in mind its unlimited-liability and tax-transparency features.

Our team is following the progress of these draft laws closely and advises Albanian and international clients on cross-border corporate structuring, company formation and EU-alignment matters. If you would like to discuss whether the European Company, the European Cooperative Society or the European Economic Interest Grouping could support your business strategy, please get in touch.