Corporate governance refers to the way companies are directed, managed, and controlled under the law. In Albania, all registered companies must follow governance rules that define the rights of shareholders, the responsibilities of directors, and the internal decision-making structure. These rules apply to both local and foreign-owned companies and must be clearly documented from the beginning.
Governance structure by company type
The governance structure of a company depends on its legal form. In a limited liability company (SHPK), the management is usually handled by one or more administrators appointed by the shareholders. The administrators are responsible for day-to-day decisions and must act in the best interest of the company.
In a joint stock company (SHA), corporate governance is more complex. It typically includes a General Assembly of shareholders, a Board of Directors, and an Executive Director. These roles are clearly separated to ensure proper oversight and accountability.
Shareholder rights and responsibilities
Shareholders in Albanian companies have the right to vote on major company decisions, including the appointment of administrators, approval of annual accounts, and changes to company statutes. Shareholders must also be informed regularly about the company’s financial and legal status.
In both SHPK and SHA structures, shareholder meetings must follow formal procedures, including proper notification, voting rights, and the recording of decisions. These rules are designed to prevent conflicts and ensure transparency in company decisions.
Administrator duties and legal obligations
Company administrators have a legal duty to act honestly, avoid conflicts of interest, and manage the company in accordance with its registered purpose. They must ensure that accounting records are accurate, taxes are paid on time, and legal filings are completed correctly.
If administrators fail to meet their obligations, they may be held personally responsible for damages or legal violations. This is especially true in cases of fraud, mismanagement, or failure to report financial activity.
Compliance and internal rules
All companies must maintain updated internal regulations, including the company charter and shareholder agreements. These documents must reflect any changes in management, ownership, or operational structure. Companies are also required to hold annual meetings and file financial reports in line with national regulations.
Corporate governance in Albania is based on clear legal standards designed to protect the interests of owners, employees, and the public. Following these rules helps companies operate with trust and reduce the risk of disputes or sanctions.