Merger Compliance in Albania: Understanding Competition Authority Regulations
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In the complex landscape of business mergers, understanding the legal intricacies and compliance requirements is crucial. If you’re considering a merger in Albania, it’s essential to grasp the regulatory framework defined by the “Competition Protection Law.” In this article, we provide a comprehensive overview of the Albanian legal landscape governing the merger of commercial companies.
Defining the Merger Process
Albanian Law No. 9901, dated April 14, 2008, titled “On Traders and Commercial Companies,” offers a clear definition of merger by absorption. This involves the transfer of all assets and liabilities from the Absorbed Company to the Absorbing Company.
The merger process consists of two primary procedural phases, each requiring formal notification and registration with the National Business Center. Notably, this process can only commence after the involved companies have been registered for at least one year, as per the current legislation.
Procedures and Criteria for Compliance
The specific procedures and criteria to obtain merger authorisation are detailed in Law No. 9121/2003, titled “On Competition Protection.” This law provides a comprehensive guide, including deadlines, fees, and steps required to secure authorisation from the Competition Authority.
One of the key considerations is the prevention of practices that restrict market competition. Article 13, paragraph 1 of the Law prohibits mergers that pose a risk of creating or strengthening a dominant position for one or more enterprises.
Furthermore, the Competition Authority scrutinises conditions that may constitute an abuse of dominant market position. These include:
- Imposing unfair purchase or selling prices or other unjust trading conditions.
- Constraints on production, market access, or technical development.
- Unequal conditions for equivalent trading activities, disadvantaging counterparts.
- Tying agreements with additional obligations.
- Setting prices or terms that hinder competitors or specific products from the market.
- Refusal to engage in trade or grant licenses.
- Restricting entry into networks or infrastructure, hindering competition.
Compliance and Notification
Within 30 days of signing the merger contract, companies must notify the Competition Authority. For cases where annual turnover in the domestic market exceeds 500 million Albanian Lek, notification is mandatory within one week of contract finalization. Failure to adhere to these deadlines can result in fines not exceeding 1% of the company’s total annual turnover.
The notification process involves completing a form available on the official website of the Competition Authority. Initially, you may use the “Simplified Concentrations Notification Form.” The “Full Concentrations Notification Form” is required only if your company’s operations establish a dominant market position.
Upon receiving the notification, the Authority confirms its completeness. Non-compliance prompts the Authority to request any missing information within a specified timeframe.
Authority Review and Authorisation
The Competition Authority reviews notifications within a three-month period. In the absence of a response within this timeframe, the merger is considered authorised, except under specific circumstances.
Final Steps
Following the Authority’s review, if authorization is granted, a fee of €5,000 (five thousand euros) is required, followed by registration with the same institution.
Navigating the merger process in Albania requires a meticulous understanding of legal requirements and deadlines. Ensuring compliance with the “Competition Protection Law” is essential to secure authorisation for your business merger. For expert guidance and legal assistance, feel free to contact us.
- Kullat Binjake, Bulevardi "Dëshmorët e Kombit", Kulla 1, Kati 13, 1001, Tirane, Shqiperi
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