Selling 60% of my Albanian company to a foreign investor—what approvals and filings are required?

In Albania, the sale of 60% of the shares to a foreign investor is generally permitted without prior government approval, unless the target operates in regulated sectors (e.g., banking, energy, telecom, media) or the transaction meets competition thresholds requiring notification to the Albanian Competition Authority. Typically, the transaction requires a notarized Share Purchase Agreement, corporate approvals, updated shareholders’ resolutions, registration of the transfer with the National Business Center (QKB), update of the Ultimate Beneficial Owner register, and tax filings on the capital gain. We would be pleased to review your specific case to confirm whether any regulatory clearance is required and to provide a step-by-step closing checklist.

Kind regards,

Dear Sir/Madam,

In Albania, a foreign investor may generally acquire majority control (including 60% of the shares) without prior government authorization. However, a proper legal assessment is essential because the regulatory requirements depend on three key factors: sector, transaction structure, and turnover thresholds.

From a transactional perspective, a compliant share acquisition normally involves the following layers:

1. Corporate & Transaction Documentation
The transfer of shares must be properly formalized through: a notarized Share Purchase Agreement (SPA) compliant with Albanian corporate law; Shareholder and corporate body resolutions approving the transaction; Updated articles/shareholder structure where applicable. These steps are mandatory to ensure legal ownership transfer and enforceability.

2. Mandatory Registrations
After signing and closing, the transaction must be registered with public authorities: National Business Center (QKB) — update of shareholders and legal representation; Ultimate Beneficial Owner Register — mandatory under AML legislation; Tax authorities — declaration of capital gains and transaction reporting. Failure to properly update these registries can expose both seller and buyer to administrative sanctions and future enforceability issues.

3. Competition (Antitrust) Assessment
A 60% acquisition normally constitutes a change of control under Albanian competition law. If the combined turnover of the parties exceeds statutory thresholds, pre-closing notification to the Albanian Competition Authority is mandatory, and the transaction cannot be completed until clearance is granted. This is a critical risk area in M&A transactions and must be verified early, ideally before signing binding documents.

4. Sector-Specific Regulatory Clearances
If the company operates in regulated industries such as: financial services; energy and utilities; telecommunications; media; licensed activities; additional approvals or ownership change notifications may be required with the relevant regulator. These requirements are often overlooked but can invalidate a transaction if ignored.

Why Professional Structuring Matters
Beyond formal filings, we typically advise clients on: conditions precedent in the SPA (competition clearance, regulatory approvals); escrow or deferred payment mechanisms; representations & warranties protection; post-closing governance structure when control changes; shareholder rights and minority protections. This ensures the deal is not only registered, but commercially and legally secure.

We would be happy to review your specific transaction parameters (sector, turnover, company structure) and provide a tailored regulatory clearance assessment and closing roadmap, including a checklist of documents and deadlines.

Kind regards,

The requirements depend on the company’s legal form, but in Albania a share transfer typically involves a few core steps and documents.

First, the transaction must be documented through a share sale and purchase agreement, supported by the necessary company resolutions (usually a shareholders’ or partners’ decision approving the transfer and confirming compliance with any statutory or charter restrictions).

Once the transfer is completed, the change in ownership must be registered with the National Business Center (QKB) so that the company’s commercial register accurately reflects the new shareholding structure.

From a tax perspective, the transaction must be properly declared, and any applicable capital gains or related taxes must be assessed and reported.

As a general rule, no prior government approval is required for a share sale involving a foreign investor. However, if the company operates in a regulated industry or if the transaction meets certain competition law thresholds, clearance from the relevant authority may be required before or shortly after closing.

If you require legal or tax advice based on your company’s structure and sector, we can assist you throughout the process. JBC & Associates